Blue Note Signs Definitive Agreement With GeoVenCap
20 Gennaio 2012 - 8:00PM
PR Newswire (Canada)
MONTREAL, Jan. 20, 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 definite
purchase agreement dated January 19, 2012 (the "Purchase
Agreement") 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. 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). GeoVenCap's focus will be on
exploring and developing four highly prospective project areas
located between 30 km and 105 km west and southwest of the City of
Bathurst, New Brunswick, 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 Project located 40 km west
of Bathurst covering 957 hectares; the Williams Brook Gold Project
located 90 km west of the city of Bathurst covering 1843 hectares;
the Upsalquitch Regional Gold Project 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 Transaction is subject to requisite
regulatory approval, including the approval of the TSXV. The
parties will prepare a filing statement in accordance with the
rules of the TSXV, outlining the terms of the Transaction. Before
the closing of the Transaction, Blue Note will transfer the
Properties to a wholly-owned subsidiary to be incorporated
("Newco"). The Transaction will be completed by transferring all of
Newco's outstanding securities to GeoVenCap in exchange of the
15,892,876 GeoVenCap common shares. 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. 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. Terence S. Ortslan,
Director Mr. Ortslan is the Managing Director of TSO &
Associates, an independent mining, metals and fertilizer research
firm, since 1996. He is also a Director of Legend Gold Corp.,
Silvermet, Maudore Minerals, Plexmar Resources, Bitterroot
Resources and Niocan. Prior to 1996, Mr. Ortslan worked as a mining
analyst with a number of investment firms including BBN James
Capel, Loewen, Ondaatje McCutcheon, Merrill Lynch, Wood Gundy and
Jones Heward & Co. Mr. Ortslan obtained his B.Sc. (Engineering)
degree in 1972 and an MBA in 1974, both from McGill University.
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. 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. Sponsorship The parties do not plan to retain a sponsor
as they believe that GeoVenCap qualifies for an exemption under
TSXV Policy 2.2 - Sponsorship and Sponsorship Requirements.
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 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's management will not
identify and pursue other business objectives following the
Transaction, (iii) Blue Note and GeoVenCap will succeed in
obtaining any necessary financing to fund their ongoing operations
and work plans, (iv) no material obstacles, technical or otherwise,
will hinder the operations of Blue Note or GeoVenCap following the
Transaction and (v) 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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