[ad_1]
GlobeNewswire
QMX files management information circular for special meeting of shareholders
QMX Board of Directors unanimously recommends that shareholders vote FOR the Arrangement TORONTO, March 1, 2021 (GLOBE NEWSWIRE) – QMX Gold Corporation (TSX-V: QMX) (“QMX” or the “Company”) announced today that it has filed and is in the process of mailing the Management Information Circular dated February 9, 2021 (the “Circular”) and related documents for the Special Meeting (the “Meeting”) of the shareholders of the Company (the “Shareholders”) to approve the previously announced plan of an 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 will receive, for each share held, (i) C $ 0.075 in cash and (ii) 0.01523 per common share of Eldorado, for a total consideration of C $ 0.30. per share (based on Eldorado’s closing price on January 20, 2021) (the “Arrangement Consideration”), all as more particularly described in the Circular. Benefits of the arrangement for shareholders Attractive premium. The Arrangement consideration offered to shareholders under the Arrangement represents a premium of approximately 39.5% over the closing share price on January 20, 2021, the last trading day before the announcement of the conclusion of the definitive arrangement agreement dated January 2021 between Eldorado and QMX (the “Agreement”) Shareholder participation in the future growth of the combined company. Shareholders will receive common shares of Eldorado as part of the Arrangement and will have the opportunity to participate in any future increases in the value of Eldorado, including QMX’s current mining projects and the diverse portfolio of businesses of Eldorado. Eldorado production and development projects. Advance the Bonnefond project. Eldorado is a leader in responsible mining practices and has a positive track record in the development and operation of gold mining properties. Its strong operational expertise and financial capacity will accelerate the development of the Bonnefond project. Additional information on the benefits and associated risks of the Arrangement is contained in the Circular. Recommendation of the Board The Board of Directors of the Company (the “Board”), acting on the unanimous recommendation of a Special Committee of the Board (the “Special Committee”) and after receiving legal and financial advice, has concluded that unanimously that the arrangement was fair to the shareholders (other than Eldorado) and is in the best interests of the company, and recommends that shareholders vote FOR the arrangement. Interim Order The Company also announced today that it has obtained an Interim Order (the “Interim Order”) from the Ontario Superior Court of Justice (Commercial List) authorizing various matters, including the holding of the meeting and sending the circular. Meeting and Circular The meeting is to be held as a virtual meeting only conducted by live audio webcast available online at https://virtual-meetings.tsxtrust.com/1080 on Tuesday, March 23, 2021 at 11:00 a.m. Toronto). The virtual meeting will be available online starting at 10:30 am (Toronto time) on March 23, 2021. Shareholders, regardless of their geographic location, will have an equal opportunity to participate in the meeting online. Shareholders will not be able to attend the Meeting in person. Shareholders of record at the close of business (5:00 p.m. Toronto time) on February 8, 2021 are entitled to receive notice of and vote at the Meeting. Shareholders are urged to vote well before the proxy deadline of 11:00 am (Toronto time) on March 19, 2021. The Circular provides important information about the Arrangement and related matters, including the background to the arrangement, rationale for recommendations made by the special committee and council, voting procedures and how to virtually attend the meeting. Shareholders are requested to read the circular and its appendices carefully and in full. The circular is mailed to shareholders in accordance with applicable laws and the interim order. The Circular is available under the Company’s profile on SEDAR at www.sedar.com and on the Company’s website at www.qmxgold.ca. Shareholder Questions and Assistance Shareholders who have questions regarding the Arrangement or need assistance voting may contact Laurel Hill Advisory Group, the Company’s proxy solicitor, by telephone at 1-877- 452-7184 (North American toll-free number), or 1- 416-304-0211 (outside North America), or by email at [email protected]. About QMX Gold Corporation QMX is a Canada-based resource company listed on the TSX Venture Exchange under the symbol “QMX”. The Company is systematically exploring its vast 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 part of its land lot focused on the Bonnefond deposit and in the Bourlamaque Batholith. In addition to its large pool of land, QMX owns the strategically located Aurbel gold plant and tailings facility. About Eldorado Gold Corporation Eldorado is a gold and base metals producer with mining, development and exploration activities 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 a 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: Brad Humphrey Sandy Noyes Louis Baribeau President and CEO Investor Relations and Communications Public Relations [email protected] Tel: (514) 667-2304 Toll Free: + 1877-717-3027 Email: info @ qmxgold. ca Website: www.qmxgold .ca Laurel Hill Advisory Group North America Toll Free: 1-877-452-7184 Calls outside North America: 1-416-304-0211 Email: [email protected] Update Caution Regarding Forward-Looking Statements and Information Certain of the information or statements contained in this press 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 press release, words such as “will”, “be”, “seek”, “should”, “potential”, “target”, “strategy” and similar expressions are intended to identify these statements as well as phrases or statements that certain actions, events or results “could”, “could”, “would”, “should”, “occur” or “would be carried out” or the negative connotation of these terms. These forward-looking statements, including, but not limited to, statements relating to: the transaction and the proposed arrangement as proposed to be effected pursuant to the agreement; the ability of the parties to meet the closing conditions of the arrangement; the expected timing of the arrangement; and the meeting involves numerous risks, uncertainties and other factors which may cause actual results to differ materially from those expressed or implied by these forward-looking statements, including the risk factors identified in the circular and documents. which are incorporated by reference therein as well as QMX’s MD&A 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. These factors include, but are not limited to, obtaining the required approvals from shareholders and regulatory authorities, exercising any right of termination under the Agreement, complying with other terms of the Agreement, adverse effects important about the business, properties and assets of the Company, and whether a superior proposition will be made. Although the Company has attempted to identify material factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results to differ. anticipated, estimated or planned. 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. Therefore, readers should not place undue reliance on forward-looking statements. The Company assumes no obligation to update forward-looking statements, except in accordance with applicable securities laws. All forward-looking statements contained in this press release are expressly qualified in their entirety by this cautionary statement. The forward-looking statements contained in this press release involve risks, uncertainties and other known and unknown factors which may cause the actual results, performance and achievements of the Company to differ materially from the results, performances or achievements expressed or implied. Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. None of the securities to be issued in connection with the transaction have been or will be registered under the United States Securities Act of 1933, as amended (the “US Securities Act”), or any national securities law. , and any securities that may be issued as part of the transaction should be issued based on the available exemptions from these registration requirements in accordance with Section 3 (a) (10) of the US Securities Act and applicable exemptions. under state securities laws. This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities.
Source link
