Southstone Minerals Announces Independent Proxy Advisory Firm Recommends Shareholders Vote "FOR" The Proposed Arrangement

Southstone Minerals Limited (TSXV: SML) has received a "FOR" recommendation from independent proxy advisory firm Institutional Shareholder Services (ISS) regarding its previously announced Plan of Arrangement. The transaction is a going-private deal that will see Executive Chairman and Interim CEO Terry L. Tucker acquire all outstanding shares not already owned by him for cash consideration of $0.0375 per share.

The Board of Directors unanimously recommends voting "FOR" the Arrangement and the associated delisting resolution, citing certainty of value and immediate liquidity. Evans & Evans, Inc. provided a fairness opinion stating the $0.0375 consideration is fair from a financial point of view to shareholders. The consideration exceeds the fairness advisor's indicated value range of $0.024 to $0.034 per share by approximately 11.6% to 54.6%.

A special meeting of shareholders is scheduled for November 12, 2026, with a proxy voting deadline of November 10, 2026. The transaction is expected to result in the delisting of SML's common shares from the TSX Venture Exchange and the company ceasing to be a reporting issuer.

Southstone Minerals Limited (SML) has received an Independent Committee recommendation from ISS, a procedural but critical milestone for the completion of its going-private transaction. The recommendation validates the board’s rationale that the cash offer provides certainty of value and immediate liquidity, a factor particularly relevant given the stock's historically low trading volumes.

The deal effectively caps the upside for public shareholders at $0.0375, representing a modest premium over the recent trading range of $0.03 to $0.04. From a strategic standpoint, the transaction removes the company from public markets, simplifying corporate governance and eliminating the need for ongoing public reporting and compliance costs.

The market has already priced the deal at the offer price.

Southstone Minerals Limited is a mining company focused on the Oena Diamond Mine in the Northern Cape Province of South Africa. The company holds a 43% interest in African Star Minerals Pty. Ltd. (ASM), which holds the mining rights to the Oena property. The Oena mine is an alluvial diamond property. Production has been intermittent, relying on a contract miner, Rietput Delwery BK.

A revised contract mining agreement effective July 1, 2025, introduces a conditional revenue split: 80/20 in favor of ASM for tenders ≥10 million ZAR, and 85/15 in favor of the contractor for tenders <10 million ZAR. This significantly reduces Southstone's effective economic interest to 8.60% or 6.45% of gross tender sales. The company also previously held the Moquita Project in Angola, which was terminated in August 2019. No current NI 43-101 technical report or independent mineral resource estimate exists for the Oena Diamond Mine.