QMX Gold Corporation (TSX-V:QMX)
(“
QMX” or the “
Company”) today
announced the positive outcome of the vote of the Company’s
shareholders (the “
Shareholders”) at today’s
special meeting of the Shareholders (the
“
Meeting”) regarding the previously announced plan
of arrangement under the Business Corporations Act (Ontario) (the
“
Arrangement”), pursuant to which Eldorado Gold
Corporation (“
Eldorado”) will acquire all of the
issued and outstanding common shares (the
“
Shares”) of the Company (not already owned by
Eldorado). Pursuant to the Arrangement, each Shareholder (other
than Eldorado) will receive, for each Share held, (i) C$0.075 in
cash and (ii) 0.01523 of an Eldorado common share.
The special resolution approving the Arrangement
(the “Arrangement Resolution”) was required to be
passed by (i) at least two-thirds (66 2/3%) of the votes cast at
the Meeting by the Shareholders voting virtually or represented by
proxy at the Meeting; and (ii) a simple majority of the votes cast
by the Shareholders voting virtually or represented by proxy at the
Meeting and entitled to vote thereat, excluding Shares held by
Eldorado or otherwise required to be excluded pursuant to
Multilateral Instrument 61-101 – Protection of Minority Security
Holders in Special Transactions.
A total of 281,273,287 Shares were represented
by proxy at the Meeting, representing approximately 65.11% of the
issued and outstanding Shares.
See below for a summary of the voting on the
Arrangement Resolution:
(i) Two-Thirds Vote (Shareholders)
FOR |
AGAINST |
(#) |
(%) |
(#) |
(%) |
277,145,861 |
98.592 |
3,958,233 |
1.408 |
(ii) Minority Vote
FOR |
AGAINST |
(#) |
(%) |
(#) |
(%) |
205,591,861 |
98.111 |
3,958,233 |
1.889 |
The Company will apply for a final order of the
Ontario Superior Court of Justice (Commercial List) on April 1,
2021. Closing of the transaction remains subject to certain
customary closing conditions including court approval. Assuming the
satisfaction of these closing conditions, the transaction is
expected to close on or about April 6, 2021.
Shareholder Questions and
Assistance
QMX Shareholders who have questions or require
assistance with submitting their Shares to the Arrangement may
contact Laurel Hill Advisory Group, the Company’s proxy
solicitation agent, by telephone at 1-877-452-7184 (North American
Toll-Free), or 1-416-304-0211 (Outside North America), or by email
to assistance@laurelhill.com.
About QMX Gold Corporation
QMX is a Canadian based resource company traded
on the TSX Venture Exchange under the symbol “QMX”. The Company is
systematically exploring its extensive property position in the Val
d’Or mining camp in the Abitibi District of Quebec. QMX is
currently drilling in the Val d’Or East portion of its land package
focused on the Bonnefond Deposit and in the Bourlamaque Batholith.
In addition to its extensive land package QMX owns the
strategically located Aurbel gold mill and tailings facility.
About Eldorado Gold
Corporation
Eldorado is a gold and base metals producer with
mining, development and exploration operations in Turkey, Canada,
Greece, Romania, and Brazil. Eldorado has a highly skilled and
dedicated workforce, safe and responsible operations, a portfolio
of high-quality assets, and long-term partnership with local
communities. Eldorado's common shares trade on the Toronto Stock
Exchange (TSX: ELD) and the New York Stock Exchange (NYSE:
EGO).
Contact Information: |
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Brad HumphreyPresident and CEO |
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Sandy NoyesInvestor Relations& Communications |
|
Louis BaribeauPublic RelationsTel: (514) 667-2304 |
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Toll free: +1 877-717-3027 |
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Email: info@qmxgold.ca |
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Website: www.qmxgold.ca |
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Laurel Hill Advisory GroupNorth
America Toll Free: 1-877-452-7184Calls Outside North America:
1-416-304-0211Email: assistance@laurelhill.com
Cautionary Note About Forward-Looking
Statements and Information
Certain of the information or statements
contained in this news release constitute “forward-looking
statements” and “forward-looking information” within the meaning of
applicable securities laws, which are collectively referred to as
“forward-looking statements”. When used in this news release, words
such as “will”, “expect” and similar expressions are intended to
identify these forward-looking statements as well as phrases or
statements that certain actions, events or results “may”, “could”,
“would” or “should” occur or be achieved or the negative
connotation of such terms. Such forward-looking statements,
including but not limited to statements relating to: the
transaction and the proposed Arrangement; court approval; the
ability of the parties to satisfy the conditions to closing of the
Arrangement; and the anticipated timing of the completion of the
Arrangement, which involve numerous risks, uncertainties and other
factors which may cause the actual results to be materially
different from those expressed or implied by such forward-looking
statements, including the risk factors identified in the Circular
and the documents incorporated by reference therein along with
QMX’s Management’s Discussion and Analysis for the quarter ended
September 30, 2020, which is available on SEDAR at www.sedar.com,
and Eldorado’s current Annual Information Form, which is available
on SEDAR at www.sedar.com and EDGAR at www.sec.gov. Such factors
include, among others, obtaining required regulatory approvals,
exercise of any termination rights under the Agreement, meeting
other conditions in the Agreement, material adverse effects on the
business, properties and assets of the Company, and whether any
superior proposal will be made. Although the Company has attempted
to identify important factors that could cause actual results to
differ materially from those contained in forward-looking
statements, there may be other factors that cause results not to be
as anticipated, estimated or intended. There can be no assurance
that such statements will prove to be accurate, as actual results
and future events could differ materially from those anticipated in
such statements. Accordingly, readers should not place undue
reliance on forward-looking statements. The Company undertakes no
obligation to update any forward-looking statements, except in
accordance with applicable securities laws. All forward-looking
statements contained in this news release are expressly qualified
in their entirety by this cautionary statement.
The forward-looking statements in this news
release involve known and unknown risks, uncertainties and other
factors that may cause the Company’s actual results, performance
and achievements to be materially different from the results,
performance or achievements expressed or implied therein.
Neither the TSX Venture Exchange nor its
Regulation Services Provider (as that term is defined in policies
of the TSX Venture Exchange) accepts responsibility for the
adequacy or accuracy of this release.
None of the securities to be issued pursuant to
the transaction have been or will be registered under the United
States Securities Act of 1933, as amended (the “U.S. Securities
Act”), or any state securities laws, and any securities issuable in
the transaction are anticipated to be issued in reliance upon
available exemptions from such registration requirements pursuant
to Section 3(a)(10) of the U.S. Securities Act and applicable
exemptions under state securities laws. This news release does not
constitute an offer to sell or the solicitation of an offer to buy
any securities.
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