The Subscription Receipts were created and issued pursuant to the terms of a subscription receipt agreement dated October 3, 2025 (the "Subscription Receipt Agreement") between the Company, the Agent, and TSX Trust Company as subscription receipt agent (the "Subscription Receipt Agent"). The gross proceeds of the Offering, less 50% of the Agent's fee payable to the Agent in connection with the sale of Subscription Receipts and the costs and expenses of the Agent payable by the Company as provided for in the Agency Agreement, have been deposited in escrow with the Subscription Receipt Agent pending satisfaction or waiver of the Escrow Release Conditions (as defined below), in accordance with the provisions of the Subscription Receipt Agreement.
Each Subscription Receipt will be deemed to be automatically exchanged, without payment of additional consideration or further action by the holder thereof, into one unit (a "Unit") immediately upon the satisfaction or waiver of the Escrow Release Conditions on or before November 14, 2025 (the "Escrow Release Deadline").
Once issued upon exchange of the Subscription Receipts, each Unit will be comprised of one common share in the capital of the Company (a "Common Share") and one-half of one Common Share purchase warrant of the Company (each whole warrant, a "Warrant"). Each Warrant will entitle the holder to acquire one Common Share (a "Warrant Share") at a price of $0.20 per Warrant Share until October 3, 2027; provided, however, that if at any time after February 4, 2026, the Common Shares trade at $0.25 per Common Share or higher on the TSX Venture Exchange ("TSXV") for a period of 10 consecutive days, the Company will have the right (but not the obligation) to accelerate the expiry date of the Warrants to the date that is 30 days after the Company issues a news release announcing that it has elected to exercise this acceleration right.
Pursuant to the terms of the Subscription Receipt Agreement, each Subscription Receipt shall be automatically exchanged into one Unit upon:
receipt by Q-Gold of all required corporate, regulatory and TSXV approvals in connection with the Offering and the proposed indirect acquisition by the Company of the interest held by Alamos Gold Inc. ("Alamos") in the advanced stage gold mineral exploration project (the "Quartz Mountain Project") located in south-central Oregon, pursuant to a share exchange agreement (the "SEA") dated March 31, 2025, as amended, between the Company, Alamos and certain target subsidiaries of Alamos (the "Acquisition");
the completion, satisfaction or waiver of all conditions precedent to the closing of the Acquisition in accordance with the SEA, other than the payment of ...
