MONTREAL, Nov. 12 /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 binding agreement pursuant to which Blue Note has agreed to acquire (the "Transaction") all of the outstanding common shares of X-Ore (the "Shares"). The Transaction will take the form of an amalgamation between X-Ore and a wholly-owned subsidiary of Blue Note in exchange for Blue Note common shares, subject to certain conditions. The Board of Directors of X-Ore has unanimously approved the Transaction and will recommend that Shareholders vote in favour of the Transaction.
Blue Note has agreed to offer shareholders of X-Ore (the "Shareholders") 0.50 of a Blue Note common share for each X-Ore common share outstanding for a total of 43,017,352 Blue Note common shares. Subject to their terms and conditions and/or to their holders' consent, 3,337,142 X-Ore warrants and 2,050,000 X-Ore stock options shall be exchanged for warrants and stock options of Blue Note that shall entitle the holder thereof to receive upon their exercise such number of Blue Note common shares based upon the exchange ratio, in lieu of common shares of X-Ore.
The consideration under the Transaction is valued at $0.0940 for each X-Ore share and represents a 108% premium to Shareholders using the 20-day volume weighted average prices of both companies (Blue Note: $0.1881, X-Ore: $0.0452) and a 70% premium using closing prices on November 11, 2009 (Blue Note: $0.14, X-Ore: $0.05). As a consequence of the Transaction, the existing shareholders of X-Ore will own 45.16% of the common shares of Blue Note and the existing shareholders of Blue Note will own 54.84% of the common shares of Blue Note. Mr. Léon Méthot, X-Ore's current President and Chief Executive Officer, will be appointed to Blue Note's Board of Directors.
The successful completion of the Transaction will establish Blue Note as a Canadian gold mining company well positioned to deliver near-term value with the acquisition of a 50% interest in the Croinor Gold deposit located near Val-d'Or, Québec. Blue Note, upon completion of this 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 significant mineral exploration and
past producing properties in high profile mining areas in Canada in the
Bathurst mining camp in New Brunswick, the Abitibi greenstone belt in
Quebec and in Northern Ontario as well as four gold properties in the
prolific Sierra Madre Gold belt in Mexico;
- 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.
"This acquisition is in line with our stated strategy of growing a gold company through acquisitions", said Michael Judson, President and Chief Executive Officer of Blue Note.
"I am delighted to have the opportunity to restart this gold mine and to establish a presence in one of the world's premier gold mining districts", said John Martin, Chief Operating Officer of Blue Note.
"We are excited with this transaction as it will provide X-Ore shareholders with substantial benefits and growth potential through the creation of a company with a critical mass of staff, projects and capital", said Léon Méthot, President and Chief Executive Officer of X-Ore.
As part of the agreement, X-Ore agreed to grant Blue Note with an exclusivity period to allow Blue Note to complete its due diligence review and to enter into definitive agreements by the end of November. A break-up fee of $200,000 will be paid to Blue Note should X-Ore breach such exclusivity. To obtain the exclusivity, Blue Note agreed to lend up to $125,000 to X-Ore which loan shall bear interest at a rate of 12% annually and may be converted into common shares of X-Ore at Blue Note's discretion.
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 (a special resolution is a resolution passed by a majority of not less than two-thirds of the votes cast by the shareholders who voted in respect of that resolution). However, the exclusivity period, along with certain confidentiality provisions constitute binding obligations of the parties under the agreement.
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.
This news release contains discussion of items that may constitute forward-looking statements within the meaning of securities laws that involve risks and uncertainties. Although the company believes the expectations reflected in such forward-looking statements are based on reasonable assumptions, it can give no assurances that its 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 authorities, uncertainties associated with contract negotiations, additional financing requirements, market acceptance of the Company's products and competitive pressures. These factors and others are more fully discussed in Company filings with Canadian securities regulatory authorities.
"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: Blue Note Mining Inc.: Glenn Massad, Vice President, Investor Relations, (800) 937-3095 x230, firstname.lastname@example.org, www.bluenotemining.ca; X-Ore Resources Inc.: Léon Méthot, President & CEO, (819) 824-5422, email@example.com, www.x-ore.com; Paul Goulet, Investor Relations, (514) 710-8290, firstname.lastname@example.org