QMines Clears $15 Million QIC Investment, Emerges Debt Free

QMines Clears Final Hurdle for $15 Million QIC Investment, Emerges Debt Free

QMines Limited (ASX: QML) has reached a pivotal corporate milestone, announcing the satisfaction of all conditions precedent required for completion of a $15 million strategic investment by QIC's Critical Minerals and Battery Technology Fund (QCMBTF). Simultaneously, the Company has converted a $1.0 million convertible note into equity, leaving QMines entirely debt free as it accelerates toward development of its flagship Mt Chalmers Copper and Gold Project in Central Queensland. The QMines QIC $15 million investment and debt free Mt Chalmers development marks a defining turning point for the company's trajectory.

"QMines is now debt free and has satisfied the final remaining condition precedent for completion of the $15 million QIC investment. With the QIC transaction nearing completion, QMines is exceptionally well positioned to accelerate development activities at Mt Chalmers, complete the Definitive Feasibility Study and continue advancing our strategy of becoming Queensland's next copper and gold producer." — Executive Chairman Andrew Sparke

What Just Happened and Why It Matters

This announcement carries several interconnected developments that together meaningfully strengthen QMines' corporate and financial position heading into a critical development phase.

The company has satisfied all conditions precedent for the QCMBTF's $15 million strategic investment, with completion now expected shortly. Furthermore, the convertible note has been fully converted into equity, with the $1.0 million principal converted at $0.045 per share into 22,222,223 fully paid ordinary shares.

A mortgage over Mt Mackenzie tenements has been released following payment of a $150,000 security release fee to the noteholder in exchange for early release of security interests, including the mortgage over MDL 2008 and EPM 10006. Consequently, QMines is now debt free, representing a material de-risking of the balance sheet at a time when the company is advancing toward its most capital-intensive development phase.

Understanding the Convertible Note Conversion

What Is a Convertible Note?

A convertible note is a form of short-term debt that gives the lender the option — or in some cases the obligation — to convert the outstanding loan balance into shares in the company rather than receive cash repayment. Convertible notes are commonly used in junior mining and development companies as a flexible financing tool, often carrying agreed conversion prices and security arrangements.

Why Does This Matter to QMines Investors?

In QMines' case, the convertible note had been secured against the Mt Mackenzie tenements, meaning the lender held a mortgage over those assets as collateral. By converting the note into equity and paying the security release fee, QMines has eliminated the debt obligation entirely, freed the Mt Mackenzie project from encumbrance, and removed a potential barrier to the QIC investment completing.

The result is a cleaner balance sheet and an unencumbered asset portfolio, both of which are meaningful improvements ahead of the final close of the $15 million QCMBTF investment.

Glossary of Key Terms

• Convertible Note: A debt instrument that converts into equity (shares) rather than being repaid in cash, typically at a pre-agreed price.
• Conditions Precedent: Requirements that must be fulfilled before a transaction can legally complete.
• Security Release Fee: A payment made to a lender to discharge a security interest (such as a mortgage) before its natural expiry.
• DFS (Definitive Feasibility Study): A comprehensive technical and financial study that establishes whether a mining project is economically viable at a bankable level of confidence.
• Tenement: A legal right to explore or mine a defined area of land, granted under Australian mining law.

A Project Portfolio With Substantial Scale

QMines' asset base underpins the strategic rationale for the QIC investment. The company holds 100% ownership of three projects including Mt Chalmers, Develin Creek, and Mt Mackenzie, all located within 90 kilometres of Rockhampton in Queensland. Together, these deposits carry combined Resources of approximately 20 million tonnes and Reserves of 9.6 million tonnes.

Mt Chalmers: The Flagship

Mt Chalmers is a high-grade historic copper-gold mine with a track record dating back to 1898. Between 1898 and 1982, the mine produced 1.2Mt at 2.0% Cu, 3.6g/t Au, and 19g/t Ag, a heritage that speaks to the quality of the underlying mineralisation.

Mt Chalmers Ore Reserve

Mt Chalmers Mineral Resource Estimate

Develin Creek: Copper-Zinc Optionality

Mt Mackenzie: High-Grade Gold and Silver

Note: Develin Creek, Woods Shaft, and Mt Mackenzie are not currently part of the mine plan for Mt Chalmers but represent additional resource optionality within the QMines portfolio.

What Comes Next: The Path to Development

With conditions precedent now satisfied, the immediate focus is on finalising the QIC investment and deploying capital toward the Mt Chalmers development programme.

Near-Term Catalysts

The completion of the QIC QCMBTF $15 million investment is expected shortly following satisfaction of all conditions. The Definitive Feasibility Study (DFS) represents a key milestone, with investment proceeds earmarked to fund DFS completion, which will underpin any future development decision.

Permitting activities will advance regulatory approvals required for mine development, whilst broader development activities encompass site and project preparation at Mt Chalmers.

Development Roadmap Summary

The Investment Case: Why This Announcement Adds Up

This announcement is not a routine corporate update. It represents the convergence of several positive developments that collectively advance QMines' trajectory from developer to producer. Indeed, the QMines QIC $15 million investment and debt free Mt Chalmers development story is becoming increasingly compelling for investors monitoring the critical minerals space.

Key pillars of the investment thesis include the following:

• Institutional validation comes through the QIC Critical Minerals and Battery Technology Fund investing $15 million into QMines, providing a significant signal of confidence in the Mt Chalmers development story. QIC is a substantial institutional investor, and its participation at this stage of the project's development is a meaningful endorsement.
• The debt-free balance sheet enables QMines to enter the DFS and permitting phase without debt, removing financial risk and providing flexibility in how future development funding is structured.
• Defined use of proceeds sees the $15 million specifically directed at DFS completion, permitting, and development activities that are directly on the critical path to becoming a producing copper and gold company.
• Mt Chalmers represents a high-grade, historically producing asset that is not a greenfield discovery. It is a known, high-grade system with decades of production history, supporting geological confidence at a level that many development-stage peers cannot claim.
• The commodity exposure positions QMines to benefit from copper's widely cited role as a critical input for electrification infrastructure globally, whilst gold provides a meaningful revenue hedge within the Mt Chalmers polymetallic ore body.
• 100% ownership across all projects means QMines retains full ownership of Mt Chalmers, Develin Creek, and Mt Mackenzie, ensuring any value created from these assets accrues entirely to shareholders.

Why Investors Should Keep QMines on Their Radar

QMines enters a new phase of its corporate life with its balance sheet in the strongest position it has been, a major institutional investor on board, and a clearly funded work programme ahead. The combination of a debt-free structure, imminent receipt of $15 million in strategic capital, and a high-grade copper-gold project with an established ore reserve base positions the company as one of the more advanced copper development stories on the ASX.

The DFS, once completed, will be the document that defines the project's bankable economics and unlocks the pathway to a final investment decision. With funding now in place to complete that study, QMines has removed what has historically been one of the most significant hurdles for junior miners: the gap between resource definition and a credible development plan.

QMines has positioned itself as a credible copper and gold development company in Queensland, with a debt-free balance sheet, a $15 million institutional investment nearing completion, and a defined programme to advance Mt Chalmers through its Definitive Feasibility Study toward production. With near-term completion of the QIC investment and DFS advancement underway, this is a company whose upcoming milestones are worth monitoring closely.

Shares on issue: 676,389,176 | Unlisted options: 38,000,000

Want to Know More About QMines and the Mt Chalmers Project?

With a debt-free balance sheet, a $15 million institutional investment from QIC nearing completion, and a funded pathway through the Definitive Feasibility Study, QMines (ASX: QML) is positioning itself as one of the ASX's more advanced copper and gold development stories. To explore the Mt Chalmers project, the broader QMines asset portfolio, and what this development stage means for investors, visit qmines.com.au.