Eldorado Gold Corporation (TSX: ELD; NYSE: EGO) (“Eldorado” or “the
Company”) and QMX Gold Corporation (TSX-V: QMX) (“QMX”) are pleased
to announce the successful acquisition by Eldorado of all of the
outstanding common shares (the “QMX Shares”) in the capital of QMX
not already owned by Eldorado, by way of a statutory plan of
arrangement under the provisions of the Business Corporations Act
(Ontario) (the “Arrangement”). The Arrangement became effective at
12:01 a.m. (Eastern Time) on April 7, 2021 (the “Effective Time”)
resulting in QMX becoming a wholly-owned subsidiary of Eldorado.
“We are very pleased to complete the acquisition
of QMX, which significantly increases Eldorado’s position in the
Abitibi Greenstone Belt and is consistent with our strategy to
invest in world-class mining jurisdictions. Eldorado is a committed
partner for mining in Quebec, with exploration and operational
success across our Lamaque operations. The addition of QMX to our
portfolio opens a range of opportunities to expand our activities
in the region and to leverage our existing infrastructure and
Eldorado’s strong operational, exploration and stakeholder
expertise,” said George Burns, Eldorado’s President and Chief
Executive Officer.
Completion of the
Arrangement
Under the terms of the Arrangement, each holder
of QMX Shares is entitled to receive, for each QMX Share held
immediately prior to the Effective Time, (i) C$0.075 in cash and
(ii) 0.01523 of a common share (the “Eldorado Shares”) in the
capital of Eldorado (together, the “Arrangement Consideration”),
for total consideration of C$0.30 per QMX Share (based on the
closing price of the Eldorado Shares on January 20, 2021).
With QMX now a wholly-owned subsidiary of the
Company, Eldorado intends to de-list the QMX Shares from the TSX
Venture Exchange as soon as practicable. Eldorado also intends to
submit an application to the applicable securities regulators to
have QMX cease to be a reporting issuer and terminate its public
reporting obligations. Prior to the completion of the Arrangement,
Eldorado owned, directly or indirectly, or exercised control or
direction over, 68,125,000 QMX Shares representing approximately
15.55% of the issued and outstanding QMX Shares prior to the
completion of the Arrangement.
Information for Former QMX
Shareholders
In order to receive the Arrangement
Consideration in exchange for QMX Shares, registered shareholders
of QMX must complete, sign, date and return the letter of
transmittal that was mailed to each QMX shareholder prior to the
Effective Time. The letter of transmittal is also available under
QMX’s profile on SEDAR at www.sedar.com.
For those shareholders of QMX whose QMX Shares
are registered in the name of a broker, investment dealer, bank,
trust company, trust or other intermediary or nominee, they should
contact such nominee for assistance in depositing their QMX Shares
and should follow the instructions of such intermediary or
nominee.
Warrants and Options
Pursuant to the Arrangement, each QMX stock
option (each, a “QMX Option”) outstanding immediately prior to the
Effective Time automatically vested and was immediately cancelled
in exchange for a cash payment equal to the excess, if any, of: (i)
the product of the number of QMX Shares underlying such QMX Options
and C$0.30; over (ii) the applicable aggregate exercise price of
such QMX Options. All QMX warrants (each, a “QMX Warrant”)
outstanding immediately prior to the Effective Time will remain
outstanding and, following the Effective Time, each QMX Warrant
shall entitle the holder thereof to receive, upon exercise, the
Arrangement Consideration in lieu of a QMX Share.
Additional Information
Full details of the Arrangement are set out in
the arrangement agreement dated January 20, 2021 between Eldorado
and QMX, which has been filed by QMX under its profile on SEDAR at
www.sedar.com. In addition, further information regarding the
Arrangement is contained in QMX’s management information circular
dated February 9, 2021 (the “Circular”) prepared in connection with
the special meeting of the QMX shareholders held on March 23, 2021
and filed on www.sedar.com. All shareholders are urged to read the
Circular as it contains additional important information concerning
the Arrangement.
About Eldorado Gold
Eldorado is a gold and base metals producer with
mining, development and exploration operations in Turkey, Canada,
Greece, Romania, and Brazil. The Company has a highly skilled and
dedicated workforce, safe and responsible operations, a portfolio
of high-quality assets, and long-term partnerships with local
communities. Eldorado Shares trade on the Toronto Stock Exchange
(TSX: ELD) and the New York Stock Exchange (NYSE: EGO).
About QMX
QMX is a Canadian based resource company. QMX 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.Contacts
Investor RelationsJeff Wilhoit,
Interim Head of Investor Relations604.376.1548 or 1.888.353.8166
jeff.wilhoit@eldoradogold.com
MediaLouise Burgess, Director
Communications & Government Relations604.616.2296 or
1.888.363.8166 louise.burgess@eldoradogold.com
Eldorado and QMX Head
Office1188 Bentall 5, 550 Burrard StreetVancouver, BC V6C
2B5
Cautionary Note About Forward-Looking
Statements and Information
Certain of the statements made and information
provided in this press release are forward-looking statements or
information within the meaning of the United States Private
Securities Litigation Reform Act of 1995 and applicable Canadian
securities laws. Often, these forward-looking statements and
forward-looking information can be identified by the use of words
such as “intend”, “opportunity” or the negatives thereof or
variations of such words and phrases or statements that certain
actions, events or results “may”, “could”, “would”, “might” or
“will” be taken, occur or be achieved.
Forward-looking statements or information
contained in this release include, but are not limited to,
statements or information with respect to: opportunities to further
Eldorado’s operating activities in Quebec; de-listing the QMX
Shares from the TSX Venture Exchange; and submitting an application
to have QMX cease to be a reporting issuer. Forward-looking
statements and forward-looking information by their nature are
based on assumptions and involve known and unknown risks, market
uncertainties and other factors, which may cause the actual
results, performance or achievements of the Company to be
materially different from any future results, performance or
achievements expressed or implied by such forward-looking
statements or information.
We have made certain assumptions about the
forward-looking statements and information, including assumptions
about: how the world-wide economic and social impact of COVID-19 is
managed and the duration and extent of the COVID-19 pandemic;
timing and cost of construction and exploration; the geopolitical,
economic, permitting and legal climate that we operate in; the
future price of gold and other commodities; the global concentrate
market; exchange rates; anticipated costs, expenses and working
capital requirements; production, mineral reserves and resources
and metallurgical recoveries; the impact of acquisitions,
dispositions, suspensions or delays on our business; and the
ability to achieve our goals. In particular, except where otherwise
stated, we have assumed a continuation of existing business
operations on substantially the same basis as exists at the time of
this release.
Even though our management believes that the
assumptions made and the expectations represented by such
statements or information are reasonable, there can be no assurance
that the forward-looking statement or information will prove to be
accurate. Many assumptions may be difficult to predict and are
beyond our control.
Furthermore, should one or more of the risks,
uncertainties or other factors materialize, or should underlying
assumptions prove incorrect, actual results may vary materially
from those described in forward-looking statements or information.
These risks, uncertainties and other factors include, among others:
global outbreaks of infectious diseases, including COVID-19; timing
and cost of construction, and the associated benefits; recoveries
of gold and other metals; geopolitical and economic climate (global
and local), risks related to mineral tenure and permits; gold and
other commodity price volatility; information technology systems
risks; continued softening of the global concentrate market; risks
regarding potential and pending litigation and arbitration
proceedings relating to our business, properties and operations;
expected impact on reserves and the carrying value; the updating of
the reserve and resource models and life of mine plans; mining
operational and development risk; financing risks; regulatory risks
and liabilities including environmental regulatory restrictions and
liability; discrepancies between actual and estimated production;
mineral reserves and resources and metallurgical testing and
recoveries; additional funding requirements; currency fluctuations;
community and non-governmental organization actions; speculative
nature of gold exploration; dilution; share price volatility and
the price of our common shares; competition; loss of key employees;
and defective title to mineral claims or properties, as well as
those risk factors discussed in the sections titled
“Forward-Looking Statements” and “Risk factors in our business” in
the Company’s most recent Annual Information Form & Form 40-F.
The reader is directed to carefully review the detailed risk
discussion in our most recent Annual Information Form filed on
SEDAR and EDGAR under our Company name, which discussion is
incorporated by reference in this release, for a fuller
understanding of the risks and uncertainties that affect the
Company’s business and operations.
The inclusion of forward-looking statements and
information is designed to help you understand management’s current
views of our near- and longer-term prospects, and it may not be
appropriate for other purposes.
There can be no assurance that forward-looking
statements or information will prove to be accurate, as actual
results and future events could differ materially from those
anticipated in such statements. Accordingly, you should not place
undue reliance on the forward-looking statements or information
contained herein. Except as required by law, we do not expect to
update forward-looking statements and information continually as
conditions change.
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.
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