Blue Note to Spin Out New Brunswick Properties to GeoVenCap
10 Gennaio 2012 - 2:00PM
PR Newswire (Canada)
MONTREAL, Jan. 10, 2012 /CNW Telbec/ - Blue Note Mining Inc. ("Blue
Note") and GeoVenCap Inc. ("GeoVenCap"), a capital pool company,
are pleased to announce that they have entered into a letter of
intent dated December 29, 2011 (the "LOI") pursuant to which Blue
Note will sell all of its New Brunswick mineral properties to
GeoVenCap. The sale price is $7,946,438 representing the book value
of the Properties payable in 15,892,876 common shares of
GeoVenCap at $0.50 per share (the "Transaction"). After the
closing, Blue Note, which will hold 84% of GeoVenCap's outstanding
shares, intends to distribute a portion of those shares to its
shareholders with the details to be disclosed in a subsequent press
release. 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. GeoVenCap's
focus will be on exploring and developing the highly prospective
California Lake silver property, the Williams Brook and Upsalquitch
gold properties and the Bathurst Mining Camp - Base Metal Project.
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 and 18% of
Amex Exploration (AMX.V). "We are very pleased with this
transaction as it will allow Blue Note to pursue the development of
its Quebec based projects while realizing the full potential of the
highly prospective New Brunswick assets", stated Leon Methot,
President & CEO of Blue Note. The Properties are located
between 30 km and 105 km west and southwest of the City of
Bathurst, New Brunswick. The holding is comprised of four project
areas, each consisting of individual mineral claims and/or further
subdivided properties. In total, the holding is comprised of 1,755
claims covering 35,954 hectares. The four projects are: the
California Lake Silver Property located 40 km west of Bathurst
covering 957 hectares; the Williams Brook Gold Property located 90
km west of the city of Bathurst covering 1843 hectares; the
Upsalquitch Regional Gold Property located 87 km west of the city
of Bathurst covering 26,160 hectares and the Bathurst Mining Camp -
Base Metal Project located in an area 30 to 70 km west of Bathurst
and covering 6,994 hectares. The Qualifying Transaction GeoVenCap
is incorporated under the provisions of the Business Corporations
Act (Alberta) with its registered and head office in Calgary,
Alberta. It is a capital pool company and intends for the
Transaction to constitute its "Qualifying Transaction" as such term
is defined in the policies of the TSXV. GeoVenCap is a "reporting
issuer" in the provinces of Ontario, British Columbia and Alberta
and currently holds in excess of $800,000 cash net of all accrued
expenses and liabilities. The LOI is to be superseded by a
definitive agreement in principle (the "Definitive Agreement") to
be signed on or before January 18, 2012 (or such other date as may
be mutually agreed in writing between the parties). The Transaction
is subject to requisite regulatory approval, including the approval
of the TSXV and standard closing conditions, including the approval
of the directors of each of Blue Note and GeoVenCap of the
Definitive Agreement and completion of due diligence investigations
to the satisfaction of each of Blue Note and GeoVenCap, as well as
the conditions described below. Since the Transaction is not a
non-arm's length transaction, GeoVenCap is not required to obtain
shareholder approval for the Transaction. Trading in the common
shares of GeoVenCap has been halted. It is unlikely that the common
shares of GeoVenCap will resume trading until the Transaction is
completed and approved by the TSXV. Conditions to Transaction Prior
to completion of the Transaction (and as conditions of closing): --
Blue Note and GeoVenCap will enter into a Definitive Agreement in
respect to the Transaction on or before January 18, 2012. -- The
parties will prepare a filing statement in accordance with the
rules of the TSXV, outlining the terms of the Transaction. -- All
requisite regulatory approvals relating to the Transaction,
including, without limitation, TSXV approval, will have been
obtained. Board of Directors and Management Upon completion of the
Qualifying Transaction, the directors and senior officers of
GeoVenCap are anticipated to be: 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, Dia Bras Exploration and Blue
Note. 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. He is currently
Chairman, President and Chief Executive Officer of Blue Note. 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. He is currently Executive Vice President, Corporate
Secretary and director of Blue Note. 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. He is currently Chief
Financial Officer of Blue Note. 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. He is currently Exploration Manager of
Blue Note. Two additional independent directors shall also be
appointed upon signing of the Definitive Agreement. Sponsorship
Sponsorship of a qualifying transaction of a capital pool company
is required by the TSXV unless exempt in accordance with TSXV
policies. GeoVenCap is currently reviewing the requirements for
sponsorship and may apply for an exemption from the sponsorship
requirements pursuant to the policies of the TSXV, however, there
is no assurance that GeoVenCap will ultimately obtain this
exemption. GeoVenCap intends to include any additional information
regarding sponsorship in a subsequent press release. Completion of
the Transaction is subject to a number of conditions, including but
not limited to, TSXV acceptance and if applicable pursuant to TSXV
requirements, majority of the minority shareholder approval. Where
applicable, the Transaction cannot close until the required
shareholder approval is obtained. There can be no assurance that
the Transaction will be completed as proposed or at all. Investors
are cautioned that, except as disclosed in the management
information circular or filing statement to be prepared in
connection with the Transaction, any information released or
received with respect to the transaction may not be accurate or
complete and should not be relied upon. Trading in the securities
of a capital pool company should be considered highly speculative.
The TSX Venture Exchange Inc. has in no way passed upon the merits
of the Transaction and has neither approved nor disapproved the
contents of this press release. Arthur Hamilton, P.Geo.,
Exploration Manager for Blue Note Mining Inc. is a Qualified Person
as defined under NI43-101 guidelines and has reviewed the technical
information contained in this press release. About Blue Note Mining
Blue Note Mining is a mineral exploration and mining company
headquartered in Montreal with properties located in known gold
regions of Canada, including the prolific Val d'Or region of Quebec
and northern New Brunswick. Forward-Looking Statements The
information about Blue Note and the Properties contained in
the press release has not been independently verified
by GeoVenCap. 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, the composition of GeoVenCap's board following the
Transaction, the business plans and operations of Blue Note and
GeoVenCap following the Transaction and the distribution of
GeoVenCap shares to Blue Note's shareholders following the
Transaction. Although Blue Note and GeoVenCap believe 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, (ii)
Blue Note and GeoVenCap will agree on final documentation to
complete the Transaction, including a Definitive Agreement, (iii)
Blue Note's management will not identify and pursue other business
objectives following the Transaction, (iv) Blue Note and GeoVenCap
will succeed in obtaining any necessary financing to fund their
ongoing operations and work plans, (v) no material obstacles,
technical or otherwise, will hinder the operations of Blue Note or
GeoVenCap following the Transaction and (vi) the price of metals
will remain sufficiently high and the costs of advancing the
projects of Blue Note and GeoVenCap sufficiently low so as to
permit those corporations to implement their business plans in a
profitable manner. Factors that could cause actual results to
differ materially from expectations include (i) the failure of Blue
Note or GeoVenCap to make effective use of their available funds
following the Transaction, (ii) the failure of the drilling
projects of Blue Note or GeoVenCap for technical, logistical,
labour-relations or other reasons, (iii) the inability of Blue Note
and GeoVenCap to obtain the necessary approvals for the
Transaction, (iv) a decrease in the price of metals below what is
necessary to sustain the operations of Blue Note or GeoVenCap, (v)
an increase in the operating costs of Blue Note or GeoVenCap above
what is necessary to sustain their operations, (vi) accidents,
labour disputes or the materialization of similar risks, (vii) a
deterioration in capital market conditions that prevents Blue Note
or GeoVenCap from raising the funds that they require on a timely
basis, (viii) an inability or unwillingness of Blue Note or
GeoVenCap to complete the Transaction for whatever reason, (ix) an
inability or unwillingness of the individuals named above to serve
as directors or officers of GeoVenCap following the Transaction and
* generally, an inability of Blue Note or GeoVenCap to develop and
implement a successful business plan for any 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." BLUE NOTE MINING INC. CONTACT: Jean
Mayer James PatersonExecutive Vice President (Blue President, Chief
Executive Officer,Note) Chief Financial Officer,(800) 937-3095 x236
Secretary and Director (GeoVenCap)jmayer@bluenotemining.ca
Telephone: (646) 493-1616www.bluenotemining.ca geovencap@gmail.com
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