MONTREAL, July 16, 2012 /CNW Telbec/ - Blue Note Mining Inc. (TSXV: BNT) ("Blue Note" or the "Corporation") announces that all resolutions relating to board membership,
appointment of auditors, share option plan, and capital reduction
regarding the shares of GeoVenCap Inc. (TSXV: GOV), were passed by a
large majority of the votes cast at the annual general and special
meeting of the Corporation's shareholders held on June 28, 2012. Léon
Méthot, David Crevier and John Anderson were elected as directors.
Consequently, the board of directors has declared a dividend-in-kind
(the "Dividend") of 3,973,219 common shares held by it in the capital of GeoVenCap
Inc. (the "GeoVenCap Shares"). The Corporation intends to pay the Dividend on July 31, 2012 to the
holders of record (the "Shareholders of Record") of the outstanding common shares of the Corporation (the "Blue Note Shares") at the close of business on July 27, 2012 (the "Record Date"). The common shares of the Corporation will start to trade ex-dividend
on July 25, 2012 [i.e. shares of the Corporation purchased on the TSX
Venture Exchange (the "Exchange") on or after July 25, 2012 will not be eligible to receive the
GeoVenCap Shares as a dividend-in-kind]. The Corporation would like to
remind all holders of Corporation options or warrants who intend to
exercise their securities and participate in the Dividend that they
should proceed to do so well in advance of the ex-dividend date in
order to ensure that they are eligible to receive the Dividend.
The GeoVenCap Shares were acquired by the Corporation in connection with
the previously announced sale of its New Brunswick assets to GeoVenCap
in March 2012, and subject to escrow in accordance with the rules and
policies of the Exchange. The Corporation received approval from the
Exchange for the release of the GeoVenCap Shares from escrow for the
purpose of effecting the Dividend. Upon transfer to the Shareholders of
Record, no Exchange escrow conditions will apply to those shares,
except those held by directors and officers of Blue Note. The
Corporation has filed a Form-3E with the Exchange in respect of the
Dividend, notifying the Exchange of the Record Date.
The Dividend will be paid and satisfied in full by the Corporation
transferring the GeoVenCap Shares to the Shareholders of Record on the
Record Date, on a pro-rata basis, subject to certain adjustments to
account for the Corporation's withholding obligations under applicable
tax laws. No fractional GeoVenCap Shares, cash or any other form of
payment will be payable under the Dividend. Any fractional interests in
GeoVenCap Shares under the Dividend will be rounded up or down to the
nearest whole number of shares. Based upon the number of Blue Note
Shares currently outstanding, and without taking into account the
exercise of any options or warrants currently outstanding or the effect
of rounding for fractional interests, one GeoVenCap Share will be paid
under the Dividend for approximately every 39.95 Blue Note Shares held
by a Shareholder of Record on the Record Date.
It is expected that certificates evidencing the GeoVenCap Shares paid
under the Dividend will be mailed to the Shareholders of Record on or
shortly after the Dividend payment date.
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 contains discussion of items that may constitute
forward-looking statements within the meaning of securities laws that
involve risks and uncertainties. Such statements include those with
respect to the Record Date and the date on which the Dividend will be
paid. Although the Corporation believes the expectations reflected in
such forward-looking statements are based on reasonable assumptions, it
can give no assurances that its expectations will be achieved. Such
assumptions, which may prove incorrect, include the following: (i) no
event will occur or fail to occur so as to cause those dates to be
changed and (ii) no event will occur or fail to occur so as to cause
the Corporation to cancel the dividend. Factors that could cause actual
results to differ materially from expectations include (i) the
Corporation's failure to obtain the Exchange's approval for the
Dividend, (ii) the imposition of a cease-trade or other order on the
GeoVenCap Shares and (iii) any other event or omission that would
prevent the Corporation from proceeding with the Dividend. These
factors and others are more fully discussed in the Corporation'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.
For further information:
President & Chief Executive Officer
514 486-3095 x 255