MONTREAL, March 5, 2012 /CNW Telbec/ - Blue Note Mining Inc. (TSXV: BNT) ("Blue Note") and GeoVenCap Inc. (TSXV: GOV) ("GeoVenCap"), a capital pool company, are pleased to announce that they have received conditional approval from the TSX Venture Exchange (the "TSXV") for their previously-announced transaction under which Blue Note will sell all of its New Brunswick mineral properties (the "Properties") to GeoVenCap. The sale price is $7,946,438 representing the book value of the Properties payable in 11,120,000 common shares ("Common Shares") and 4,772,876 special warrants ("Warrants") of GeoVenCap at a deemed value of $0.50 per share (the "Transaction").
Each Warrant entitles Blue Note to subscribe for one Common Share if, following that subscription, at least 20% of the outstanding Common Shares would be in the hands of Public Shareholders (as defined in the TSXV's policies). Blue Note and GeoVenCap expect to close the Transaction on or prior to March 23, 2012.
Blue Note intends to distribute 3,973,219 of the Common Shares it will receive from GeoVenCap to its shareholders, following its next annual meeting (the "Distribution"). The filing statement in connection with the Transaction and a NI43-101 Technical Report on the Properties have been filed on SEDAR and can be viewed in GeoVenCap's profile at www.sedar.com.
Blue Note and GeoVenCap are also pleased to announce that Ms. Brigitte Dejou will join GeoVenCap's board of directors after the closing of the Transaction. Ms. Dejou is a professional engineer with over 20 years of experience in mineral exploration. She spent two years as a Senior Geological Engineer with Osisko Mining Corporation and 18 years within Cominco and Teck Cominco managing various exploration programs. Ms. Dejou will bring to GeoVenCap vast experience in running extensive, multimillion dollar exploration projects from grass-roots to pre-feasibility stage across North America. She holds both a Bachelor of Engineering degree and a Masters of Applied Science degree from Ecole Polytechnique de Montréal and is a member of the Ordre des Ingénieurs du Québec.
For more information on the Transaction, see Blue Note's press releases of January 10 and January 20, 2012. Closing of the Transaction remains subject to the final approval of the TSXV.
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. Blue Note also holds a significant position in Amex Exploration (AMX.V) share capital.
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, and the Distribution. 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 and (ii) generally, that no event or omission will prevent the completion of the Transaction or the Distribution. Factors that could cause actual results to differ materially from expectations include (i) the inability of Blue Note and GeoVenCap to obtain the necessary approvals for the Transaction or shareholder approval for the Distribution, (ii) an inability or unwillingness of Blue Note or GeoVenCap to complete the Transaction for whatever reason and (iii) an inability or unwillingness of the any individual named above or in an earlier news release to serve as directors or officers of GeoVenCap following the Transaction. 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."
For further information:
President, Chief Executive Officer, Chief Financial Officer,
Secretary and Director (GeoVenCap)
Telephone: (646) 493-1616