QGR Q Gold Resources Ltd

VANCOUVER, Aug. 2, 2012 /CNW/ - Q-Gold Resources Ltd. (the "Company") (http://www.qgoldresources.com) is pleased to announce that it intends to complete a non-brokered private placement for aggregate gross proceeds of up to $1,120,000 (the "Offering"). The Offering will consist of: (1) 4,000,000 Flow-through Units ("Flow-Through Units") at a price of $0.16 per Flow-Through Unit, for gross proceeds of up to $640,000; and (2) 4,000,000 Non-Flow-through Units ("Units") at a price of $0.12 per Unit, for gross proceeds of up to $480,000. Each Flow-Through Unit will consist of one common share issued on a "flow-through" basis and one common share purchase warrant (the "Flow-Through Warrant"), entitling the holder to acquire one additional common share at an exercise price of $0.20 for a period of 24 months from issuance. Each Unit will consist of one common share and one common share purchase warrant (the "Warrant"), entitling the holder to acquire one additional common share at an exercise price of $0.16 for a period of 24 months from issuance. 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"). A finder's fee may be payable in relation to the proposed private placement in line with the policies of the Exchange. The Offering is subject to Exchange approval. Proceeds from the "flow-through" portion of the Offering will be used by Q-Gold for continued exploration in the Company's historic (19(th) Century) gold and silver camps at Mine Centre, Ontario, and all non "flow-through" proceeds of the Offering will be used towards continued exploration of Q-Gold's Crown King, Arizona property and for general corporate purposes. About Q-Gold Resources Ltd. Q-Gold is a Canadian-based mineral exploration company currently exploring for precious and base metals on its Ontario and Arizona properties. Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. Q-Gold Resources Ltd. CONTACT: J. Bruce Carruthers II, Chairman at 1-888-779-0166or info@qgoldresources.com,Website: http://www.qgoldresources.com

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