/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/
CALGARY, June 8, 2012 /CNW/ - Matco Investments Ltd. ("Matco") announced today that it has acquired beneficial ownership of $2,500,000 principal amount of convertible debentures (the "Debentures") of CMQ Resources Inc. ("CMQ") in connection with the completion of a private placement previously announced on May 30, 2012. The principal amount of the Debentures (and accrued interest thereon) may be converted into common shares of CMQ, at a conversion price of $0.10 per share.
As a result of the private placement, 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 47,094,141 common shares of CMQ, representing 68% 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 October 9, 2012.
The Debentures were acquired by Matco pursuant to a Subscription Agreement entered into between Matco and CMQ at an equivalent value to the principal amount. Matco has acquired the Debentures pursuant to section 2.3 [Accredited Investor] of National Instrument 45-106 - Prospectus and Registration Exemptions. The Debentures were acquired by Matco for investment purposes.
In connection with completion of the Offering, and for no additional consideration, Matco and CMQ have entered into a Forbearance Agreement dated May 30, 2012 wherein Matco has agreed to forbear from enforcing its rights and remedies against CMQ in respect of substantially all amounts CMQ was indebted to Matco until February 20, 2013.
This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities of the Issuer have not been registered under the U.S. Securities Act of 1933 (the "1933 Act"), or any state securities laws and may not be offered or sold in the United States or to a U.S. person absent registration under the 1933 Act or an applicable exemption from the registration requirements of the 1933 Act and applicable state securities laws.