NV

CALGARY, May 11 /CNW/ -- /NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/ CALGARY, May 11 /CNW/ - CMQ Resources Inc. ("CMQ") (TSXV:NV) is pleased to announce that it has completed its offering (the "Rights Offering") of rights (the "Rights") to purchase common shares of CMQ ("Common Shares").  The Rights Offering involved the issuance of 6,534,670 Rights to subscribe for up to 50,266,692 Common Shares, with each 0.13 of a Right being exercisable for one Common Share at a price of $0.10.  4,895,022 Rights were exercised for total gross proceeds of $3,765,401.20, resulting in the issuance of 37,654,012 Common Shares. The Rights traded on the TSX Venture Exchange (the "TSXV") under the symbol "NV.RT" and expired on May 10, 2011. The Common Shares trade on the TSXV under the symbol "NV". As a result of the completion of the Rights Offering, CMQ currently has 44,188,682 Common Shares issued and outstanding. Pursuant to the Rights Offering, Matco and related persons acquired beneficial ownership of 20,858,607 Common Shares, at a price equal to $0.10 per Common Share, for an aggregate price of $2,085,860.70 representing 47.20% of the issued and outstanding Common Shares. Matco and related persons currently have beneficial ownership of 22,094,141 Common Shares, representing 49.99% of the issued and outstanding Common Shares, with 20,766,299 Common Shares being owned by Matco. The Common Shares were issued from treasury and acquired by Matco for investment purposes. Matco may, from time to time, acquire additional securities of CMQ, dispose of securities of CMQ or continue to hold securities of CMQ. As previously announced, on December 19, 2010, CMQ entered into a funding and forbearance agreement with Matco (the "Funding and Forbearance Agreement"), pursuant to which Matco 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, Matco agreed that it would, 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. 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 is entitled to receive 12,000,000 Common Share purchase warrants ("Warrants") on a post-Rights Offering basis. Pursuant to the Funding and Forbearance Agreement, Matco shall be restricted from exercising any Warrants where such Warrants, when exercised, would result in Matco, together with all other insiders of CMQ, holding is excess of 80% of the issued and outstanding shares of CMQ. A portion of the Warrants 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 Funding and Forbearance Agreement is available for review on SEDAR at www.sedar.com. Further information relating to the Rights Offering is set out in CMQ's final prospectus dated April 1, 2011, which has been filed on SEDAR and is available for review at www.sedar.com. This press release is for information purposes only and does not constitute an offer to sell or the solicitation of an offer to buy the securities in the United States, in any province or territory of Canada or in any other jurisdiction. The securities offered have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any U.S. state securities laws and may not be offered or sold in the United States or to United States persons absent registration or absent an applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. 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. To view this news release in HTML formatting, please use the following URL: http://www.newswire.ca/en/releases/archive/May2011/11/c3763.html p align="justify" on CMQ or to obtain a copy of the early warrant report in connection Matco's acquisition of Common Shares please contact: Ryan Jennings, CMQ Resources Inc., telephone number (403) 294-6496. Matco is located at 400, 407 - 8supth/sup Avenue SW, Calgary, Alberta, T2P 1E5. /p

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