- Incumbent Board has demonstrated continued inability to complete an
- Blue Note proposes subsequent merger via share exchange, offering
shareholders new opportunity to participate in a near-term producing
gold mine at an attractive premium
Shares Outstanding: 104.8 Million
Symbol & Exchange: BNT.V
MONTREAL, May 11 /CNW Telbec/ - Blue Note Mining Inc. (TSXV: BNT), a concerned shareholder ("Blue Note" or the "Concerned Shareholder") of Gold Hawk Resources Inc. (TSXV: GHK) ("Gold Hawk"), is calling for Gold Hawk's shareholders to replace the current Board, which it believes has failed consistently to create and increase shareholder value.
Shareholders of Gold Hawk are being asked to protect their investments in Gold Hawk by electing a new Board of Directors at Gold Hawk's Annual and Special General Meeting, to be held at the offices of Fraser Milner Casgrain LLP, 15th Floor Grosvenor Building, 1040 West Georgia Street, Vancouver, British Columbia on June 10, 2010, at 2:00 p.m. (Vancouver Time).
"Operationally, Gold Hawk's current Board and management team were unable to put the Coricancha Gold Mine back into production, which led to its sale at a steep discount to its intrinsic value, despite favorable gold prices", said Michael Judson, Blue Note's President and Chief Executive Officer. "Corporately, the same group has been unable to complete a transaction to enhance shareholder value, despite having a credit line available, cash in the bank and a significant pool of accretive buying opportunities. It is now time for a new team to step in", added Mr. Judson.
The Concerned Shareholder believes that Gold Hawk shareholders have been deprived of a potential opportunity to realize substantial gains from their investments in Gold Hawk because the company has suffered from an entrenched and ineffective operational and corporate management team.
The Concerned Shareholder is seeking to replace Gold Hawk's current Board for the following reasons:
- Despite favorable gold prices and initially having sufficient funds,
the current Board has failed to put the Coricancha gold mine back into
production on a timely basis. This inability to execute forced the
company to sell its primary asset at a steeply discounted price.
- The current Board has failed to complete an accretive transaction on a
timely basis to increase shareholder value. According to Gold Hawk's
Management Information Circular dated October 9, 2009, "There is a risk
that (Gold Hawk) will not be able to acquire a new asset or business to
meet the Tier 2 maintenance requirements of the TSX-V within six
months" of the sale of Coricancha to Nyrstar Netherlands (Holdings) BV.
Gold Hawk announced the closing of this transaction on November 12,
2009. It would be detrimental to shareholders should Gold Hawk be
forced to complete a transaction within a prescribed timeline to meet
the minimum listing requirements of the TSX-V instead of being focused
solely on increasing shareholder value.
- The current Board devoted its time and energy as well as Gold Hawk's
resources to a failed business combination with Nuinsco Resources,
without first conducting proper due diligence.
- Every day that goes by without an accretive transaction being
completed, Gold Hawk's cash, being its primary asset, decreases in
value, which decreases the value of any future potential transaction.
The Concerned Shareholder has nominated Mr. Michael Judson, Mr. John Martin, Mr. Léon Méthot, Mr. David Crevier and Mr. Jean Mayer for election to Gold Hawk's Board. These nominees bring to Gold Hawk deep and varied experience as senior managers, directors and chairmen of mining companies. The nominee directors have a solid track record of strong performance and above all, an action plan to correct Gold Hawk's current course.
The Concerned Shareholder's nominees' immediate plan to create shareholder value is to merge Gold Hawk with Blue Note as soon as practicable upon replacement of Gold Hawk's current directors. This transaction would be subject to TSX Venture Exchange approval and would be submitted for approval to Gold Hawk's and Blue Note's shareholders.
Should the Concerned Shareholder succeed in the election of its proposed nominees, subject to customary conditions, Blue Note intends to offer (the "Offer") Gold Hawk to acquire, by way of amalgamation, all of Gold Hawk's outstanding common shares at an implied price of approximately $1.75 per share, based on Gold Hawk's May 7, 2010 closing share price of $1.01 on the TSXV. Under the Offer, Gold Hawk common shareholders will be entitled to receive 16 2/3 Blue Note common shares for each Gold Hawk common share held.
"We believe that merging the two companies is a natural fit and that it will allow both Blue Note and Gold Hawk shareholders to benefit from any near-term gold production and cash flow through the opening of Blue Note's Croinor Gold Project", said Mr. Judson.
"The facts speak for themselves. We believe that we have a great near-term producing gold asset and a ready-to-go start-up plan. Gold Hawk has no other valuable asset and its management team has yet to unlock shareholder value", said John Martin, Blue Note's Chief Operating Officer.
It was Blue Note's intention to proceed with a friendly approach when, in June of 2009, representatives of Blue Note initially approached Kevin Drover, Gold Hawk's President and Chief Executive Officer and Gordon Bub, Gold Hawk's Chairman, by offering to assist Gold Hawk in salvaging the Coricancha Gold Mine with a proposed merger which was declined by Gold Hawk. More recently, on February 2, 2010, following the failed merger attempt between Gold Hawk and Nuinsco Resources, Mr. Judson again approached Mr. Drover to discuss a merger between the two companies. Following various discussions, Mr. Drover agreed to meet Mr. Judson for lunch on March 10, 2010 during PDAC week in Toronto: the lunch was cancelled by Mr. Drover the evening before with no explanation. The following day, Mr. Judson spoke with Mr. Bub who indicated that he and Mr. Drover were not interested in merging with Blue Note. Since then, as a Gold Hawk shareholder, Blue Note has been anxiously waiting for any kind of accretive transaction but to no avail. Consequently, Blue Note has decided to pursue the present course of action as Blue Note strongly believes that a merger of the two companies is in the best interest of all shareholders.
"This is a logical combination. I encourage Gold Hawk shareholders to contact us or the Gold Hawk board of directors to support this opportunity. Further, I invite the Gold Hawk board of directors to contact us to open a constructive dialogue," added Mr. Judson.
Blue Note's management believes that the proposed combination of Blue Note and Gold Hawk could offer Gold Hawk shareholders a number of benefits:
- Compelling Premium Price. On May 7, 2010, which was the last trading
day prior to the filing of Gold Hawk's management proxy circular, the
closing price of the Gold Hawk shares listed on the TSXV was $1.01.
Blue Note would offer $1.75 per Gold Hawk share, based on Blue Note's
closing share price on the TSXV that same day. The Offer represents a
premium of approximately 73.27%, using the May 7, 2010 closing prices
of Blue Note and Gold Hawk on the TSXV. Based on the volume-weighted
average price of the Blue Note shares on the TSXV for the 20 trading
days ended May 7, 2010, the Offer would represent a premium of
approximately 66.34% over the volume-weighted average price of the Gold
Hawk shares for the same period.
- Near-Term Cash Flow. Blue Note's management believes that the
successful combination of the two companies would help establish Blue
Note as a Canadian gold mining company well-positioned to deliver near-
term value with its 50% interest in the Croinor Gold Project located
near Val-d'Or, Quebec. This project has the potential of producing
approximately 40,000 ounces of gold per year at an operating cash cost
of US $590 per ounce (see X-Ore Resources Inc.'s news release of May
26, 2009 regarding the study prepared by Francois Chabot, P.Eng with
the engineering firm Golder Associates. Note that this preliminary
assessment is preliminary in nature and includes mineral resources that
are not mineral reserves and do not have demonstrated economic
viability); with potential to supplement this with production from
other nearby properties including its 100 percent-owned Chimo gold
property where a drill program to test previously identified zones of
gold mineralization is planned (see Blue Note's news release dated
April 12, 2010). Blue Note is the operator of the Croinor project and
Gold Hawk's cash assets would be sufficient to finance 100% of its
- Concrete Synergies. Blue Note's management believes that a combination
of Blue Note and Gold Hawk will produce corporate synergies through the
consolidation of head offices, the rationalization of regulatory filing
requirements and executive teams. The strictly eastern Canadian
location of all material operations is also likely to help optimize
operations. Gold Hawk's sole property, the Barry-Souart property is
adjacent to Blue Note's Croinor Gold Project and Blue Note's 9 other
gold exploration properties including Chimo (past gold producer
formerly owned by Cambior), all located in the Val-d'Or region of the
Province of Quebec. Blue Note also owns gold and base metals
exploration properties in Ontario and northern New Brunswick including
the Williams Brook gold exploration project near Bathurst, New
- Optimization and Consolidation Opportunities. If the Offer is accepted,
Blue Note intends to: (a) expedite its business plans for the Croinor
gold deposit as quickly as possible. The NI43-101 compliant Golder
Technical Report- Scoping Study, prepared by François Chabot, P.Eng,
dated July 9, 2009 projects that production could begin six months
after the required work begins (the report is available at
www.bluenotemining.ca); (b) consolidate other Val-d'Or-based gold
deposits; and (c) pursue Blue Note's M&A strategy with other identified
opportunities in Latin America.
- Growth Potential. Growth potential with mineral exploration and past
producing properties in recognized mining areas in Canada in the
Bathurst mining camp in New Brunswick, the Abitibi greenstone belt in
Quebec and in northern Ontario.
- Strong Balance Sheet. Blue Note's management believes that the closing
of the transaction would create a company with a strong cash position,
no debt and a critical mass of staff, projects and capital.
- Strong Management Team. Blue Note's management team is experienced in
mine start-ups and restarts and mining production as well as in the
development, construction and management of producing operations.
The Concerned Shareholder filed today a Proxy Circular with securities regulators that will be mailed to all Gold Hawk shareholders along with a YELLOW form of proxy to be used to vote to replace Gold Hawk's current Board at that Annual and Special General Meeting on June 10, 2010. The Proxy Circular is available at www.sedar.com. Concurrently with the issuance of this press release, the Concerned Shareholder is sending a formal request to Gold Hawk to obtain the list of the Gold Hawk shareholders.
Gold Hawk shareholders are invited to learn more about the need to replace Gold Hawk's current Board with a new slate of directors by reviewing the Proxy Circular. They are encouraged to vote promptly before the voting deadline on June 9, 2010 to ensure their shares are counted at the Meeting. Gold Hawk shareholders may oppose Gold Hawk's management even if they have previously deposited a proxy in support of Gold Hawk's management. Only your latest-dated proxy counts.
This press release does not constitute an offer to buy or sell, or the solicitation of an offer to buy or sell, any of the securities of Gold Hawk. Please contact Blue Note's information agent, Laurel Hill, at the following contact number: 1-877-304-0211. Investors and shareholders are strongly advised to read these documents, as well as any amendments or supplements to these documents, because they contain important information. You should read these materials carefully and in their entirety before making a decision.
John Martin, Chief Operating Officer, Blue Note Mining Inc. is a Qualified Person and has reviewed the technical information contained in this press release.
About Blue Note Mining Inc.
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's first goal is to put the Croinor Gold Property into production.
Forward-looking statements included or incorporated by reference in this document include statements with respect to (i) the election of Blue Note's nominees to Gold Hawk's board of directors; (ii) Blue Note's assets, financial position, management team, production targets and business plans following the Offer (if any); (iii) the benefits to the shareholders of Gold Hawk and Blue Note that may result from the Offer; and (iv) Blue Note's business plans if the Offer is successfully completed. Although Blue Note believes the expectations reflected in these forward-looking statements are based on reasonable assumptions, they can give no assurances that these expectations will be achieved. Such assumptions, which may prove incorrect, include the following: (i) advancing the Croinor gold project can be achieved without unforeseen delays or expenses, (ii) Gold Hawk has no undisclosed material liabilities (and there are no undisclosed material facts about Gold Hawk) that would have a material adverse effect on Blue Note's ability to implement its business plan if the combination of Blue Note and Gold Hawk is completed, (iii) the price of gold will remain sufficiently high and the costs of advancing the Croinor gold project sufficiently low so as to permit Blue Note to pursue its business plan in a profitable manner, (iv) the Croinor gold project conforms in all material respects with the reports prepared under NI43-101 with respect to that deposit and (v) that the payments that Gold Hawk may be required to make to its President, VP of finance and VP projects (the "Officers") under the change of control provisions in their employment agreements (if those provisions are enforceable) will not unduly burden Gold Hawk's financial resources. Factors that could cause actual results to differ materially from expectations include the failure of Blue Note's nominees to win election, the success or failure of the Offer, the effects of general economic conditions, the price of metals, actions by government or regulatory authorities (including approval of Blue Note's acquisition of Gold Hawk by the TSX Venture Exchange), uncertainties associated with contract negotiations, additional financing requirements, market acceptance of the products of Blue Note or Gold Hawk, competitive pressures and the enforceability of the provisions in the employment agreements of the Officers purporting to award severance payments in case of their departure following a change of control in Gold Hawk. These factors and others are more fully discussed in the filings with Canadian securities regulatory authorities of Blue Note, including Blue Note's proxy circular that will shortly be sent to Gold Hawk's shareholders and available at www.sedar.com.
"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: For further information: Glenn Massad, Vice President, Investor Relations, Blue Note Mining inc., 1-800-937-3095 x230, email@example.com, www.bluenotemining.ca