- 11 days after Concerned Shareholder filing for alternative board, Gold
Hawk's first response is to postpone its shareholder meeting by
- Gold Hawk shareholders indicating significant discontent with incumbent
directors and voicing increasing support for proposed alternative slate
Shares Outstanding: 104.8 Million
Symbol & Exchange: BNT.V
MONTREAL, May 26 /CNW Telbec/ - Blue Note Mining Inc. (TSXV: BNT) ("Blue Note" or the "Concerned Shareholder") is extremely dismayed by the tactics of the current board and management of Gold Hawk Resources Inc. (TSXV: GHK) ("Gold Hawk"). Gold Hawk's current board and management are seeking to postpone a shareholder vote, while Gold Hawk's valuable cash continues to diminish and thereby potentially reducing its attractiveness as a future merger partner.
Since Blue Note filed its dissident proxy circular on May 11, 2010, in which it nominated an alternative slate of directors, Gold Hawk has further disenfranchised its own shareholders by its continued pattern of non-responsiveness, and frustrating shareholder democracy. If Gold Hawk had a plan, the postponement of the originally scheduled shareholder meeting would be completely unfounded as there is more than sufficient time available for the Gold Hawk board to respond in detail to shareholders in advance of the previously scheduled June 10, 2010 shareholder meeting which has now been postponed to August 17, 2010.
Secondly, the length of the postponement (10 weeks) is even more troublesome. Gold Hawk's current board is now suggesting they need almost three months to put together a counter-proposal to our board replacement motion, while cash keeps being drained. They have spent the past nine months purportedly looking for an accretive transaction. However, the only recent public statement has been regarding the lowering of the exercise price of insider share purchase warrants. In addition, the Concerned Shareholder notes that the British Columbia Securities Commission advised that as of May 18, 2010, Gold Hawk was delinquent in filing its full annual financial statements. This deficiency raises corporate governance issues at Gold Hawk's board and management levels.
As a result of these and other actions that further demonstrate that the incumbent board of Gold Hawk cannot be trusted to act in shareholders' interests, Blue Note is reviewing its options to ensure that the rights of all shareholders are not trampled upon, and that there will be assurance of a timely opportunity for all shareholders to voice their opinion on the merits of replacing the incumbent Gold Hawk board with a fresh board that has a solid plan to create shareholder value.
Furthermore, Blue Note appreciates the increasing support it's receiving from Gold Hawk shareholders, and encourages any other shareholders to indicate their support by contacting Blue Note. Blue Note is committed to openness in its communications and its plan, and remains open to work with the incumbent Gold Hawk board and develop a mutually agreeable plan for the benefit of all.
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 Blue Note's news release dated May 11, 2010 available at www.bluenotemining.ca. Blue Note is looking forward to the reissuance of Gold Hawk's management information circular, as it is Blue Note's intention to reissue its own dissident proxy circular.
For more detailed information, please contact Blue Note's information agent, Laurel Hill Advisory Group toll-free at 1-877-304-0211.
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., (800) 937-3095 x230, email@example.com; www.bluenotemining.ca