Blue Note Mining and X-Ore Resources Finalize Definitive Pre-Amalgamation
Agreement
The Transaction will take the form of an amalgamation between X-Ore and a wholly-owned subsidiary of Blue Note in which X-Ore shareholders will receive 1 Blue Note common share for every 2 X-Ore common shares outstanding for a total of 43,017,352 Blue Note common shares. The companies have previously signed a letter of intent prior to completion of due diligence (see the companies' joint news release from
X-Ore intends to mail a circular containing the terms of the Transaction to its shareholders on or prior to
"The pooling of the Croinor near-term gold production asset and other high profile Mexican and Canadian properties with experienced staff and capital envisioned by this transaction, constitutes a tremendous opportunity to unlock shareholder value", commented both Blue Note and X-Ore CEOs,
Blue Note, upon completion of the Transaction, will have the following profile: - Near-term potential for an underground mining operation producing approximately 35,000 ounces of gold per year at a cash 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). - Excellent growth potential with properties in the Sierra Madre Gold belt in Mexico as well as significant mineral exploration and past producing properties in prolific mining areas in Canada in the Bathurst mining camp in New Brunswick, the Abitibi greenstone belt in Quebec and in Northern Ontario; - A clean balance sheet with minimal debt; - A strong management team with significant experience in mine workovers and mining production, and demonstrated abilities in the development, construction and management of successful producing operations.
We note that there is no certainty that the Transaction will proceed to completion as it is subject to the TSX Venture Exchange approval and X-Ore shareholders approval by special resolution.
About Blue Note Mining Inc.
Blue Note Mining is a Canadian mineral exploration and mining company headquartered in
About X-Ore Resources Inc.
X-Ore Resources is a mineral exploration company with 16 properties located in known gold regions of
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 Transaction; and (iii) the benefits to the shareholders of X-Ore and Blue Note that will result from the Transaction. 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, 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.
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: Glenn Massad, Vice President, Investor Relations, Blue Note Mining Inc., 1-800-937-3095 x230, [email protected], www.bluenotemining.ca; Léon Méthot, President & CEO, X-Ore Resources Inc., (819) 824-5422, [email protected], www.x-ore.com; Paul Goulet, Investor Relations, (514) 710-8290, [email protected]
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