/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES/
CALGARY, June 8, 2012 /CNW/ - Matco Investments Ltd. ("Matco") announced today that it has acquired beneficial ownership of
$2,500,000 principal amount of convertible debentures (the "Debentures") of CMQ Resources Inc. ("CMQ") in connection with the completion of a private placement previously
announced on May 30, 2012. The principal amount of the Debentures (and
accrued interest thereon) may be converted into common shares of CMQ,
at a conversion price of $0.10 per share.
As a result of the private placement, 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 47,094,141
common shares of CMQ, representing 68% 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 October 9,
The Debentures were acquired by Matco pursuant to a Subscription
Agreement entered into between Matco and CMQ at an equivalent value to
the principal amount. Matco has acquired the Debentures pursuant to
section 2.3 [Accredited Investor] of National Instrument 45-106 - Prospectus and Registration Exemptions. The Debentures were acquired by Matco for investment purposes.
In connection with completion of the Offering, and for no additional
consideration, Matco and CMQ have entered into a Forbearance Agreement
dated May 30, 2012 wherein Matco has agreed to forbear from enforcing
its rights and remedies against CMQ in respect of substantially all
amounts CMQ was indebted to Matco until February 20, 2013.
This news release shall not constitute an offer to sell or the
solicitation of an offer to buy securities in the United States, nor
shall there be any sale of the securities in any jurisdiction in which
such offer, solicitation or sale would be unlawful. The securities of
the Issuer have not been registered under the U.S. Securities Act of 1933 (the "1933 Act"), or any state securities laws and may not be offered or sold in the
United States or to a U.S. person absent registration under the 1933
Act or an applicable exemption from the registration requirements of
the 1933 Act and applicable state securities laws.
SOURCE Matco Investments Ltd.
For further information:
or to obtain a copy of the early warning report in respect of acquisition of the Debentures, please contact Matco Investments Ltd., 400, 407-8th Avenue S.W., Calgary, Alberta, T2P 1E5, Tel. (403) 294-6496