2023-01-25 | TSXV:QTWO | Press Release | Q2 Metals Corp.

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Vancouver, British Columbia–(Newsfile Corp. – January 25, 2023) – Q2 Metals Corp. (TSXV: QTWO) (OTCQB: QUEXF) (FSE: 458) (“Q2” or the “Company”) is pleased to announce that it has arranged a non-brokered personal placement of items of the Company to lift gross proceeds of as a lot as $10,000,000 (the “Offering”) as follows:

  • 6,250,000 items of Q2 at a worth of $1.04 per unit (the “Series C Units”). Each Series C Unit will consist of 1 flow-through widespread share of Q2 (a “FT Share”) and one share purchase warrant, entitling the holder to amass one additional non-flow-through common share of Q2 at a value of $1.25 per share for a interval of two years (a “Warrant”);

  • 1,350,000 models of Q2 at a price of $0.75 per unit (the “Series R Units”). Each Series R Unit will consist of one FT Share and one Warrant; and

  • 4,975,000 models of Q2 at a price of $0.50 per unit (the “NFT Units”). Each NFT Unit will consist of one non-flow-through frequent share of Q2 and one Warrant.

Gross proceeds from the sale of the FT Shares will be used to incur during 2023 “Canadian exploration expenses”, as outlined within the Income Tax Act (Canada) (the “Tax Act”), on Q2’s Mia Property in Quebec that the Company will resign to the subscribers pursuant to the Tax Act with an efficient date not later than December 31, 2023, and that qualify as “flow-through critical mineral mining expenditures”, as outlined within the Tax Act. Where applicable, gross proceeds from the sale of the FT Shares from purchasers in Québec may even qualify as exploration bills underneath the Taxation Act (Québec). Proceeds from the sale of the NFT Units will be used for basic working capital.

The Company could pay finders’ fees in accordance with the policies of the TSX Venture Exchange.

Closing of the Offering is subject to certain customary circumstances, is anticipated to happen on or about February 23, 2023, and is subject to receipt of acceptance by the TSX Venture Exchange. All securities issued with respect to the Offering might be topic to a hold interval of 4 months and at some point in accordance with applicable securities legal guidelines or the Exchange Hold Period under the policies of the TSX Venture Exchange.

The directors or officers of the Company might take part in the Offering and buy up to $300,000 in Series R Units or NFT Units (or a mix thereof). Such directors or officers will therefore every be a “related celebration” inside the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions of the Canadian Securities Administrators (“MI 61-101”) and the Offering will constitute a “related celebration transaction” under MI 61-101. The Company will be counting on exemptions from the formal valuation and minority shareholder approval necessities in sections 5.5 and 5.7(1) of MI 61-101 in respect of such associated get together participation.

This news release does not constitute a suggestion to promote or a solicitation of a suggestion to buy nor shall there be any sale of any of the securities in any jurisdiction during which such offer, solicitation or sale can be unlawful, including any of the securities within the United States of America. The securities issuable pursuant to the Offering haven’t been, and will not be, registered beneath the us Securities Act or any U.S. state securities legal guidelines, and is probably not offered or sold within the United States or to, or for the account or benefit of, U.S. individuals, absent registration or any relevant exemption from the registration requirements of the U.S. Securities Act and relevant U.S. state securities laws

About Q2 Metals Corp

Q2 Metals Corp is a Canadian mineral exploration company at present advancing exploration of the 86km2 Mia Lithium challenge within the James Bay space of Quebec, Canada. Q2 can also be exploring the highly-prospective Big Hill and Titan gold initiatives located within the historic goldfields of Queensland, Australia. The complete Australia land place covers 110 square kilometers in the Talgai Goldfields of the broader Warwick-Texas District and hosts 54 high-grade historic gold mines.

FOR FURTHER INFORMATION, PLEASE CONTACT:

Alicia Milne

President & CEO

[email protected]

Kevin Bottomley

Director

[email protected]

Jason McBride

Corporate Communications

[email protected]

Telephone: 1 (800) 482-7560

E-mail: [email protected]

Follow the Company: Twitter, LinkedIn, Facebook, and Instagram

Forward-Looking Statements

This news release incorporates forward-looking statements and forward-looking data (collectively, “forward-looking statements”) within the meaning of applicable Canadian legislation. Forward-looking statements are usually identified by words similar to: “believes”, “expects”, “anticipates”, “intends”, “estimates”, “plans”, “might”, “ought to”, “would”, “will”, “potential”, “scheduled” or variations of such words and phrases and similar expressions, which, by their nature, refer to future occasions or outcomes that will, may, would, would possibly or will occur or be taken or achieved. Accordingly, all statements on this news release that are not purely historical are forward-looking statements and embrace statements relating to beliefs, plans, expectations and orientations relating to the lengthy run together with, without limitation, any statements or plans regard the geological prospects of the Company’s properties and the longer term exploration endeavors of the Company. Although the Company believes the expectations expressed in such forward-looking statements are based on cheap assumptions, such statements aren’t ensures of future performance and actual outcomes or developments may differ materially from these in the forward-looking statements. Forward-looking statements are based on numerous material elements and assumptions. Factors that could trigger actual results to vary materially from these in forward-looking statements include failure to obtain needed approvals, unsuccessful exploration outcomes, changes in project parameters as plans proceed to be refined, outcomes of future useful resource estimates, future metal prices, availability of capital and financing on acceptable phrases, common financial, market or business situations, risks related to regulatory changes, defects in title, availability of personnel, materials and gear on a well timed basis, accidents or equipment breakdowns, uninsured dangers, delays in receiving government approvals, unanticipated environmental impacts on operations and costs to remedy similar. Readers are cautioned that mineral exploration and growth of mines is an inherently dangerous enterprise and accordingly, the precise events may differ materially from those projected in the forward-looking statements. Additional threat factors are discussed in the section entitled “Risk Factors” in the Company’s Management Discussion and Analysis for its lately completed fiscal period, which is available under Company’s SEDAR profile at www.sedar.com.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is outlined within the insurance policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

To view the source model of this press release, please visit https://www.newsfilecorp.com/release/152436

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