CMQ announces completion of previously announced private placement and extension of forbearance

    




 /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:[phone] 


    

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