Southstone Minerals Announces Mailing, Filing of Management Information Circular for Special Meeting of Shareholders

Southstone Minerals Limited (SML) has filed and is mailing its management information circular and related materials for a special meeting of shareholders scheduled for November 12, 2026. This filing marks a procedural step in an already-announced transaction rather than introducing new deal terms.

At the meeting, shareholders will vote on a previously announced plan of arrangement under the Business Corporations Act (British Columbia). Under this arrangement, Executive Chairman and Interim CEO Terry L. Tucker, referred to as the "Purchaser," will acquire all issued and outstanding shares he does not already own for a cash consideration of $0.0375 per share. A second resolution seeks shareholder approval to delist the shares from the TSX Venture Exchange.

The Board, with the Purchaser abstaining, and the Special Committee unanimously recommend voting in favor of both the Arrangement and the Delisting Resolution. This recommendation is supported by a fairness opinion from Evans & Evans, Inc., dated September 21, 2026, which states that the Arrangement and Consideration are fair from a financial point of view.

Procedural milestones have already been reached, including an interim order from the Supreme Court of British Columbia obtained on October 9, 2026, and conditional acceptance of the Arrangement by the TSXV on October 13, 2026. The voting thresholds require at least 66⅔% of votes cast and a simple majority of votes cast by disinterested shareholders, excluding the Purchaser and others excluded under MI 61-101. The record date for the vote was October 2, 2026.

The Board’s stated reasons for its recommendation remain unchanged from the September announcement: the cash consideration provides immediate liquidity and certainty of value, trading volume has been low both before the January 10, 2024 halt and since resumption on July 27, 2026, and the fairness opinion supports the price. The transaction is expected to complete in the fourth quarter of 2026, subject to shareholder and final court approval and final TSXV acceptance.

Southstone Minerals Limited (SML) issued an administrative update regarding its going-private transaction, first disclosed between September 21 and 23, 2026. The economic terms remain unchanged: the offer price is $0.0375 per share, the acquirer is the same insider, and the structure involves a court-approved plan of arrangement, delisting, and ceasing to be a reporting issuer.

The filing of the circular, the obtaining of an interim court order, and the TSXV’s conditional acceptance reduce execution uncertainty marginally. However, the release provides no new market-moving information. It does not update operations, earnings, or guidance, nor does it re-disclose the diamond sales, contract-mining economics, or financial condition described in prior historical releases.

For shareholders, the deal consideration of $0.0375 sits at or just below the recent market price of $0.04 on October 14, 2026. Because the stock is thinly traded, the premium is effectively nil at the current quote. The previous reference to a premium referred to the fairness adviser’s value range of $0.024–$0.034, a framing established in September rather than in this release.

Southstone Minerals Limited (TSXV: SML) is a Victoria, British Columbia-based junior focused on the Oena Diamond Mine, an alluvial diamond property in the Northern Cape Province of South Africa. The Oena asset is held by African Star Minerals Pty. Ltd. ("ASM"), in which Southstone holds a 43% interest but which it consolidates 100% due to control. Mining is carried out by contract miner Rietput Delwery BK.

The economic interest attributable to Southstone is small and indirect. Per the amended contract-mining agreement (effective July 1, 2025), Southstone's effective economic interest in net tender proceeds is 8.60% (80/20 split to ASM when a tender exceeds ZAR 10 million) and 6.45% (85/15 split when below ZAR 10 million).

The investor presentation characterizes Oena as exploration/evaluation stage, with technical and economic feasibility not yet established, and notes there is no current NI 43-101 technical report or independent mineral resource estimate. The presentation also references terminated legacy assets (Moquita, Angola — cancelled August 2019) and South African thermal-coal/metallurgical service contracts.