CALGARY, Jan. 10, 2012 /CNW Telbec/ - GeoVenCap Inc. (TSXV: GOV.P)
("GeoVenCap"), a capital pool company, and Blue Note Mining Inc. (TSXV:
BNT) ("Blue Note") are pleased to announce that they have entered into
a letter of intent dated December 29, 2011 (the "LOI") pursuant to
which Blue Note will sell all of its New Brunswick mineral properties
to GeoVenCap. The sale price is $7,946,438 representing the book value
of the Properties payable in 15,892,876 common shares of GeoVenCap at
$0.50 per share (the "Transaction"). After the closing, Blue Note,
which will hold 84% of GeoVenCap's outstanding shares, intends to
distribute a portion of those shares to its shareholders with the
details to be disclosed in a subsequent press release.
The Properties are located between 30 km and 105 km west and southwest
of the City of Bathurst, New Brunswick. The holding is comprised of
four project areas, each consisting of individual mineral claims and/or
further subdivided properties. In total, the holding is comprised of
1,755 claims covering 35,954 hectares. The four projects are: the
California Lake Silver Property located 40 km west of Bathurst covering
957 hectares; the Williams Brook Gold Property located 90 km west of
the city of Bathurst covering 1843 hectares; the Upsalquitch Regional
Gold Property located 87 km west of the city of Bathurst covering
26,160 hectares and the Bathurst Mining Camp - Base Metal Project
located in an area 30 to 70 km west of Bathurst and covering 6,994
The Qualifying Transaction
GeoVenCap is incorporated under the provisions of the Business Corporations Act (Alberta) with its registered and head office in Calgary, Alberta. It is
a capital pool company and intends for the Transaction to constitute
its "Qualifying Transaction" as such term is defined in the policies of
the TSXV. GeoVenCap is a "reporting issuer" in the provinces of
Ontario, British Columbia and Alberta and currently holds in excess of
$800,000 cash net of all accrued expenses and liabilities.
The LOI is to be superseded by a definitive agreement in principle (the
"Definitive Agreement") to be signed on or before January 18, 2012 (or
such other date as may be mutually agreed in writing between the
parties). The Transaction is subject to requisite regulatory approval,
including the approval of the TSXV and standard closing conditions,
including the approval of the directors of each of Blue Note and
GeoVenCap of the Definitive Agreement and completion of due diligence
investigations to the satisfaction of each of Blue Note and GeoVenCap,
as well as the conditions described below.
Since the Transaction is not a non-arm's length transaction, GeoVenCap
is not required to obtain shareholder approval for the Transaction.
Trading in the common shares of GeoVenCap has been halted. It is
unlikely that the common shares of GeoVenCap will resume trading until
the Transaction is completed and approved by the TSXV.
Conditions to Transaction
Prior to completion of the Transaction (and as conditions of closing):
Blue Note and GeoVenCap will enter into a Definitive Agreement in
respect to the Transaction on or before January 18, 2012.
The parties will prepare a filing statement in accordance with the rules
of the TSXV, outlining the terms of the Transaction.
All requisite regulatory approvals relating to the Transaction,
including, without limitation, TSXV approval, will have been obtained.
Board of Directors and Management
Upon completion of the Qualifying Transaction, the directors and senior
officers of GeoVenCap are anticipated to be:
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, Dia Bras Exploration and Blue Note.
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. He is currently
Chairman, President and Chief Executive Officer of Blue Note.
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. He is currently
Executive Vice President, Corporate Secretary and director of Blue
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. He is currently Chief Financial Officer of Blue Note.
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.
He is currently Director of Exploration of Blue Note.
Two additional independent directors shall also be appointed upon
signing of the Definitive Agreement.
Sponsorship of a qualifying transaction of a capital pool company is
required by the TSXV unless exempt in accordance with TSXV policies.
GeoVenCap is currently reviewing the requirements for sponsorship and
may apply for an exemption from the sponsorship requirements pursuant
to the policies of the TSXV, however, there is no assurance that
GeoVenCap will ultimately obtain this exemption. GeoVenCap intends to
include any additional information regarding sponsorship in a
subsequent press release.
Completion of the Transaction is subject to a number of conditions,
including but not limited to, TSXV acceptance and if applicable
pursuant to TSXV requirements, majority of the minority shareholder
approval. Where applicable, the Transaction cannot close until the
required shareholder approval is obtained. There can be no assurance
that the Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management
information circular or filing statement to be prepared in connection
with the Transaction, any information released or received with respect
to the transaction may not be accurate or complete and should not be
relied upon. Trading in the securities of a capital pool company should
be considered highly speculative.
The TSX Venture Exchange Inc. has in no way passed upon the merits of
the Transaction and has neither approved nor disapproved the contents
of this press release.
Arthur Hamilton, P.Geo., Exploration Manager for Blue Note Mining Inc.
is a Qualified Person as defined under NI43-101 guidelines and has
reviewed the technical information contained in this press release.
About Blue Note Mining
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.
The information about Blue Note and the Properties contained in the
press release has not been independently verified by GeoVenCap. 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, the composition of GeoVenCap's board
following the Transaction, the business plans and operations of Blue
Note and GeoVenCap following the Transaction and the distribution of
GeoVenCap shares to Blue Note's shareholders following the Transaction.
Although Blue Note and GeoVenCap believe 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, (ii) Blue Note and
GeoVenCap will agree on final documentation to complete the
Transaction, including a Definitive Agreement, (iii) Blue Note's
management will not identify and pursue other business objectives
following the Transaction, (iv) Blue Note and GeoVenCap will succeed in
obtaining any necessary financing to fund their ongoing operations and
work plans, (v) no material obstacles, technical or otherwise, will
hinder the operations of Blue Note or GeoVenCap following the
Transaction and (vi) the price of metals will remain sufficiently high
and the costs of advancing the projects of Blue Note and GeoVenCap
sufficiently low so as to permit those corporations to implement their
business plans in a profitable manner. Factors that could cause actual
results to differ materially from expectations include (i) the failure
of Blue Note or GeoVenCap to make effective use of their available
funds following the Transaction, (ii) the failure of the drilling
projects of Blue Note or GeoVenCap for technical, logistical,
labour-relations or other reasons, (iii) the inability of Blue Note and
GeoVenCap to obtain the necessary approvals for the Transaction, (iv) a
decrease in the price of metals below what is necessary to sustain the
operations of Blue Note or GeoVenCap, (v) an increase in the operating
costs of Blue Note or GeoVenCap above what is necessary to sustain
their operations, (vi) accidents, labour disputes or the
materialization of similar risks, (vii) a deterioration in capital
market conditions that prevents Blue Note or GeoVenCap from raising the
funds that they require on a timely basis, (viii) an inability or
unwillingness of Blue Note or GeoVenCap to complete the Transaction for
whatever reason, (ix) an inability or unwillingness of the individuals
named above to serve as directors or officers of GeoVenCap following
the Transaction and * generally, an inability of Blue Note or
GeoVenCap to develop and implement a successful business plan for any
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."
SOURCE GeoVenCap Inc.
For further information:
President, Chief Executive Officer, Chief Financial Officer,
Secretary and Director (GeoVenCap)
Telephone: (646) 493-1616
Executive Vice President (Blue Note)
(800) 937-3095 x236