Blue Note Completes the Spinoff of its New Brunswick Properties to GeoVenCap
March 18 2012 - 4:19PM
PR Newswire (Canada)
MONTREAL, March 22, 2012 /CNW Telbec/ - Blue Note Mining Inc.
("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). 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 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." BLUE NOTE MINING INC. CONTACT: Jean
MayerExecutive Vice President(514) 486-3095
x236jmayer@bluenotemining.cawww.bluenotemining.ca
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