Q-Gold Resources Ltd.
TSX VENTURE : QAU
FRANKFURT : QX9

Q-Gold Resources Ltd.

December 12, 2006 17:21 ET

Q-Gold Announces Flow-Through Private Placement

FORT FRANCES, ONTARIO--(CCNMatthews - Dec. 12, 2006) - Q-Gold Resources Ltd. (TSX VENTURE:QAU)(FWB:QX9) ("Q-Gold" or the "Corporation") is pleased to announce that it intends to complete a non-brokered private placement of up to $1,200,000 (the "Offering") on a flow-through basis.

The Offering will consist of the issuance of up to 6,666,666 units (the "Units") in the capital of Q-Gold at a price of $0.18 per Unit.

Each Unit consists of one common share issued on a "flow-through" basis (the "Flow-Through Share") and one common share purchase warrant (the "Warrant"). Each Warrant entitles the holder to acquire one additional non-flow-through common share at an exercise price of $0.27 for a period of 24 months from issuance.

Mineralfields Group ("MineralFields"), a Toronto-based mining fund, has agreed to subscribe for a minimum of $900,000 of the Offering.

Pursuant to the subscription by MineralFields, the Corporation has agreed to pay Limited Market Dealer Inc. ("LMDI") a finder's fee in cash equivalent to 5% of the Mineralfields' subscription amount and finder's fee warrants ("Finder's Warrant") equal to 10% of the number of Units purchased by Mineralfields. Each Finder's Warrant entitles LMDI to acquire one Unit at an exercise price of $0.18 for a period of 24 months from issuance. The Units issuable upon exercise of the Finder's Warrant will have the same terms as the Units under the Offering. The Corporation will also be responsible for paying a cash due diligence fee of 3% of the Mineralfield's subscription amount.

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 TSX Venture Exchange (the "Exchange"). It is contemplated that the Flow-Through Shares will entitle the holders to a 100% CEE tax deduction as set forth under the Income Tax Act (Canada).

Proceeds from the Offering will be used by Q-Gold for exploration operations, including an estimated 5,000 metres of diamond drilling on its 26,940 acres of prospective gold claims, leases and patents in the historic Gold Camp of Mine Centre, Ontario.

Closing of the Offering is subject to the all regulatory approval, including the Exchange.

About MineralFields:

MineralFields Group (a division of Pathway Asset Management) is a Toronto-based mining fund with significant assets under administration that offers its tax advantaged super flow-through limited partnerships to investors throughout Canada during most of the calendar year, as well as hard-dollar resource limited partnerships to investors throughout the world. Information about MineralFields Group is available at www.mineralfields.com.

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.


The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this release.

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