MONTREAL, July 16, 2012 /CNW Telbec/ - Blue Note Mining Inc. (TSXV: BNT) ("Blue Note" or the "Corporation") announces that all resolutions relating to board membership, appointment of auditors, share option plan, and capital reduction regarding the shares of GeoVenCap Inc. (TSXV: GOV), were passed by a large majority of the votes cast at the annual general and special meeting of the Corporation's shareholders held on June 28, 2012. Léon Méthot, David Crevier and John Anderson were elected as directors.
Consequently, the board of directors has declared a dividend-in-kind (the "Dividend") of 3,973,219 common shares held by it in the capital of GeoVenCap Inc. (the "GeoVenCap Shares"). The Corporation intends to pay the Dividend on July 31, 2012 to the holders of record (the "Shareholders of Record") of the outstanding common shares of the Corporation (the "Blue Note Shares") at the close of business on July 27, 2012 (the "Record Date"). The common shares of the Corporation will start to trade ex-dividend on July 25, 2012 [i.e. shares of the Corporation purchased on the TSX Venture Exchange (the "Exchange") on or after July 25, 2012 will not be eligible to receive the GeoVenCap Shares as a dividend-in-kind]. The Corporation would like to remind all holders of Corporation options or warrants who intend to exercise their securities and participate in the Dividend that they should proceed to do so well in advance of the ex-dividend date in order to ensure that they are eligible to receive the Dividend.
The GeoVenCap Shares were acquired by the Corporation in connection with the previously announced sale of its New Brunswick assets to GeoVenCap in March 2012, and subject to escrow in accordance with the rules and policies of the Exchange. The Corporation received approval from the Exchange for the release of the GeoVenCap Shares from escrow for the purpose of effecting the Dividend. Upon transfer to the Shareholders of Record, no Exchange escrow conditions will apply to those shares, except those held by directors and officers of Blue Note. The Corporation has filed a Form-3E with the Exchange in respect of the Dividend, notifying the Exchange of the Record Date.
The Dividend will be paid and satisfied in full by the Corporation transferring the GeoVenCap Shares to the Shareholders of Record on the Record Date, on a pro-rata basis, subject to certain adjustments to account for the Corporation's withholding obligations under applicable tax laws. No fractional GeoVenCap Shares, cash or any other form of payment will be payable under the Dividend. Any fractional interests in GeoVenCap Shares under the Dividend will be rounded up or down to the nearest whole number of shares. Based upon the number of Blue Note Shares currently outstanding, and without taking into account the exercise of any options or warrants currently outstanding or the effect of rounding for fractional interests, one GeoVenCap Share will be paid under the Dividend for approximately every 39.95 Blue Note Shares held by a Shareholder of Record on the Record Date.
It is expected that certificates evidencing the GeoVenCap Shares paid under the Dividend will be mailed to the Shareholders of Record on or shortly after the Dividend payment date.
About Blue Note Mining
Blue Note Mining is a mineral exploration and mining company headquartered in Montreal with gold properties located in the prolific Val-d'Or region of Quebec. Blue Note also holds significant positions in the share capital of Amex Exploration (AMX.V) and GeoVenCap (GOV.V).
This news release contains discussion of items that may constitute forward-looking statements within the meaning of securities laws that involve risks and uncertainties. Such statements include those with respect to the Record Date and the date on which the Dividend will be paid. Although the Corporation 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. Such assumptions, which may prove incorrect, include the following: (i) no event will occur or fail to occur so as to cause those dates to be changed and (ii) no event will occur or fail to occur so as to cause the Corporation to cancel the dividend. Factors that could cause actual results to differ materially from expectations include (i) the Corporation's failure to obtain the Exchange's approval for the Dividend, (ii) the imposition of a cease-trade or other order on the GeoVenCap Shares and (iii) any other event or omission that would prevent the Corporation from proceeding with the Dividend. These factors and others are more fully discussed in the Corporation'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: