MONTREAL, Nov. 30 /CNW Telbec/ - Blue Note Mining Inc. ("Blue Note") (BNT:TSXV) and X-Ore Resources Inc. ("X-Ore") (XOR:TSXV) jointly announce that they have entered into a pre-amalgamation agreement pursuant to which Blue Note has agreed to acquire (the "Transaction") all of the outstanding common shares of X-Ore.
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 November 12, 2009).
X-Ore intends to mail a circular containing the terms of the Transaction to its shareholders on or prior to December 14, 2009. A special meeting of X-Ore shareholders to vote on the Transaction will be held on or prior to January 15, 2010. 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 shares in favor of the Transaction.
"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, Michael Judson and Léon Méthot.
Blue Note, upon completion of the Transaction, will have the following
- 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
- 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.
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 Canadian 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.
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.
SOURCE X-ORE RESOURCES INC.
For further information: For further information: Glenn Massad, Vice President, Investor Relations, Blue Note Mining Inc., 1-800-937-3095 x230, firstname.lastname@example.org, www.bluenotemining.ca; Léon Méthot, President & CEO, X-Ore Resources Inc., (819) 824-5422, email@example.com, www.x-ore.com; Paul Goulet, Investor Relations, (514) 710-8290, firstname.lastname@example.org