Q PRECIOUS CLOSES FIRST TRANCHE OF FINANCING

Mr. Richard Penn reports

Q PRECIOUS & BATTERY METALS CORP. CLOSES PRIVATE PLACEMENT TRANCHE AND SETTLES DEBT

Q Precious & Battery Metals Corp. has closed the first tranche of its previously announced private placement offerings (see the news releases dated July 3, 2025, and July 11, 2025) and its previously announced debt settlement (see the news release dated July 4, 2025).

The company issued 400,000 non-flow-through (NFT) units at a price of five cents per NFT unit for gross proceeds of $20,000. Each NFT unit consists of one non-flow-through common share and one whole warrant. Each NFT unit warrant entitles the holder to purchase one common share at a price of 5.5 cents per share for a term of three years from the date of closing.

The company issued 7.55 million flow-through (FT) units at a price of five cents per FT unit for gross proceeds of $377,500. Each FT unit consists of one flow-through common share and one whole warrant. Each FT unit warrant entitles the holder to purchase one common share at a price of seven cents per share for a term of three years from the date of closing.

The company paid finders' fees of up to 10 per cent in cash and issued finder's warrants equal to 10 per cent of the number of NFT units and FT units sold to eligible finders. Each finder's warrant is exercisable at a price of five cents per share for a term of three years.

The proceeds from the offerings will be used for mineral and gas exploration activities and general working capital.

The company also settled outstanding indebtedness of up to $288,125 in exchange for an aggregate of up to 5,762,500 common shares of the company at a price of five cents per common share. The debt settlements included $20,000 owing to the company's chief financial officer, Krystal Pineo, and $20,000 owing to a director of the company, Kwaku Ashong.

Participation by Ms. Pineo and Mr. Ashong in the debt settlements are considered related party transactions pursuant to Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The company is exempt from the requirements to obtain a formal valuation and minority shareholder approval in connection with their participation in the debt settlements in reliance of sections 5.5(a) and 5.7(a) of MI 61-101, respectively, on the basis that participation in the debt settlements by them did not exceed 25 per cent of the fair market value of the company's market capitalization.

The offerings and debt settlements are subject to the approval of the Canadian Securities Exchange. The securities issued are subject to a hold period of four months and one day from the date of issuance.

We seek Safe Harbor.