Q-Gold Resources Ltd. — M&A Activity 2025

Apr 10, 2025

FORM 51-102F3

MATERIAL CHANGE REPORT

Item 1 Name and Address of Company

Q-Gold Resources Ltd. (“Q-Gold” and/or the “Company”)

198 Davenport Road

Toronto, Ontario

M5R 1J2

Item 2 Date of Material Change

March 31, 2025 and April 7, 2025

Item 3 News Releases

News releases were issued by Q-Gold respecting the material changes through the facilities of GlobeNewswire on April 3, 2025 and April 7, 2025, and were subsequently filed on SEDAR+.

Item 4 Summary of Material Changes

The Company entered into a share purchase agreement dated March 31, 2025, respecting the purchase of a later stage mineral exploration project located in south-central Oregon through the acquisition of all of the issued and outstanding shares of 0975828 B.C. Ltd. from its sole shareholder, Alamos Gold Inc. (NYSE: AGI).

In addition, the Company appointed Stan Bharti as its executive chairman, effective April 7, 2025.

Item 5 Full Description of Material Changes

The Company has entered into a share exchange agreement dated March 31, 2025 (the “Agreement”) with 0975828 B.C. Ltd. (the “Target”) and its sole shareholder, Alamos Gold Inc. (“Alamos”, or the “Shareholder”), pursuant to which Q-Gold intends to indirectly acquire a later stage mineral exploration project located in south-central Oregon (the “Quartz Mountain Project”) through the purchase of all of the issued and outstanding shares of the Target from the Shareholder (the “Acquisition”). The property consists of 244 claims with approximately 2,000 ha, of which Quartz Mountain is on 86 unpatented LODE mining claims covering 704 ha, and Angel’s Camp is on 158 unpatented LODE mining claims covering 1,248 ha in south-central Oregon (collectively, the “Assets”). The Target’s indirect wholly owned subsidiary, Quartz Mountain Gold Ltd., holds a 50% interest in Angel’s Camp, together with an option to acquire the remaining 50% interest and a 100% interest in Quartz Mountain, in each case upon completion of (i) permitting and (ii) a feasibility study respecting the Quartz Mountain Project.

The Target, a company existing pursuant to the laws of the Province of British Columbia, is the sole shareholder of Orsa Ventures Corp., a corporation existing under the laws of the Province of British Columbia, which is the sole shareholder of Quartz Mountain Gold Ltd., a corporation existing under the laws of the state of Nevada that solely owns the right to earn a 100% interest in the Quartz Mountain Project.

Pursuant to the Agreement, Q-Gold has agreed to pay or issue (as applicable) to Alamos the following (the “Purchase Price”):

1. on the closing date of the Acquisition (the “Closing Date”):

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a. US$2,850,000 in cash; and
b. such number of common shares of the Company which represent 9.99% of Q-Gold's issued and outstanding common shares immediately prior to the Closing Date, after taking into account any common shares of the Company to be issued pursuant to the concurrent minimum $5,000,000 financing (the "Offering"), the terms of which will be finalized in the coming weeks;

1. US$3,150,000 in cash or common shares (at Alamos' election) payable on the first anniversary of the Closing Date (the "12-Month Payment");
2. US$2,500,000 in cash or common shares (at Alamos's election) payable on the second anniversary of the Closing Date (the "24-Month Payment");
3. US$2,500,000 in cash or common shares (at Alamos's election) payable on the third anniversary of the Closing Date (collectively with the 12-Month Payment and the 24-Month Payment, the "Anniversary Payments");
4. US$5,000,000 in cash or common shares (at Alamos's election) payable on the earlier of: (i) completion of a feasibility study in respect of the Quartz Mountain Project, and (ii) the Company making a decision to commence construction of a mine on the Quartz Mountain Project (the "FS Payment"); and
5. US$5,000,000 in cash or common shares (at Alamos's election) payable when the Quartz Mountain Project has been permitted (collectively with the Anniversary Payments and FS Payment, the "Milestone Payments").

The Milestone Payments may also be paid in a number of Q-Gold common shares in certain circumstances described in and calculated in accordance with the terms of the Agreement (the "Milestone Shares"). In the event that the issuance of the Milestone Shares would result in Alamos holding more than 50% of the issued and outstanding common shares of the Company, then in lieu of issuing Milestone Shares in excess of such threshold, the value of the shares that would have been issued absent the application of such threshold shall be satisfied by the Company causing Quartz Mountain Gold Ltd. to grant a re-purchasable net smelter return royalty (the "NSR Royalty") to Alamos in respect of all minerals from the Quartz Mountain Project at a fixed rate of 0.2% of the net smelter return for each US$1,000,000 in value being satisfied by the issuance of such NSR Royalty on the terms described in the Agreement.

The Acquisition is an arm's length transaction for the purposes of the policies of the TSX Venture Exchange ("TSXV"). Q-Gold is not paying any finder's fees in connection with the Acquisition. The closing of the Acquisition is subject to the satisfaction of customary conditions precedent, including, inter alia, any requisite approval of the TSXV (which may require the preparation at the Company's expense of certain documents requested by the TSXV), completion of the Offering, the provision of legal opinions concerning certain corporate matters and the title to the Assets, and other closing conditions customarily found in transactions similar to the Acquisition.

In addition, the Company appointed Stan Bharti as its executive chairman, effective April 7, 2025.

Item 6 Reliance on subsection 7.1(2) of National Instrument 51-102

Not applicable.

Item 7 Omitted Information

Not applicable.

Item 8 Executive Officer

Dr. Andreas Rompel

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Chief Executive Officer
Tel: (416) 861 2267
E-mail: Andy.Rompel@qgoldresources.com

Item 9 Date of Report

April 9, 2025

Regulatory Statement

This report contains "forward-looking information" within the meaning of applicable Canadian securities legislation. Forward-looking information includes, but is not limited to, statements with respect to the Company's ability to complete the Acquisition and the Offering and to develop the Assets, the expected timing of completion of the Acquisition, the finalization of the terms of the Offering, the receipt of approval of the TSXV in connection with the Offering and the Acquisition, and other matters related thereto. Generally, forward-looking information can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved". Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company, as the case may be, to be materially different from those expressed or implied by such forward-looking information, including but not limited to: receipt of necessary approvals; general business, economic, competitive, political and social uncertainties; future mineral prices and market demand; accidents, labour disputes and shortages and other risks of the mining industry. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. The Company does not undertake to update any forward-looking information, except in accordance with applicable securities laws.