/NOT FOR DISTRIBUTION TO U.S. NEWSPAPER SERVICES OR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THE RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAW./
CALGARY, July 22, 2014 /CNW/ - CMQ Resources Inc. ("CMQ") is pleased to announce that the holders (the "Shareholders") of common shares (the "Common Shares") in the capital of CMQ have approved the proposed consolidation of Common Shares on a 21,000,000 to one (1) basis (the "Consolidation"). The Consolidation is a "reorganization" under Policy 5.3 of the TSX Venture Exchange (the "Exchange"), "security consolidation" under Exchange Policy 5.8 and a "business combination" under Multilateral Instrument 61-101 – Protection of Minority Securityholders in Special Transactions ("MI 61-101"), which will result in Matco Investments Ltd. ("Matco"), currently the holder of 49.79% of the issued and outstanding Common Shares, becoming the sole shareholder of CMQ. Under the terms of the Consolidation, Shareholders will receive CAD$0.02 in cash for each pre-Consolidation Common Share held. The Consolidation was approved by approximately 93.96% of the votes cast by Shareholders and 83.33% of votes cast by Shareholders, after excluding the votes cast by persons whose votes may not be included in determining minority approval pursuant to MI 61-101, at the annual and special meeting of Shareholders ("Meeting") held earlier today.
The Shareholders further approved an amendment to the stock option plan of CMQ (the "Stock Option Plan") by approximately 99.41% of the votes cast. The amendment to the Stock Option Plan will result in the holders of options exercisable to purchase Common Shares instead being exercisable for identical consideration as holders of such fractional shares are entitled to receive as a result of the Consolidation.
The Consolidation is more fully described in the management information circular of CMQ dated June 23, 2014 and the accompanying Meeting materials which may be viewed under CMQ's profile on SEDAR at www.sedar.com.
The Articles of Amendment to effect the Consolidation are expected to be filed on July 23, 2014. Following the Consolidation, CMQ will apply to have the Common Shares delisted from the TSX Venture Exchange.
Registered Shareholders are encouraged to complete, execute and submit the Letter of Transmittal in their Meeting materials as soon as possible in order to receive the consideration to which they are entitled to under the Consolidation. Any questions and requests for assistance in respect of the Letter of Transmittal may be directed to Computershare Investor Services Inc. at its telephone numbers and locations set out in the Letter of Transmittal.
This press release contains forward-looking statements within the meaning of Canadian securities laws. These forward-looking statements contain statements of intent, belief, or current expectations of CMQ. Forward-looking information is often, but not always identified by the use of such words as "anticipate", "believe", "expect", "plan", "intend", "forecast", "target", "project", "may", "will", "should", "could", "estimate", "predict" or similar words suggesting future outcomes or language suggesting an outlook.
The forward-looking statements included in this press release, including statements concerning the anticipated completion of the proposed Consolidation and the anticipated timing thereof, are not guarantees of future results and involve risks and uncertainties that may cause actual results to differ materially from the potential results discussed in the forward-looking statements.
Risks and uncertainties that may cause such difference include but are not limited to: the risk that the Consolidation may not be completed on a timely basis, if at all; the conditions to the consummation of the Consolidation may not be satisfied; the risk that the Consolidation may involve unexpected costs, liabilities or delays; the risk that, prior to the completion of the Consolidation, CMQ's business may experience significant disruptions, including loss of customers or employees, due to transaction-related uncertainty or other factors; the possibility that legal proceedings may be instituted against CMQ and/or others relating to the Consolidation and the outcome of such proceedings; risks regarding the failure of Matco to obtain the necessary financing to complete the Consolidation; and risks related to the divergence of management's attention from CMQ's ongoing business operations. The failure of the parties to otherwise satisfy the conditions to or complete the Consolidation may result in the Consolidation not being completed on the proposed terms, or at all. In addition, if the Consolidation is not completed, the announcement of the Consolidation and the dedication of substantial resources to CMQ to the completion of the Consolidation could have a material adverse impact on CMQ's share price, its current business relationships (including with future and prospective employees, customers, distributors, supplies and partners) and on the current and future operations, financial condition and prospects of CMQ. When relying on forward-looking statements to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and potential events.
The forward-looking statements in this press release are made as of the date it was issued and CMQ does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise except as required by applicable law. By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, and risks that outcomes implied by forward-looking statements will not be achieved. CMQ cautions readers not to place undue reliance on these statements.
SOURCE: CMQ Resources Inc.
For further information: Ryan Jennings, Corporate Secretary, CMQ Resources Inc., P: 403-294-6496