Q-Gold Resources Ltd.

Q-Gold Resources Ltd.

February 25, 2005 10:30 ET

Q-Gold Announces $1.8 Million Short Form Offering


NEWS RELEASE TRANSMITTED BY CCNMatthews

FOR: Q-GOLD RESOURCES LTD.

FEBRUARY 25, 2005 - 10:30 ET

Q-Gold Announces $1.8 Million Short Form Offering

FLAGSTAFF, ARIZONA--(CCNMatthews - Feb. 25, 2005) -

Mr. J. Bruce Carruthers II reports:

Q-Gold Resources Ltd., formerly Solana Petroleum Corp. (NEX:SOP.H)
("Q-Gold"), announced today that it has engaged Northern Securities Inc.
("Northern") to act as exclusive agent for Q-Gold in connection with its
proposed Short Form Offering pursuant to exemptions available under
applicable securities legislation and the policies of the TSX Venture
Exchange.

The offering qualifies the distribution of a minimum of 4,500,000
flow-through common shares ("Flow-Through Shares") and/or units
("Units") in the capital of Q-Gold, to a maximum of 4,500,000
Flow-Through Shares and a maximum of 4,500,000 Units at a price of $0.20
per Flow-Through Share and $0.20 per Unit. Each Unit consists of one
common share ("Common Share") in the capital of Q-Gold and one common
share purchase warrant (a "Warrant"). Each Warrant entitles the holder
thereof to acquire one additional Common Share at a price of $0.25 if
exercised within 24 months from the date of issuance. In the event that
only the minimum amount of the offering is completed, a maximum of
1,000,000 Flow-Through Shares will be eligible for issuance.

Pursuant to an Agency Agreement dated February 23, 2005 between Northern
and Q-Gold, Q-Gold has agreed to pay Northern a cash commission equal to
10% of the aggregate proceeds of the offering plus a 5% Financial
Advisory Fee payable at closing in cash or Units at the discretion of
Northern. In addition, Q-Gold has agreed to issue to Northern a
non-transferable option to acquire that number of Units ("Agent's
Units") equal to 20% of the total number of Units sold pursuant to the
Offering, exercisable at a price of $0.20 per Agent's Unit for a period
of two years from the date of issuance. Each Agent's Unit has identical
terms to the Units under the offering. Q-Gold will also issue to
Northern a non-transferable option to acquire that number of Common
Shares and/or Flow-Through Shares (at the discretion of Northern) equal
to 20% of the total number of Flow-Through Shares sold pursuant to the
Offering, exercisable at a price of $0.20 per Common Share or $0.22 per
Flow-Through Share for a period of two years from the date of issuance.
Furthermore, Q-Gold will pay Northern a $20,000 non-refundable work fee,
an additional work fee consisting of 50,000 Agent's Units and compensate
Northern for its reasonable fees, costs and expenses related to the
offering.

Proceeds of the offering will be used to complete Q-Gold's previously
announced reverse takeover transaction pursuant to TSX Venture Exchange
Policy 5.2, to fund a proposed work program on Q-Gold's gold exploration
properties in the Greenstone Belt of Northwestern Ontario near Mine
Centre, to repay outstanding debt and for general corporate purposes.
Upon approval of the reverse takeover by the TSX Venture Exchange and
the closing of the offering, Q-Gold expects to be reinstated as a "Tier
2 Qualifying Issuer" on the TSX Venture Exchange.

Q-Gold also announces the resignation of William W. Root as a director
of the company. Mr. Root resigned in order to pursue other business
activities.

This release may contain forward looking statements implying an
assessment that the resources described can be produced profitably in
the future. These statements are based on current expectations that
involve a number of risks and uncertainties, which could cause actual
results to differ from those anticipated.

SEC 12g 3-2(b) Exemption # 82-4931

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Contact Information

  • FOR FURTHER INFORMATION PLEASE CONTACT:
    Q-Gold Resources Ltd.
    J. Bruce Carruthers II
    President
    (928) 779-0166
    The NEX and the TSX Venture Exchange have not reviewed and do not accept
    responsibility for the adequacy or accuracy of this release.