/NOT FOR DISTRIBUTION TO U.S. NEWSPAPER SERVICES OR
DISSEMINATION IN THE UNITED
STATES. ANY FAILURE TO COMPLY WITH THE RESTRICTION MAY
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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.
FORWARD-LOOKING STATEMENTS
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.