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Gold/Mining/Energy : Gold and Silver Juniors, Mid-tiers and Producers

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To: InsiderAlert who wrote (65968)	6/26/2009 8:28:30 PM
From: Rocket Red	Read Replies (1) of 78410

Q-Gold Resources arranges $1-million private placement 2009-06-26 19:40 ET - News Release Shares issued 97,773,057 QAU Close 2009-06-26 C$ 0.045 Mr. J. Bruce Carruthers reports Q-GOLD ANNOUNCES FLOW-THROUGH FINANCING WITH THE MINERALFIELDS GROUP Q-Gold Resources Ltd. intends to complete a non-brokered flow-through private placement for total gross proceeds of up to $1-million. Toronto-based mining fund, the MineralFields Group, has agreed to subscribe for a minimum of $400,000 of the offering. The offering will consist of the issuance of up to 25 million units in the capital of Q-Gold at a price of four cents per unit. Each unit consists of one common share issued on a flow-through basis and one-half of one common share purchase warrant. Each whole warrant will entitle the holder to acquire one additional non-flow-through common share at an exercise price of six cents for a period of 12 months from issuance and 10 cents thereafter within 24 months of issuance. Pursuant to the offering, the corporation has agreed to pay Limited Market Dealer Inc. (LMDI) a cash finder's fee equivalent to 5 per cent of the MineralFields portion of the offering and finder's fee warrants equal to 10 per cent of the number of units purchased under the MineralFields portion of the offering. Each finder's warrant entitles the holder to acquire one unit at an exercise price of four cents for a period of 24 months from issuance. The finder's units issuable upon exercise of the finder's warrants will comprise one common share and one-half of one warrant. All securities issued in connection with the offering will be subject to a four-month restriction from resale, as stipulated under applicable securities legislation and the exchange. It is contemplated that the flow-through shares will entitle the holders to a 100-per-cent Canadian exploration expense (CEE) tax deduction, as set forth under the Income Tax Act (Canada). Closing of the offering is subject to all regulatory approvals, including those of the exchange. Proceeds from the offering will be used by Q-Gold for continued gold exploration on the corporation's 30,000-plus acres of patents, Crown leases and Crown mining claims in the historic (1890s) gold camp at Mine Centre, Ont. We seek Safe Harbor.

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