Q2 Metals Announces $20 Million LIFE Private Placement of Flow-Through Shares
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VANCOUVER, British Columbia, July 23, 2025 (GLOBE NEWSWIRE) -- Q2 Metals Corp. (TSX.V: QTWO, OTCQB:QUEXF, FSE: 458) ("Q2" or the "Company") announces today that it has entered into an agreement pursuant to which Canaccord Genuity Corp., as sole agent (the "Agent"), in connection with a best efforts private placement of 20,000,000 common shares of the Company that qualify as "flow-through shares" (within the meaning of subsection 66(15) of the Tax (as defined below) (the "FT Shares") at a price of $1.00 per FT Share (the "Offering Price"), for gross proceeds of up to $20,000,000 (the "Offering"). In addition, the Company will grant the Agent an option to sell up to an additional 5,000,000 FT Shares at the Offering Price to raise additional gross proceeds of up to $5,000,000 (the "Agent's Option") on the same terms and conditions as set out herein. The Agent's Option is exercisable in whole or in part at any time, up to the closing date.
The Company will use an amount equal to the gross proceeds received by the Company from the sale of the FT Shares, pursuant to the provisions in the Income Tax Act (Canada) (the "Tax Act"), to incur (or be deemed to incur) eligible "Canadian exploration expenses" that qualify as "flow-through critical mineral mining expenditures" (as both terms are defined in the Tax Act) (the "Qualifying Expenditures") related to the Company's projects in Québec, on or before December 31, 2026, and to renounce all the Qualifying Expenditures in favour of the subscribers of the FT Shares effective December 31, 2025. In the event the Company is unable to renounce Qualifying Expenditures effective on or prior to December 31, 2025 to the subscribers for the FT Shares purchased in an aggregate amount not less than the gross proceeds raised from the issue of the FT Shares and/or the Qualifying Expenditures are otherwise reduced by the Canada Revenue Agency, the Company will indemnify each FT Share subscriber for any additional taxes payable by such subscriber as a result of the Company's failure to renounce the Qualifying Expenditures or or as a result of the reduction, as agreed.
The Offering is expected to close on or about August 14, 2025, or such other date as the Company and the Agent may agree and is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory and other approvals including the conditional approval of the TSX Venture Exchange.
Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106, Prospectus Exemptions ("NI 45-106"), the FT Shares will be offered for sale to purchasers resident in Canada and/or other qualifying jurisdictions pursuant to the listed issuer financing exemption under Part 5A of NI 45-106 (the "Listed Issuer Financing Exemption"). The securities issued to Canadian resident subscribers in the Offering will not be subject to a hold period pursuant to applicable Canadian securities laws.
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