CMQ announces completion of previously announced private placement and extension of forbearance
2011年11月1日 - 6:06PM
PR Newswire (Canada)
/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES/ CALGARY, Nov. 3, 2011 /CNW/ -
CMQ Resources Inc. ("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 CMQ. 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
capital purposes. 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.
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 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. CMQ Resources Inc. CONTACT: contact
Ryan Jennings, Corporate Secretary, CMQ Resources Inc.,Tel:(403)
294-6496
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