Blue Note Mining and X-Ore Resources Advise Mailing of Circular to X-Ore
Resources Shareholders

MONTREAL, Dec. 14 /CNW Telbec/ - Blue Note Mining Inc. ("Blue Note") (BNT:TSXV) and X-Ore Resources Inc. ("X-Ore") (XOR:TSXV) jointly announce that X-Ore shareholders have been mailed a circular containing the terms of the previously announced offer to acquire all of X-Ore's shares in a friendly transaction (the "Offer"). The board of directors of X-Ore has unanimously determined that the Offer is fair to X-Ore shareholders and in the best interest of X-Ore, and unanimously recommends that X-Ore shareholders accept the Offer and vote their common shares in favour of the Offer.

Complete details of the Offer are contained in the formal management information circular relating to the proposed amalgamation of X-Ore and 9216-4706 Québec Inc., a wholly-owned subsidiary of Blue Note, that has been filed with the applicable Canadian securities regulatory authorities, and shareholders of X-Ore are urged to read the document and to consider the important information contained therein. Electronic copies of the circular, the related letter of transmittal, and other relevant documentation may be obtained under the profile of X-Ore at www.sedar.com. Proxies may be received until 5:00 p.m. (Eastern Time) on January 13, 2010 before the special general meeting to be held on January 15, 2010 at 10:00 a.m. at the Delta Centre-Ville Hotel, Verriere A, Room 777, University Street, Montreal, Quebec.

Benefits of and Reasons to Accept the Offer

X-Ore shareholders are urged to consider the following factors and significant benefits in making their decision whether to accept the Offer:

    
    - Significant Premium - The Offer represents a premium of approximately
      70% over the November 11, 2009 closing price of the X-Ore common shares
      on the TSX Venture Exchange of $0.05, based on a closing price of $0.14
      per Blue Note common share on the TSX Venture Exchange on that same
      date, which was the last trading day prior to Blue Note's announcement
      of its intention to make an Offer. The Offer also represents a premium
      of approximately 108% based on the respective volume weighted average
      trading prices of X-Ore and Blue Note for the 20 trading days ended
      November 11, 2009.
    - Most Favourable Strategic Alternative - X-Ore's Board of Directors has
      unanimously determined that the amalgamation proposed under the Offer
      is the most favourable strategic alternative available to X-Ore given
      the current equity and debt market conditions and the uncertainty as to
      whether X-Ore will be able to raise, on acceptable terms, additional
      equity and debt financing that would be required to grow accretively
      and execute its business plan.
    - Opportunity to Share in the Future Growth of Blue Note - X-Ore
      shareholders will have the opportunity to share in the future growth of
      Blue Note, which has a clean balance sheet, positive working capital,
      highly experienced management team and a diversified property
      portfolio.
    - Establish Blue Note as a Gold Mining Company - Near-term potential for
      an underground mining operation producing approximately 35,000 ounces
      of gold for the initial year at a cash operating cost of US $492
      per ounce (Canadian-US exchange rate of 1.2); with the acquisition of a
      50% interest in the Croinor Gold deposit, with potential to supplement
      this with production from other nearby properties (see X-Ore news
      release of May 26, 2009 regarding the study prepared by
      Francois Chabot, P.Eng under 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).
    - Growth Potential in Geopolitically Attractive Regions - The combined
      companies will provide X-Ore shareholders with growth potential in
      mining-friendly, stable, geopolitically attractive regions of the
      world, with mineral exploration and past producing properties in high-
      profile mining areas in Canada in the Bathurst mining camp in
      New Brunswick, the Abitibi greenstone belt in Quebec and in Northern
      Ontario as well as four gold properties in the Sierra Madre Gold Belt
      in Mexico.
    - Experienced Management Team - X-Ore shareholders will benefit from the
      experience of Blue Note's management team, which has a proven history
      of successful mineral exploration, mine development, mine construction,
      and mine production in Canada. Their team's skills and experience will
      be used to restart mine production at Croinor.
    - Benefits of a Larger Asset Base - X-Ore shareholders will benefit from
      a larger asset base. This may reduce the risk associated with an
      investment in X-Ore by improving its ability to finance and the
      potential creation of cash flow.
    - Enhanced Liquidity - Upon completion of the Offer, Blue Note should
      have more trading liquidity due to the larger number of Blue Note
      common shares outstanding, the larger shareholder base and the
      increased profile.
    - Support of Shareholders - Directors, officers and other supporting
      shareholders of X-Ore have entered into a Voting and Lock-up Agreement
      pursuant to which they have agreed to vote all of their X-Ore common
      shares in favour of the Offer, representing approximately 14.39% of X-
      Ore common shares, subject to the terms and conditions of such
      agreements.
    

Blue Note Shareholder Approval Not Required

The TSX Venture Exchange has conditionally approved the listing of Blue Note common shares proposed to be issued in connection with the Offer and confirmed that Blue Note shareholder approval is not required, following a thorough review of a detailed application submitted by Blue Note.

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. The company's shares trade on the TSX Venture Exchange under the symbol BNT.

About X-Ore Resources Inc.

X-Ore Resources is a mineral exploration company with 16 properties located in known gold regions of Mexico and Canada, including the prolific Sierra Madre Gold Belt and the Val-d'Or region of Quebec.

For Further Information Please Contact

X-Ore shareholders should contact the Information Agent, Computershare Investor Services Inc. at 1-800-564-6253, for assistance in accepting the Offer and in depositing common shares. X-Ore common shares should be deposited under the Offer into the depositary, being Computershare Investor Services Inc. X-Ore shareholders whose common shares are registered in the name of an investment advisor, stock broker, bank, trust company or other nominee should immediately contact that nominee for assistance if they wish to accept the Offer in order to take the necessary steps to be able to deposit such common shares under the Offer.

Forward-Looking Statements

Forward-looking statements included or incorporated by reference in this document include statements with respect to (i) Blue Note's potential acquisition of X-Ore's outstanding securities; (ii) Blue Note's assets, financial position, management team, production targets and business plans following the Offer; and (iii) the benefits to the shareholders of X-Ore and Blue Note that will result from the Offer. Although Blue Note and X-Ore believe the expectations reflected in these forward-looking statements are based on reasonable assumptions, they can give no assurances that these expectations will be achieved. Factors that could cause actual results to differ materially from expectations include the effects of general economic conditions, the price of metals, actions by government or regulatory authorities, uncertainties associated with contract negotiations, additional financing requirements, market acceptance of the products of Blue Note or X-Ore and competitive pressures. These factors and others are more fully discussed in the filings with Canadian securities regulatory authorities of Blue Note and X-Ore, including X-Ore's circular dated December 10, 2009.

    
    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., (800) 937-3095 x230, gmassad@bluenotemining.ca, www.bluenotemining.ca; Léon Méthot, President & CEO, X-Ore Resources Inc., (819) 824-5422, lmethot@x-ore.com, www.x-ore.com; Paul Goulet, Investor Relations, (514) 710-8290, gouletp@commgo.com

Organization Profile

Blue Note Mining Inc.

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X-ORE RESOURCES INC.

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