/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES/
CALGARY, Nov. 3, 2011 /CNW/ - CMQ Resources Inc. (TSXV: NV) ("CMQ") announced today that it has obtained all necessary approvals,
including the conditional approval of the TSX Venture Exchange (the "Exchange"), and that it has completed the private placement previously announced
on October 19, 2011 (the "Offering") of $1,500,000 principal amount of secured convertible debentures to
Matco Investments Ltd. ("Matco"), CMQ's principal creditor and shareholder and a control person of
The Offering resulted in the issuance of $1,500,000 principal amount of
convertible debentures (the "Debentures") secured against all present and after acquired property of CMQ on
similar terms to CMQ's existing secured indebtedness owing to Matco.
The Debentures have a maturity date of October 15, 2013 and bear
interest at a rate equal to 9% per annum. The accrued principal and
interest amounts owing on the Debentures shall be convertible, at
Matco's election, into common shares of CMQ at a price equal to $0.10
per common share. Matco was the only subscriber to the Offering.
Matco and related persons currently hold 22,094,141 common shares of
CMQ, representing 49.99% of CMQ's outstanding common shares and would hold 37,094,141
common shares of CMQ, representing 63% of CMQ's outstanding common
shares if the full principal amount of the Debentures were to be
converted. The Debentures are subject to a hold period under
applicable securities laws which hold period expires on March 4, 2012.
At the annual and special meeting of shareholders of CMQ held on June
21, 2011 (the "Meeting"), the shareholders of CMQ had previously passed a resolution both on a
majority basis and on a "majority of the minority" basis, approving
Matco's participation in such a financing, including the possibility of
Matco acquiring up to 90% of the issued and outstanding shares of CMQ
and becoming a de facto control person of CMQ in accordance with Multilateral Instrument 61-101.
In connection with completion of the Offering, and for no additional
consideration, Matco has agreed to forbear from enforcing its rights
and remedies against CMQ in respect of substantially all amounts CMQ
was indebted to Matco.
The net proceeds of the Offering will be used principally for working
This press release is not an offer to sell securities in the United
States. Securities may not be offered or sold in the United States in
the absence of registration or an exemption from registration.
The Exchange does not accept responsibility for the adequacy or accuracy
of this release.
This press release contains certain forward-looking statements and
forward-looking information (collectively referred to herein as "forward-looking statements") within the meaning of Canadian securities laws including with respect
to the timing, completion of and terms of the Offering. All statements
other than statements of historical fact are forward-looking
statements. Forward-looking statements typically contain statements
with words such as "anticipate", "believe", "plan", "continuous",
"estimate", "expect", "intend", "may", "will", "shall", "project",
"would", "should", or similar words suggesting future outcomes.
Undue reliance should not be placed on forward-looking statements, which
are inherently uncertain, are based on estimates and assumptions, and
are subject to known and unknown risks and uncertainties (both general
and specific) that contribute to the possibility that the future events
or circumstances contemplated by the forward-looking statements will
not occur. There can be no assurance that the plans, intentions or
expectations upon which forward-looking statements are based will in
fact be realized. Actual results will differ, and the difference may be
material and adverse to CMQ and shareholders. Forward-looking
statements are based on management's current beliefs as well as
assumptions made by, and information currently available to,
management. Though management considers these assumptions to be
reasonable based on information currently available to it, they may
prove to be incorrect. By their very nature, forward-looking statements
involve inherent risks and uncertainties, both general and specific,
and risks that forward-looking statements will not be achieved. The
forward-looking statements contained in this press release are made as
of the date hereof and CMQ does not undertake any obligation to update
publicly or to revise any of the included forward-looking statements,
except as required by applicable law. The forward-looking statements
contained herein are expressly qualified by this cautionary statement.
SOURCE CMQ Resources Inc.
For further information:
contact Ryan Jennings, Corporate Secretary, CMQ Resources Inc., Tel: (403) 294-6496