CMQ COMPLETES RIGHTS OFFERING
11 Mayo 2011 - 7:09PM
PR Newswire (Canada)
CALGARY, May 11 /CNW/ -- /NOT FOR DISTRIBUTION TO UNITED STATES
NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/
CALGARY, May 11 /CNW/ - CMQ Resources Inc. ("CMQ") (TSXV:NV) is
pleased to announce that it has completed its offering (the "Rights
Offering") of rights (the "Rights") to purchase common shares of
CMQ ("Common Shares"). The Rights Offering involved the
issuance of 6,534,670 Rights to subscribe for up to 50,266,692
Common Shares, with each 0.13 of a Right being exercisable for one
Common Share at a price of $0.10. 4,895,022 Rights were
exercised for total gross proceeds of $3,765,401.20, resulting in
the issuance of 37,654,012 Common Shares. The Rights traded on the
TSX Venture Exchange (the "TSXV") under the symbol "NV.RT" and
expired on May 10, 2011. The Common Shares trade on the TSXV under
the symbol "NV". As a result of the completion of the Rights
Offering, CMQ currently has 44,188,682 Common Shares issued and
outstanding. Pursuant to the Rights Offering, Matco and related
persons acquired beneficial ownership of 20,858,607 Common Shares,
at a price equal to $0.10 per Common Share, for an aggregate price
of $2,085,860.70 representing 47.20% of the issued and outstanding
Common Shares. Matco and related persons currently have beneficial
ownership of 22,094,141 Common Shares, representing 49.99% of the
issued and outstanding Common Shares, with 20,766,299 Common Shares
being owned by Matco. The Common Shares were issued from treasury
and acquired by Matco for investment purposes. Matco may, from time
to time, acquire additional securities of CMQ, dispose of
securities of CMQ or continue to hold securities of CMQ. As
previously announced, on December 19, 2010, CMQ entered into a
funding and forbearance agreement with Matco (the "Funding and
Forbearance Agreement"), pursuant to which Matco agreed to lend to
CMQ up to $700,000 at a simple interest rate equal to 9% per annum,
calculated and compounded monthly, pursuant to an unsecured bridge
loan facility (the "Loan"). Additionally, Matco agreed that it
would, for a period of ten (10) months from the date of the Loan,
forbear from enforcing its rights and remedies against CMQ (the
"Forbearance") in respect of all amounts in which CMQ was, prior to
the Loan, already indebted to Matco (the "Outstanding
Indebtedness") and in respect of any amounts advanced under the
Loan. As an inducement to Matco for agreeing to provide the Loan
and the Forbearance and for extending the term for repayment of all
Outstanding Indebtedness, immediately following the closing of the
Rights Offering, Matco is entitled to receive 12,000,000 Common
Share purchase warrants ("Warrants") on a post-Rights Offering
basis. Pursuant to the Funding and Forbearance Agreement, Matco
shall be restricted from exercising any Warrants where such
Warrants, when exercised, would result in Matco, together with all
other insiders of CMQ, holding is excess of 80% of the issued and
outstanding shares of CMQ. A portion of the Warrants shall be
subject to cancellation in accordance with the terms and conditions
of the Funding and Forbearance Agreement and the policies of the
TSXV. Each Warrant will be exercisable at a price of $0.12 per
Warrant for a period of two years from the date of issuance. The
Funding and Forbearance Agreement is available for review on SEDAR
at www.sedar.com. Further information relating to the Rights
Offering is set out in CMQ's final prospectus dated April 1, 2011,
which has been filed on SEDAR and is available for review at
www.sedar.com. This press release is for information purposes only
and does not constitute an offer to sell or the solicitation of an
offer to buy the securities in the United States, in any province
or territory of Canada or in any other jurisdiction. The securities
offered have not been, and will not be, registered under the United
States Securities Act of 1933, as amended (the "U.S. Securities
Act") or any U.S. state securities laws and may not be offered or
sold in the United States or to United States persons absent
registration or absent an applicable exemption from the
registration requirements of the U.S. Securities Act and applicable
U.S. state securities laws. Forward-Looking Statements 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. 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. To view this news release in HTML
formatting, please use the following URL:
http://www.newswire.ca/en/releases/archive/May2011/11/c3763.html p
align="justify" on CMQ or to obtain a copy of the early warrant
report in connection Matco's acquisition of Common Shares please
contact: Ryan Jennings, CMQ Resources Inc., telephone number (403)
294-6496. Matco is located at 400, 407 - 8supth/sup Avenue SW,
Calgary, Alberta, T2P 1E5. /p
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