Questcorp Mining Provides Clarification on Private Placement Investment

Rhea-AI Summary

Questcorp Mining (OTCQB: QQCMF) completed the first tranche of a non‑brokered private placement on October 24, 2025, issuing 14,000,334 units at $0.15 per unit for gross proceeds of $2,100,050. Each unit includes one common share and one‑half warrant; each full warrant is exercisable at $0.20 until October 24, 2027, with an accelerated expiry if shares trade at $0.50 for ten consecutive days.

$2,000,000 of the units are subject to a Sharing Agreement with Sorbie Bornholm LP, secured in escrow and settled in 24 monthly tranches of $79,792 measured against a Benchmark Price $0.1949. Monthly settlements vary pro rata with a 20‑day VWAP Settlement Price and may yield more or less than the baseline amount; there is no upper limit on additional proceeds when Settlement Price exceeds the benchmark.

Positive

• Gross proceeds of $2,100,050 from first tranche
• Issued 14,000,334 units with share plus warrant
• Warrants exercisable at $0.20 until Oct 24, 2027
• $2,000,000 portion secured in escrow under Sharing Agreement
• 24 monthly tranches of $79,792 baseline settlement

Negative

• Issuance of 14,000,334 units creates immediate shareholder dilution
• Warrant exercise at $0.20 could cause further dilution upon exercise
• Monthly settlement can deliver less than subscription if VWAP below $0.1949
• Settlement proceeds are variable and tied to 20‑day VWAP, increasing cash uncertainty

Vancouver, British Columbia--(Newsfile Corp. - November 10, 2025) - Questcorp Mining Inc. (CSE: QQQ) (OTCQB: QQCMF) (FSE: D910) (the "Company" or "Questcorp") completed the first tranche of its non-brokered private placement (the "Offering") on October 24, 2025. In connection with closing of the first tranche, the Company issued 14,000,334 units (each, a "Unit") at a price of $0.15 per Unit for gross proceeds of $2,100,050. Each Unit consists of one common share of the Company (each, a "Share") and one-half-of-one share purchase warrant (each whole warrant, an "Warrant"). Each Warrant entitles the holder to acquire an additional common share of the Company at a price of $0.20 until October 24, 2027, subject to accelerated expiry in the event the closing price of the Shares is $0.50 or higher for ten consecutive trading days.

A portion of the Units issued under the first tranche the Offering, representing $2,000,000 are held pursuant to a sharing agreement entered into with an institutional investor, Sorbie Bornholm LP ("Sorbie") and the Company (the "Sharing Agreement"). Funds deposited under the Sharing Agreement are secured in escrow with a third-party. The Sharing Agreement provides that the Company's economic interest will be determined in twenty-four monthly settlement tranches as measured against the Benchmark Price (as defined herein). Unless subject to adjustment, each monthly settlement tranche will total $79,792.

If, at the time of settlement, the Settlement Price (determined monthly based on a volume-weighted average price for twenty trading days prior to the settlement date) (the "Settlement Price") exceeds the benchmark price of $0.1949 (the "Benchmark Price"), the Company shall receive more than one-hundred percent of the monthly settlement due, on a pro-rata basis. There is no upper limit placed on the additional proceeds receivable by the Company as part of the monthly settlements. If, at the time of settlement, the Settlement Price is below the Benchmark Price of $0.1949, the Company will receive less than one-hundred percent of the monthly settlement due on a pro-rata basis. In no event will a decline in the Settlement Price of the Units result in an increase or decrease in the number of Units being issued to Sorbie, but it could result in the Company receiving less than the full amount of the subscription received from Sorbie or in the Company receiving a nominal amount for a particular month.

As an example, the following are the monthly settlement amounts the Company would receive based on varying Settlement Prices:

Settlement Price	Monthly Settlement Amount
$0.2449	$100,262
$0.1949 (Benchmark Price)	$79,792
$0.1449	$59,322

 

For further information concerning the Offering, readers are encouraged to review the news release issued by the Company on October 27, 2025.

About Questcorp Mining Inc.

Questcorp Mining Inc. is engaged in the business of the acquisition and exploration of mineral properties in North America, with the objective of locating and developing economic precious and base metals properties of merit. The Company holds an option to acquire an undivided 100% interest in and to mineral claims totaling 1,168.09 hectares comprising the North Island Copper Property, on Vancouver Island, British Columbia, subject to a royalty obligation. The Company also holds an option to acquire an undivided 100% interest in and to mineral claims totaling 2,520.2 hectares comprising the La Union Project located in Sonora, Mexico, subject to a royalty obligation.

Contact Information

Questcorp Mining Corp.

Saf Dhillon, President & CEO

Email: saf@questcorpmining.ca
Telephone: (604) 484-3031

This news release includes certain "forward-looking statements" under applicable Canadian securities legislation. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties, uncertain capital markets; and delay or failure to receive board or regulatory approvals. There can be no assurance that the geophysical surveys will be completed as contemplated or at all and that such statements 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 statements. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/273791

FAQ

What did Questcorp (QQCMF) announce on October 24, 2025 about its private placement?

Questcorp issued 14,000,334 units at $0.15 per unit for $2,100,050 gross proceeds on October 24, 2025.

How are the units structured in Questcorp's (QQCMF) offering and what are the warrant terms?

Each unit contains one common share and one‑half warrant; each whole warrant is exercisable at $0.20 until Oct 24, 2027, subject to accelerated expiry.

What portion of Questcorp's (QQCMF) private placement is under the Sharing Agreement with Sorbie?

$2,000,000 of the units issued in the first tranche are held pursuant to the Sharing Agreement with Sorbie Bornholm LP.

How will Questcorp (QQCMF) receive funds under the Sorbie Sharing Agreement and on what timeline?

Funds are settled from escrow in 24 monthly tranches, each baseline tranche totaling $79,792, measured against a benchmark price.

What benchmark and pricing method determine Questcorp's (QQCMF) monthly settlements?

Monthly settlements use a 20‑day volume‑weighted average price (VWAP) compared to a Benchmark Price of $0.1949 to scale monthly amounts pro rata.

Could Questcorp (QQCMF) receive more or less than the subscription amount under monthly settlements?

Yes. If Settlement Price > $0.1949 the company receives more than the baseline, and if below it receives less; there is no upper limit on additional proceeds.