Southstone Minerals Announces Shareholder Approval of Plan of Arrangement and Delisting

Southstone Minerals Limited (TSXV: SML) announced that shareholders have approved the previously announced Plan of Arrangement with Executive Chairman and Interim CEO Terry L. Tucker. The transaction involves Tucker acquiring all outstanding shares he does not already own for a cash consideration of $0.0375 per share. Shareholders also approved the delisting of the Company's shares from the TSX Venture Exchange.

Voting results showed 84.41% support overall, with 78.69% of disinterested shareholders voting in favor. The transaction is subject to a final court order from the Supreme Court of British Columbia, expected November 17, 2026, and final acceptance by the TSXV. Completion is expected on or about November 19, 2026. Post-completion, the Company will be wholly-owned by Tucker, delisted from the TSXV, and will apply to cease being a reporting issuer.

Southstone Minerals Limited (SML) has secured approval for its Plan of Arrangement and delisting resolution, a definitive corporate action that fundamentally alters the company's status. The transaction provides a clear liquidity event for public shareholders through a cash consideration of $0.0375 per share. This amount represents a premium over the stock's recent trading range and exceeds the fairness advisor's indicated value range of $0.024 to $0.034.

The deal resolves the company's public reporting obligations and addresses TSX Venture Exchange Policy 3.1 deficiencies that previously halted trading. Given the company's severe liquidity constraints and explicit going concern warning, the buyout serves as a necessary restructuring mechanism, allowing the company to continue operations under sole ownership while providing an exit for public investors. The material impact is immediate and permanent, as the stock will be removed from public markets upon completion.

Southstone Minerals Limited operates the Oena Diamond Mine in the Northern Cape Province of South Africa. The company holds a 43% interest in African Star Minerals (ASM), which possesses the mining rights for the Oena property. Operations consist of alluvial diamond mining and sales conducted through periodic tenders. Revenue is subject to a conditional split with contract miner Rietput Delwery BK, structured at 80/20 in favor of ASM for tenders exceeding 10 million ZAR, and 85/15 in favor of the miner for lower-value tenders. Additionally, the company holds service contracts for thermal coal and metallurgical processing in South Africa. The Moquita Project in Angola was terminated in August 2019.

For the nine months ended May 31, 2026, Southstone reported net income of $509,870, driven by increased diamond production but offset by surging operating expenses. Cash stands at $798,674 against $3.6 million in current liabilities.