VANCOUVER, British Columbia, April 7, 2021 (GLOBE NEWSWIRE) – Eldorado Gold Corporation (TSX: ELD; NYSE: EGO) (Eldorado or the Company) and QMX Gold Corporation (TSX-V: QMX) (QMX) are pleased to announce the successful acquisition by Eldorado of all outstanding ordinary shares (QMX Shares) in the capital of QMX which are not already held by Eldorado, by means of a statutory plan of arrangement under the provisions of the Business Corporations Act (Ontario) (the Arrangement). The Arrangement took effect at 12:01 a.m. (Eastern Time) on April 7, 2021 (effective time), allowing QMX to become a wholly owned subsidiary of Eldorado.
We are very pleased to complete the acquisition of QMX, which significantly increases Eldorados’ position in the Abitibi greenstone belt and is in line with our strategy of investing in world-class mining jurisdictions. Eldorado is a committed partner for mining in Quebec, with exploration and operational success across all of our operations in Lamaque. The addition of QMX to our portfolio opens up a range of opportunities to expand our business in the region and to leverage our existing infrastructure and Eldorados’ strong operational, exploration and stakeholder expertise, said George. Burns, President and CEO of Eldorados.
Completion of the arrangement
Pursuant to the Arrangement, each holder of QMX Shares is entitled to receive, for each QMX Share held immediately prior to the Effective Time, (i) Cdn $ 0.075 in cash and (ii) 0 .01523 of one common share (Eldorado shares) in the capital of Eldorado (together, the arrangement consideration), for a total consideration of C $ 0.30 per QMX share (based on the price closing of Eldorado shares on January 20, 2021).
With QMX now a wholly owned subsidiary of the company, Eldorado intends to delist QMX shares from the TSX Venture Exchange as soon as possible. Eldorado also intends to submit a request to the relevant securities regulatory authorities to have QMX cease to be a reporting issuer and end its public reporting obligations. Prior to the completion of the Arrangement, Eldorado owned, directly or indirectly, or exercised control or direction over 68,125,000 QMX Shares representing approximately 15.55% of the issued and outstanding QMX Shares prior to the completion of the Arrangement .
Information for former QMX shareholders
In order to receive the Arrangement consideration in exchange for QMX shares, QMX registered shareholders must complete, sign, date and return the Letter of Transmittal which was mailed to each QMX shareholder prior to the cut-off time. effect. The Letter of Transmittal is also available under the QMXs profile on SEDAR at www.sedar.com.
For QMX shareholders whose QMX shares are registered in the name of a broker, securities dealer, bank, trust company, trust or other intermediary or loan -name, they should contact said nominee for assistance in depositing their QMX shares and follow the instructions of that intermediary or agent.
Warrants and options
Pursuant to the Arrangement, each option to purchase QMX shares (each, a QMX option) outstanding immediately prior to the effective time was automatically vested and was immediately canceled in exchange for payment. in cash equal to the excess, if any, of: (i) the product of the number of QMX shares underlying those QMX options and C $ 0.30; on (ii) the applicable aggregate exercise price of these QMX options. All QMX Warrants (each, one QMX Warrant) outstanding immediately prior to the Effective Time will remain outstanding and, after the Effective Time, each QMX Warrant will entitle the holder to receive, on exercise, the arrangement consideration in lieu of one QMX share. .
Full details of the Arrangement are set out in the Arrangement Agreement dated January 20, 2021 between Eldorado and QMX, which has been filed by QMX under its SEDAR profile at www.sedar.com. Further, further information regarding the Arrangement is contained in QMX’s Management Information Circular dated February 9, 2021 (the Circular) prepared in connection with QMX’s Special Meeting of Shareholders held on March 23. 2021 and filed on www.sedar.com. All shareholders are urged to read the Circular as it contains additional important information regarding the Arrangement.
About Eldorado Gold
Eldorado is a producer of gold and base metals with mining, development and exploration activities in Turkey, Canada, Greece, Romania and Brazil. The company has a highly skilled and dedicated workforce, safe and responsible operations, a portfolio of high quality assets and long-term partnerships with local communities. Eldorado’s shares are traded on the Toronto Stock Exchange (TSX: ELD) and the New York Stock Exchange (NYSE: EGO).
QMX is a Canada-based resource company. QMX is systematically exploring its vast ownership 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.
Jeff Wilhoit, Acting Head of Investor Relations
604.376.1548 or 1.888.353.8166 [email protected]
Louise Burgess, Director of Communications and Government Relations
604.616.2296 or 1.888.363.8166 [email protected]
Eldorado and QMX Headquarters
1188 Bentall 5, 550, rue Burrard
Vancouver, British Columbia V6C 2B5
Caution regarding forward-looking statements and information
Some of the statements and information contained in this press release are forward-looking statements or information within the meaning of the United States Private Securities Litigation Reform Act of 1995 and applicable Canadian securities laws. Often, these forward-looking statements and forward-looking information can be identified by the use of words such as intention, desirability or their negatives or variations of these words and expressions or statements that certain actions, events or results may. , could,, could or will be taken, will occur or will be achieved.
Forward-looking statements or information contained in this press release include, but are not limited to, statements or information regarding: the opportunities to continue operating Eldorados in Quebec; delisting of QMX shares from the TSX Venture Exchange; and submitting a request for QMX to cease to be a reporting issuer. Forward-looking statements and forward-looking information, by their nature, are based on assumptions and involve known and unknown risks, market uncertainties and other factors, which may cause the actual results, performance or achievements of the company are significantly different from any future results. , the performance or achievements expressed or implied by such forward-looking statements or information.
We have made certain assumptions regarding forward-looking statements and information, including assumptions about: how the global economic and social impact of COVID-19 is managed and the duration and extent of the COVID-19 pandemic; timing and cost of construction and exploration; the geopolitical, economic, permissible and legal climate in which we operate; the future price of gold and other commodities; the world market for concentrates; exchange rate; expected costs, expenses and working capital requirements; production, mineral reserves and resources and metallurgical recoveries; the impact of acquisitions, dispositions, suspensions or delays on our business; and the ability to achieve our goals. In particular, unless otherwise stated, we have assumed the continuation of existing business operations on the same basis as that which existed at the time of this publication.
Although our management believes that the assumptions made and the expectations represented by such statements or information are reasonable, there can be no assurance that forward-looking statements or information will prove to be correct. Many assumptions can be difficult to predict and are beyond our control.
In addition, if one or more of the risks, uncertainties or other factors materialize, or if the underlying assumptions prove to be incorrect, actual results could differ materially from those described in the forward-looking statements or information. These risks, uncertainties and other factors include, among others: global outbreaks of infectious diseases, including COVID-19; the timing and cost of construction, as well as the associated benefits; recoveries of gold and other metals; geopolitical and economic climate (global and local), risks associated with mining tenure and permits; the volatility of the prices of gold and other commodities; risks related to IT systems; continued softening of the world market for concentrates; risks relating to potential and pending litigation and arbitration proceedings relating to our business, properties and operations; expected impact on reserves and carrying value; updating reserve and resource models and mine life plans; risk of mining exploitation and development; financing risks; regulatory risks and responsibilities, including environmental regulatory restrictions and liability; differences between actual and estimated production; mineral reserves and resources and metallurgical testing and recovery; additional funding requirements; currency fluctuations; actions of community and non-governmental organizations; speculative nature of gold exploration; dilution; the volatility of the price of shares and the price of our common shares; competition; the loss of key employees; and defective title to mining claims or mining properties, as well as the risk factors described in the sections entitled Forward-Looking Statements and Risk Factors in Our Business in the Company’s most recent Annual Information Form and Form 40-F. The reader is invited to carefully review the detailed risk analysis in our most recent Annual Information Form filed on SEDAR and EDGAR under our company name, the discussion of which is incorporated by reference in this press release, for a better understanding of the risks and risks. uncertainties that affect the business and business operations.
The inclusion of forward-looking statements and information is designed to help you understand management’s current views on our near and long term prospects, and may not be appropriate for other purposes.
There can be no assurance that any forward-looking statements or information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Therefore, you should not place undue reliance on any forward-looking statements or information contained in this document. Unless required by law, we do not plan to continually update forward-looking statements and information as conditions change.
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.