Q-Gold Resources Ltd.

Q-Gold Resources Ltd.

January 03, 2007 09:00 ET

Q-Gold Completes $1,581,804 Financing

FORT FRANCES, ONTARIO--(CCNMatthews - Jan. 3, 2007) - Q-Gold Resources Ltd. (TSX VENTURE:QAU) (FWB:QX9) ("Q-Gold" or the "Corporation") is pleased to
announce that it has completed a non-brokered flow-through private placement (as previously announced in its press release of December 12, 2006) for gross proceeds of $1,581,804 (the "Offering"). The original Offering of $1,200,000 was oversubscribed by $381,804.

Pursuant to the Offering, the Corporation issued 8,787,800 units ("Units") at a price of $0.18 per Unit. Each Unit consisted of one "flow-through" common share of the Corporation (a "Flow-Through Share") and one common share purchase warrant (a "Warrant"). Each Warrant will entitle the holder to purchase one additional common share of the Corporation (a "Common Share") at a price of $0.27 for a period of 24 months from the date of issuance.

MineralFields Group ("MineralFields"), a Toronto-based mining fund, has subscribed for $900,000 of the Offering (5,000,000 Units). Pursuant to the subscription by MineralFields, Q-Gold has paid Limited Market Dealer Inc. ("LMDI") a 5% cash finder's fee of $45,000 and granted LMDI 500,000 finder's fee
warrants (the "Finder's Warrant"). Each Finder's Warrant entitles the holder 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 have the same terms as the Units under the Offering, except that they consist of Common Shares rather than Flow-Through Shares. The Corporation also paid a 3% cash due diligence fee of $27,000 to LMDI.

Furthermore, Q-Gold paid additional finder's fees of $34,090 in cash and granted 378,780 Warrants to other finders in the Offering.

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. 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 2007 exploration operations, including an estimated 5,000 metres of diamond drilling on its 27,020 acres (109.4 square kilometres) of 100% owned prospective gold claims, leases, patents and optioned patents in the historic Gold Camp of Mine Centre,
Ontario. A portion of the proceeds will also be utilized in permitting and engineering studies as a prelude to dewatering and re-entering the historic Foley Gold Mine for underground exploration activities next year.

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. Pathway Asset Management also specializes in the manufacturing and distribution of structured products and mutual funds. Information about MineralFields Group is available at www.mineralfields.com.

About the Corporation:

Q-Gold is a Canadian based mineral exploration company currently exploring for precious and base metals on its extensive holdings at Mine Centre, Ontario.

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

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

Contact Information