NQ Exploration Inc.
TSX VENTURE : NQE

NQ Exploration Inc.

December 11, 2017 17:47 ET

NQ Exploration Establishes Anticipated Dates for Imperial Mining Group Spin-Out and Announces Filing of an Amended and Restated Information Circular

MONTREAL, QUEBEC--(Marketwired - Dec. 11, 2017) - NQ Exploration Inc. ("NQ" or the "Corporation") (TSX VENTURE:NQE) today announced that Shareholders of record on the Securities Distribution Record Date will be entitled to receive approximately 0.19665 common shares (each an "IMG Share") of Imperial Mining Group Ltd. ("IMG"), 0.09832 of one IMG Share purchase warrant and 0.2 common share of AM Resources Corp. (NQ after the completion of the plan of arrangement), for each (1) share they own of NQ. This date is anticipated to be December 19, 2017 but may be later depending upon timing of regulatory approvals. Only shareholders of record as at the Securities Distribution Record Date will be entitled to receive securities of IMG in the spin-out. Shareholders who sell their shares prior to the Securities Distribution Record Date will not be entitled to receive securities of IMG.

The Corporation also announced that it agreed with Peak Mining Corp. to reduces the consideration to be paid by IMG to acquire a 100% interest in the Crater Lake property from 10,312,000 to 7,500,000 IMG Shares at a deemed price of $0.16 per share (the "Revised Crater Lake Consideration"). IMG also reduced the minimum flow-through portion of its proposed spin-out concurrent financing from $1,500,000 to $500,000 and the price of the common shares to be issued on a flow-through basis from $0.22 to $0.18 per share (the "FT Financing Amendments").

The Corporation filed an amended and restated information circular (the "Amended Circular") with respect to its Annual General and Special Meeting to be held Monday, December 18, 2017 (the "Meeting"). The Amended Circular shall replace and supersede the information circular of the Company dated November 22, 2017 (the "Circular") in respect of the Meeting. The Circular has been amended so as to: (i) reflect the Revised Crater Lake Consideration and FT Financing Amendments throughout the Amended Circular, including revised pro forma statement of financial position of Imperial Mining Groups Ltd., (ii) disclose the existence of a 10% shareholder under the section entitled "Voting securities and principal holders of the voting securities"; and (iii) disclose under corporate cease trade orders, bankruptcy and penalties under the sections entitled "Corporate cease Trade Orders or Bankruptcies" and "Penalties or Sanctions". The Amended Circular otherwise remains unchanged from the Circular which was previously mailed to shareholders. A copy of the Amended Circular is available for viewing under the Corporation's profile on SEDAR at www.sedar.com. Shareholders may also contact the Corporation by telephone at 514 907-9016, by mail to the Company's principal office at 410 St-Nicolas, Suite 236, Montréal, Québec, H2Y 2P5, or by email at mnicoletti@sktm.ca to request free printed copies of the Amended Circular.

ABOUT NQ EXPLORATION INC.

NQ Exploration Inc. is a mining exploration company with a solid portfolio of mining properties in the James Bay and Abitibi regions of Quebec as well as an interest in a coal project in Colombia. NQ Exploration Inc. is betting on Quebec's excellent mineral potential and favourable investment climate to produce new world-class gold and base metal deposits but is also pursuing its Colombian venture.

Neither 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.

Contact Information

  • NQ Exploration Inc.
    David Grondin
    President and Chief Executive Officer
    (514) 583-3490
    www.explorationnq.com