UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant x
Filed by a Party other than the Registrant ¨
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| ¨ | Preliminary Proxy Statement | |
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| (as permitted by Rule 14a-6(e)(2)) | ||
| ¨ | Definitive Proxy Statement | |
| x | Definitive Additional Materials | |
| ¨ | Soliciting Material Pursuant to 240.14a -11 or 240.14a -12 |
QUINCY GOLD CORP.
(Name of Registrant as Specified in its Charter)
NONE
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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120 Adelaide Street West
Suite 512, Toronto
Ontario, Canada M5H 1T1
Telephone Number (416) 366-7871
ADDENDUM TO
PROXY STATEMENT
RELATING TO
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 1, 2005
PLAN BENEFITS
2003 Key Employee Stock Option Plan (as amended)
| Name and Position | Dollar Value1 | Number of Units | |
| ($) | |||
| Daniel T. Farrell, Chairman, CEO, Secretary and Director | $ | 0.25 | 95,000 |
| Art D. Ettlinger, President, COO and Director | $ | 0.45 | 500,000 |
| James N. Fairbairn | $ | 0.25 | 100,000 |
| Executive Group | $ | 0.372 | 695,000 |
| Non-Executive Director Group | $ | 0.25 | 760,000 |
| Non-Executive Officer Employee Group | $ | 0.304 | 1,065,000 |
Option Grants as of March 4, 2005 are summarized as follows:
| Name of Beneficial Owner | Title/Relationship to Company | Options | Pricing |
| Daniel T. Farrell | Chairman, Chief Executive Officer, Secretary and Director | 220,0001, 2 | $0.25 |
| James Fairburn | Chief Financial Officer | 100,0002 | $0.25 |
| Thomas Skimming | Director | 220,0002 | $0.25 |
| George Cole | Director | 220,0002 | $0.25 |
| William C. Utterback | Director | 100,0002 | $0.25 |
| John Cullen | Director | 220,0002 | $0.25 |
| William Sheriff | 17% shareholder | 220,0002 | $0.25 |
| Murray Black | Corporate Consultant | 220,0002 | $0.25 |
| Kathy Turek | Project Geologist | 75,0002, 3 | $0.25 |
| John Legg | Legal Counsel | 75,0002 | $0.25 |
| Kathy Turek | Project Geologist | 75,0004 | $0.45 |
| David Rowe | Project Geologist | 150,0004 | $0.45 |
| Total | 1,895,000 |
2Vesting is 25% every 6 months beginning January 1, 2004. All options expire December 3, 2008.
3Of which 56,250 have been exercised.
4Vesting is 25% every 6 months beginning July 13, 2004. All options expire January 13, 2009.
Proposed Option Grants as of March 4, 2005 (subject to shareholder approval) are summarized as follows:
| Name of Beneficial Owner | Title/Relationship to Company | Options | Pricing |
| Robert Mackay | Consulting Geologist | 250,000 | $0.301 |
| Art. D. Ettlinger | President, Chief Operating Officer and Director | 500,000 | $0.451 |
| Total | 750,000 |
2Vesting is 25% every 6 months beginning August 1, 2005. All options expire February 1, 2010.
The market value of the common shares underlying the options as of March 4, 2005 was $0.75 per share (the closing price of the common shares on the OTC Bulletin Board as reported by NASDR, Inc.)