Blue Note and GeoVenCap Obtain Conditional Approval for Transaction
05 Marzo 2012 - 2:30PM
PR Newswire (Canada)
MONTREAL, March 5, 2012 /CNW Telbec/ - Blue Note Mining Inc. ("Blue
Note") and GeoVenCap Inc. ("GeoVenCap"), a capital pool company,
are pleased to announce that they have received conditional
approval from the TSX Venture Exchange (the "TSXV") for their
previously-announced transaction under which Blue Note will sell
all of its New Brunswick mineral properties (the "Properties") to
GeoVenCap. 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 entitles Blue Note to subscribe for one Common Share if,
following that subscription, at least 20% of the outstanding Common
Shares would be in the hands of Public Shareholders (as defined in
the TSXV's policies). Blue Note and GeoVenCap expect to close the
Transaction on or prior to March 23, 2012. Blue Note intends to
distribute 3,973,219 of the Common Shares it will receive from
GeoVenCap to its shareholders, following its next annual meeting
(the "Distribution"). 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 and GeoVenCap are also pleased to announce
that Ms. Brigitte Dejou will join GeoVenCap's board of directors
after the closing of the Transaction. 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 will bring 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. For more information on the Transaction, see
Blue Note's press releases of January 10 and January 20, 2012.
Closing of the Transaction remains subject to the final approval of
the TSXV. 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. Blue
Note also holds a significant position in Amex Exploration (AMX.V)
share capital. 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, and the Distribution. 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 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, (ii) an inability or
unwillingness of Blue Note or GeoVenCap to complete the Transaction
for whatever reason and (iii) an inability or unwillingness of the
any individual named above or in an earlier news release to serve
as directors or officers of GeoVenCap following the Transaction.
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
MayerExecutive Vice President (Blue Note)(514) 486-3095
x236jmayer@bluenotemining.cawww.bluenotemining.ca James
PatersonPresident, Chief Executive Officer, Chief Financial
Officer,Secretary and Director (GeoVenCap)Telephone: (646)
493-1616geovencap@gmail.com
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