Q2 Metals Announces $7.5 Million Private Placement

Q2 Metals Corp.
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NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

VANCOUVER, BC / ACCESSWIRE / July 10, 2024 / Q2 Metals Corp. (TSXV:QTWO)(OTCQB:QUEXF)(FSE:458) ("Q2" or the "Company") is pleased to announce that it has arranged a non-brokered private placement of units of the Company to raise gross proceeds of up to $7,500,000 (the "Offering") as follows:

  • Up to 10,800,000 units of Q2 at a price of $0.4625 per unit (the "Charity Units") for gross proceeds of up to $4,995,000. Each Charity Unit will consist of one flow-through common share of Q2 (a "FT Share") and one half of one share purchase warrant (each whole warrant, a "Warrant"). Each Warrant will entitle the holder to acquire one additional non-flow-through common share of Q2 at a price of $0.50 per share for a period of two years;

  • Up to 1,000,000 units of Q2 at a price of $0.35 per unit (the "FT Units") for gross proceeds of up to $350,000. Each FT Unit will consist of one FT Share and one half of one Warrant; and

  • Up to 8,620,000 units of Q2 at a price of $0.25 per unit (the "NFT Units") for gross proceeds of up to $2,155,000. Each NFT Unit will consist of one non-flow-through common share of Q2 and one half of one Warrant.

Gross proceeds from the issuance of the Charity Units and FT Units will be used to incur "Canadian exploration expenses" that qualify as "flow-through critical mineral mining expenditures", as such terms are defined in the Income Tax Act (Canada) (the "Tax Act"), on Q2's lithium projects in Quebec that the Company will renounce to the subscribers pursuant to the Tax Act with an effective date not later than December 31, 2024. Where applicable, gross proceeds from the sale of the FT Shares from purchasers in Québec will also qualify as "Canadian exploration expense" under the Taxation Act (Québec) and qualify for inclusion in the "exploration base relating to certain Québec exploration expenses" and the "exploration base relating to certain Québec surface mining exploration expenses", under the Taxation Act (Québec). Proceeds from the sale of the NFT Units will be used for general working capital.

The Company may pay finders' fees in accordance with the policies of the TSX Venture Exchange.

Closing of the Offering is subject to certain customary conditions, is expected to occur on or about July 31, 2024, and is subject to receipt of acceptance by the TSX Venture Exchange. All securities issued with respect to the Offering will be subject to a hold period of four months and one day in accordance with applicable securities laws or the Exchange Hold Period under the policies of the TSX Venture Exchange.

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