
Q2 Metals Corp. (TSX-V: QTWO) (OTCQB: QUEXF) (FSE: 458) is pleased to announce that the Company has closed its previously announced upsized private placement of 26,000,000 common shares of the Company that qualify as “flow-through shares” (within the meaning of subsection 66(15) of the Tax Act (as defined below)) at a price of $1.00 per FT Share for total gross proceeds of $26,000,000, which includes the full exercise of the Agent’s option for gross proceeds of $5,000,000.
The Offering was conducted on best efforts private placement basis pursuant to an agency agreement dated August 14, 2025 between Canaccord Genuity Corp., as sole agent and bookrunner, and the Company. The Offering consisted of the sale of 25,000,000 FT Shares sold pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106 – Prospectus Exemptions as amended by Coordinated Blanket Order 45-935 – Exemptions from Certain Conditions of the Listed Issuer Financing Exemption and 1,000,000 FT Shares pursuant to prospectus exemptions under NI 45-106 other than the Listed Issuer Financing Exemption.
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) 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) related to the Company’s mineral 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 on or before December 31, 2025.
As consideration for the Agent’s services, the Agent received a cash commission of $1,300,000 and 1,300,000 non-transferable broker warrants with each Broker Warrant entitling the holder thereof to purchase one common share of the Company at a price of $0.90 per Broker Share for a period of three years from the closing date of the Offering.
The Offering remains subject to the final approval of the TSX Venture Exchange. The LIFE FT Shares are not subject to any hold period under applicable Canadian securities laws. The Non-LIFE FT Shares are subject to a hold period of four months and one day from the closing date of the Offering under applicable Canadian securities laws.
An offering document related to the Offering can be accessed under the Company’s profile on SEDAR+ at www.sedarplus.ca and on the Company’s website at www.q2metals.com.
This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, including any of the securities in the United States of America. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “1933 Act”) or any state securities laws and may not be offered or sold within the United States or to, or for account or benefit of, U.S. persons unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration requirements is available. “United States” and “U.S. person” have the meaning ascribed to them in Regulation S under the 1933 Act.
ABOUT Q2 METALS CORP.
Q2 Metals is a Canadian mineral exploration company focused on the Cisco Lithium Project located within the greater Nemaska traditional territory of the Eeyou Istchee, James Bay, Quebec, Canada.
The Cisco Project is comprised of 801 claims, totaling 41,253 hectares, with the main mineralized zone just 6.5 km from the Billy Diamond Highway, which transects the Project. The Town of Matagami, rail head of the Canadian National Railway, is approximately 150 km to the south.
The Cisco Project has district-scale potential with an initial Exploration Target estimating a range of potential lithium mineralization and grade of 215 to 329 million tonnes at a grade ranging from 1.0 to 1.38% Li2O, based only on the first 40 holes drilled.
Drill testing continues with mineralization open at depth and along strike with potential for significant expansion at the Cisco Mineralized Zone. The 2025 Summer Program is ongoing, with rolling assay results anticipated into Q3 2025 as the Company works towards a maiden resource estimate.
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