QMX Files Management Information Circular For Special Meeting of Shareholders

QMX Gold Corporation
·8 min read

The QMX Board of Directors Unanimously Recommends that Shareholders Vote FOR the Arrangement

TORONTO, March 01, 2021 (GLOBE NEWSWIRE) -- QMX Gold Corporation (TSX-V:QMX) (“QMX” or the “Company”) today announced it has filed and is in the process of mailing the management information circular dated February 9, 2021 (the “Circular”) and related materials for the special meeting (the “Meeting”) of the Company’s shareholders (the “Shareholders”) to approve the previously announced plan of 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 of an Eldorado common share, for 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 to Shareholders

  • Attractive Premium. The Arrangement Consideration offered to the Shareholders under the Arrangement represents a premium of approximately 39.5% over the closing price of the Shares on January 20, 2021, being the last trading day prior to the announcement of the entering into of the definitive arrangement agreement dated January 20, 2021 between Eldorado and QMX (the “Agreement”).

  • Participation by Shareholders in Future Growth of the Combined Company. Shareholders will receive common shares of Eldorado under the Arrangement and will have the opportunity to participate in any future increase in the value of Eldorado, including the current mineral projects of QMX and the diversified portfolio of producing operations and development projects of Eldorado.

  • Increased Ability to Advance the Bonnefond Project. Eldorado is a leader in responsible mining practices and has a positive track record in developing and operating gold mining properties. Its strong operational expertise and financial capacity will help accelerate the development of the Bonnefond Project.

Additional information related to the benefits and related risks of the Arrangement are contained in the Circular.

Board Recommendation

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, unanimously determined the Arrangement is fair to the Shareholders (other than Eldorado) and is in the best interests of the Company, and recommends the Shareholders vote FOR the Arrangement.

Interim Order

The Company also announced today that the Company has been granted 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 the mailing of the Circular.

Meeting and Circular

The Meeting is scheduled to be held as a virtual-only meeting 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 time). The virtual Meeting will be accessible online starting at 10:30 a.m. (Toronto time) on March 23, 2021. Shareholders, regardless of 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 as of 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 a.m. (Toronto time) on March 19, 2021.

The Circular provides important information on the Arrangement and related matters, including the background to the Arrangement, the rationale for the recommendations made by the Special Committee and the Board, voting procedures and how to virtually attend the Meeting. Shareholders are urged to read the Circular and its schedules carefully and in their entirety. The Circular is being mailed to Shareholders in compliance 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 require assistance with voting may contact Laurel Hill Advisory Group, the Company’s proxy solicitation agent, by telephone at 1-877-452-7184 (North American Toll-Free), or 1-416-304-0211 (Outside North America), or by email to assistance@laurelhill.com.

About QMX Gold Corporation

QMX is a Canadian based resource company traded on the TSX Venture Exchange under the symbol “QMX”. The Company 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.

About Eldorado Gold Corporation

Eldorado is a gold and base metals producer with mining, development and exploration operations 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 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 & Communications

Public Relations

snoyes@qmxgold.ca

Tel: (514) 667-2304

Toll free: +1 877-717-3027

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: assistance@laurelhill.com

Cautionary Note About Forward-Looking Statements and Information

Certain of the information or statements contained in this news 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 news release, words such as “will”, “to be”, “to seek”, “should”, “potential”, “target”, “strategy” and similar expressions are intended to identify these forward-looking statements as well as phrases or statements that certain actions, events or results “may”, “could”, “would”, “should”, “occur” or “be achieved” or the negative connotation of such terms. Such 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 satisfy the conditions to closing of the Arrangement; the anticipated timing of the completion of the Arrangement; and the Meeting involve numerous risks, uncertainties and other factors which may cause the actual results to be materially different from those expressed or implied by such forward-looking statements, including the risk factors identified in the Circular and the documents incorporated by reference therein along with QMX’s Management’s Discussion and Analysis 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. Such factors include, among others, obtaining required shareholder and regulatory approvals, exercise of any termination rights under the Agreement, meeting other conditions in the Agreement, material adverse effects on the business, properties and assets of the Company, and whether any superior proposal will be made. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. 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. Accordingly, readers should not place undue reliance on forward-looking statements. The Company undertakes no obligation to update any forward-looking statements, except in accordance with applicable securities laws. All forward-looking statements contained in this news release are expressly qualified in their entirety by this cautionary statement.

The forward-looking statements in this news release involve known and unknown risks, uncertainties and other factors that may cause the Company’s actual results, performance and achievements to be materially different from the results, performance or achievements expressed or implied therein.

Neither 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.

None of the securities to be issued pursuant to the transaction have been or will be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws, and any securities issuable in the transaction are anticipated to be issued in reliance upon available exemptions from such registration requirements pursuant to Section 3(a)(10) of the U.S. Securities Act and applicable exemptions under state securities laws. This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities.