NV

CALGARY, Dec. 20 /CNW/ -- NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES CALGARY, Dec. 20 /CNW/ - CMQ Resources Inc. ("CMQ") (TSXV:NV) hereby announces that in order to provide CMQ with the capital required to continue its ongoing Nevada exploration program, the board of directors of CMQ (the "Board") has approved CMQ's intent to proceed with an offering of rights (the "Rights Offering") to purchase common shares of CMQ ("Common Shares").  CMQ intends to raise up to $5,000,000 in connection with the Rights Offering.  The independent members of the Board have also approved the entering into of a funding and forbearance agreement, the details of which are provided below. The proposed Rights Offering is subject to regulatory approval, including that of the TSX Venture Exchange (the "TSXV") and is expected to be conducted by way of prospectus.  CMQ expects that a preliminary prospectus in respect of the Rights Offering will be filed in mid-to-late January, 2011. Pursuant to the Rights Offering, each holder of Common Shares who is resident in Canada as of a record date to be determined will be entitled to receive one right (a "Right") for each Common Share held as of the record date.  Shareholders resident outside of Canada may participate in the Rights Offering if they are able to establish, to the satisfaction of CMQ and its transfer agent that the issuance of Common Shares pursuant to the Rights Offering to such shareholders would not be in violation of the securities laws of their jurisdiction of residence or other applicable jurisdiction.  Each whole Right will entitle the holder thereof to subscribe for a set number of Common Shares at a price per Common Share equal to a 25% discount to the market price of the Common Shares on the TSXV, at the time of filing the final long form prospectus in respect of the Rights Offering (the right to subscribe for Common Shares is referred to as the "Basic Subscription Privilege"). The Rights Offering will include an additional subscription privilege (the "Additional Subscription Privilege"). Pursuant to the Additional Subscription Privilege, holders of Common Shares who have exercised their Rights to subscribe for Common Shares in full under the Basic Subscription Privilege shall be entitled to subscribe for additional Common Shares, if available. Availability of such additional subscriptions will be determined based on the number of Common Shares not otherwise subscribed for on the initial exercise of Rights under the Basic Subscription Privilege. The independent members of the Board have also approved the entering into of a stand-by commitment agreement (the "Stand-by Agreement") with Matco Investments Ltd. ("Matco"), an insider and principal creditor of CMQ, who will agree to purchase, at a price equal to the subscription price under the Rights Offering, such number of Common Shares not otherwise purchased pursuant to the Basic Subscription Privilege and the Additional Subscription Privilege so as to provide gross proceeds from the Rights Offering to the Corporation of not less than $2,500,000. CMQ also hereby announces that on December 19, 2010, CMQ and Matco entered into an agreement (the "Funding and Forbearance Agreement") whereby Matco has agreed to lend to CMQ up to $700,000 at a simple interest rate equal to 9% per annum, calculated and compounded monthly, pursuant to an unsecured bridge loan facility (the "Loan").  Additionally, pursuant to the Funding and Forbearance Agreement, Matco has agreed that it will, for a period of ten (10) months from the date of the Loan, forbear from enforcing its rights and remedies against CMQ (the "Forbearance") in respect of all amounts in which CMQ was, prior to the Loan, already indebted to Matco (the "Outstanding Indebtedness") and in respect of any amounts advanced under the Loan.  CMQ intends to use the Loan to pay outstanding accounts to third parties and to fund expenses incurred in connection with the Rights Offering.  As an inducement to Matco for agreeing to provide the Loan and the Forbearance and for extending the term for repayment of all Outstanding Indebtedness, immediately following the closing of the Rights Offering, Matco will be entitled to receive 12,000,000 Common Share purchase warrants ("Warrants") on a post-Rights Offering basis.  The Warrants shall be subject to certain restrictions on exercise and a portion shall be subject to cancellation in accordance with the terms and conditions of the Funding and Forbearance Agreement and the policies of the TSXV.  Each Warrant will be exercisable at a price of $0.12 per Warrant for a period of two years from the date of issuance.  The Warrants will be issued by way of private placement pursuant to exemptions in Canada under National Instrument 45-106. Matco is currently an insider of CMQ, holding approximately 1,195,493 Common Shares, constituting 18.3% of the currently issued and outstanding shares of CMQ.  As a result of the Stand-by Agreement and the issuance of the Warrants it is expected that Matco will become a control person of CMQ following the Rights Offering and that Matco, together with other insiders, may hold up to 80% of the issued and outstanding Common Shares, including any Common Shares issuable on exercise of Warrants. At CMQ's Annual and Special Meeting of Shareholders held January 19th, 2010, shareholders of CMQ had previously approved Matco becoming a control person of CMQ on a "majority of the minority" basis, as required by the TSX Venture Exchange and applicable securities regulations. In the event that no parties other than Matco participated in the Rights Offering, Matco acquired Common Shares under the Rights Offering in accordance with its commitment under the Stand-by Agreement and assuming a price per Common Share under the Rights Offering equal to $0.13, Matco would hold 20,426,262 Common Shares, representing 79.3% of the issued and outstanding Common Shares, on a post-Rights Offering basis and would be restricted from exercising any of the Warrants. The Funding and Forbearance Agreement has been entered into subject to and is conditional upon receipt of regulatory approval, including that of the TSXV. Pursuant to the Funding and Forbearance Agreement, CMQ shall use the aggregate gross proceeds realized from the Rights Offering as follows: (i) the initial $700,000 raised shall be used to repay all advances under the Loan made prior to the completion of the Rights Offering, payment of outstanding and overdue accounts to third parties and for the funding of the expenses associated with the Rights Offering; (ii) an amount not to exceed $1,800,000 for drilling and exploration activities, funding work commitments in respect of CMQ's Nevada mining projects and properties and for general and administrative expenses; (iii) additional amounts received shall be applied to repayment of additional Outstanding Indebtedness with the unsecured portion of the Outstanding Indebtedness to be paid in priority to the secured indebtedness; and (iv) any remaining proceeds shall be used for other purposes as CMQ may see fit. Independent directors of CMQ, free from any interest in the Rights Offering or Funding and Forbearance Agreement, have recommended proceeding with the Rights Offering and Funding and Forbearance Agreement. Based on the recommendation of such directors, their belief that CMQ is in serious financial difficulty and their belief that the Rights Offering and Funding and Forbearance Agreement will improve CMQ's financial situation, the board of directors of CMQ believes that the Rights Offering and Funding and Forbearance Agreement are reasonable in the circumstances and that the Rights Offering and Funding and Forbearance Agreement are exempt from the valuation and shareholder approval requirements that may otherwise be applicable pursuant to Multilateral Instrument 61-101. CMQ currently has 6,534,670 Common Shares issued and outstanding. The TSXV 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. 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. 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. To view this news release in HTML formatting, please use the following URL: http://www.newswire.ca/en/releases/archive/December2010/20/c6594.html pon CMQ visit CMQ website at (a href="http://www.cmqresources.com"iwww.cmqresources.com/i/a) or please contact:  Ryan Jennings, CMQ Resources Inc., telephone number (403) 294-6496/p

Copyright