MONTREAL, March 22, 2012 /PRNewswire/ - Blue Note Mining Inc. (TSXV: BNT) ("Blue Note") is pleased to announce that it has completed the previously-announced transaction under which Blue Note has sold all of its New Brunswick mineral properties (the "Properties") to GeoVenCap Inc., a capital pool company. The sale price is $7,946,438 representing the book value of the Properties payable in 11,120,000 common shares ("Common Shares") and 4,772,876 special warrants ("Warrants") of GeoVenCap at a deemed value of $0.50 per share (the "Transaction").
Each Warrant will be converted into one Common Share following the distribution of 3,973,219 of the Common Shares to Blue Note shareholders (the "Distribution") which Distribution will occur following Blue Note's next annual meeting.
This Transaction is aimed at realizing the full value of Blue Note's New Brunswick properties (the "Properties") which value is currently not reflected in Blue Note share price. Blue Note's portfolio of assets post-closing will comprise its Croinor gold project, the Chimo project and other Quebec based properties along with approximately 84% of GeoVenCap (GOV.V) and 18% of Amex Exploration (AMX.V).
The directors and senior officers of GeoVenCap are:
David Crevier, Director
Mr. Crevier is President and Chief Executive Officer of Yorbeau Resources. He has been a partner in the law firm Colby, Monet, Demers, Delage & Crevier since 1984. His career in commercial law, with an emphasis on transactions related to the natural resources sector, spans more than three decades. He acted as a director of numerous public companies during his career and he is currently director of Cancor Mines.
Brigitte Dejou, Director
Ms. Dejou is a professional engineer with over 20 years of experience in mineral exploration. She spent two years as a Senior Geological Engineer with Osisko Mining Corporation and 18 years within Cominco and Teck Cominco managing various exploration programs. Ms. Dejou brings to GeoVenCap vast experience in running extensive, multimillion dollar exploration projects from grass-roots to pre-feasibility stage across North America. She holds both a Bachelor of Engineering degree and a Masters of Applied Science degree from Ecole Polytechnique de Montréal and is a member of the Ordre des Ingénieurs du Québec.
Leon Methot, President, Chief Executive Officer and Director
Mr. Methot is a seasoned senior executive with 25 years business experience. Mr. Methot is the former Chairman, President and Chief Executive Officer of X-Ore Resources. He was expert advisor for the Minister of Energy, Mines and Resources, Canada.
Jean Mayer, Executive Vice President, Corporate Secretary and Director
Mr. Mayer is a seasoned executive with 15 years business experience. Mr. Mayer is the former President and Director of Mindready Solutions. He practised law at Desjardins Ducharme Stein Monast.
James G. Paterson, Director
Mr. Paterson is Managing Partner at Ocean Capital Partners. For over 15 years, Mr. Paterson worked as an investment banker in Toronto, New York and Los Angeles. Mr. Paterson began his career in Toronto at First Marathon and since that time has worked for Donaldson, Lufkin & Jenrette, and Bank of American Securities in New York and Jefferies & Company in Los Angeles. His focus has been on providing financial advisory services to growth-oriented mid-sized companies. These financial advisory services include the structuring and execution of acquisition financing, recapitalizations and refinancings in both the private and public debt and equity markets. Mr. Paterson was a member of the board of directors of Seafield Resources during its formation and early financing from November 2009 to June 2011. Mr. Paterson currently sits on the Alumni Board of the Richard Ivey School of Business at the University of Western Ontario.
Arthur Hamilton, P. Geo., Director of Exploration
Mr. Hamilton has over 30 years experience in mine geology and mineral exploration. Mr. Hamilton has 20 years experience with Noranda including 10 years as Chief Geologist at Noranda's Heath Steele Mine.
Daniel Bortoluzzi, Chief Financial Officer
Mr. Bortoluzzi is a chartered accountant with 20 years of experience with mining and manufacturing companies. Mr. Bortoluzzi acted as corporate controller of Campbell Resources, Zemex Corporation and Lorbec Metals, and was previously manager at Samson Bélair Deloitte & Touche.
Documents on Sedar
The filing statement in connection with the Transaction and a NI43-101 Technical Report on the Properties have been filed on SEDAR and can be viewed in GeoVenCap's profile at www.sedar.com.
Blue Note holds its Common Shares (which represent 78.59% of the total number of outstanding Common Shares, or 78.14% on a fully-diluted basis) and Warrants for investment purposes only, subject to the Distribution. Blue Note may, subject to market conditions and in accordance with applicable securities laws, make additional investments in or dispositions of additional Common Shares or Warrants or other securities of GeoVenCap. Blue Note's address is 1080 Côte du Beaver Hall, Suite 2101, Montreal, Quebec H2Z 1S8.
A copy of the report under National Instrument 62-103 — The Early Warning System and Related Take-Over Bid and Insider Reporting Issues filed on SEDAR is available by contacting Mr. Jean Mayer at (514) 486-3095 x236.
For more information on the Transaction, see Blue Note's press releases of January 10, January 20 and March 5, 2012.
About Blue Note Mining
Blue Note Mining is a mineral exploration and mining company headquartered in Montreal with gold properties located in the prolific Val d'Or region of Quebec. Blue Note also holds significant positions in the share capital of Amex Exploration (AMX.V) and GeoVenCap (GOV.V).
This news release discusses items that may constitute forward-looking statements within the meaning of securities laws and that involve risks and uncertainties. Such statements include those with respect to the completion of the Transaction and the Distribution. Although Blue Note believes in light of the experience of its officers and directors, current conditions and expected future developments and other factors that have been considered appropriate that the expectations reflected in such forward-looking statements are based on reasonable assumptions, they can give no assurances that those expectations will be achieved and actual results may differ materially from those contemplated in the forward-looking statements and information. Such assumptions, which may prove incorrect, include the following: (i) the Transaction will obtain all required regulatory approvals and any applicable shareholder approvals and (ii) generally, that no event or omission will prevent the completion of the Transaction or the Distribution. Factors that could cause actual results to differ materially from expectations include (i) the inability of Blue Note and GeoVenCap to obtain the necessary approvals for the Transaction or shareholder approval for the Distribution and (ii) an inability or unwillingness of Blue Note or GeoVenCap to complete the Transaction for whatever reason. These factors and others are more fully discussed in Blue Note's filings with Canadian securities regulatory authorities available at www.sedar.com. Actual results may vary from the forward-looking information.
"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."
SOURCE BLUE NOTE MINING INC.