Southstone Minerals Announces Shareholder Approval of Plan of Arrangement and Delisting

Victoria, British Columbia--(Newsfile Corp. - November 12, 2026) - Southstone Minerals Limited (TSXV: SML) ("Southstone" or the "Company") is pleased to announce that, at the special meeting (the "Meeting") of holders ("Shareholders") of common shares in the capital of the Company ("Shares") held today, Shareholders approved the previously announced plan of arrangement (the "Arrangement") with Terry L. Tucker, the Company's Executive Chairman and Interim Chief Executive Officer (the "Purchaser"), and disinterested Shareholders approved the delisting of the Shares from the TSX Venture Exchange (the "TSXV"). Under the Arrangement, which is being carried out pursuant to an arrangement agreement dated September 21, 2026 between the Company and the Purchaser (the "Arrangement Agreement") under the Business Corporations Act (British Columbia), the Purchaser will acquire all of the issued and outstanding Shares that he does not already own for cash consideration of $0.0375 per Share. Shareholders holding a total of 17,784,216 Shares were represented in person or by proxy at the Meeting, representing 53.24% of the 33,401,888 issued and outstanding Shares entitled to vote as of October 2, 2026, the record date for the Meeting. The special resolution approving the Arrangement (the "Arrangement Resolution") required approval by (i) at least two-thirds (66⅔%) of the votes cast by Shareholders present in person or represented by proxy and entitled to vote at the Meeting; and (ii) a simple majority of the votes cast by Shareholders present in person or represented by proxy and entitled to vote at the Meeting, excluding votes attached to Shares held by the Purchaser and any other persons required to be excluded under Part 8 of Multilateral Instrument 61-101 - Protection of Minority Securityholders in Special Transactions ("MI 61-101"). Of the votes cast on the Arrangement Resolution, 15,011,747 Shares (84.41%) were in favour and 2,772,469 Shares (15.59%) against, satisfying the two-thirds threshold; and after applying the exclusions required for minority approval under MI 61-101, 10,236,747 Shares (78.69%) were in favour and 2,772,469 Shares (21.31%) against, satisfying the simple majority requirement. The ordinary resolution approving the delisting of the Shares from the TSXV (the "Delisting Resolution") also passed, with 10,236,847 Shares (78.69% of the votes cast by disinterested Shareholders) in favour and 2,772,369 Shares (21.31%) against. The Delisting Resolution required approval by a simple majority of the votes cast by Shareholders present in person or represented by proxy and entitled to vote on the resolution, excluding the 4,775,000 Shares held by the Purchaser. The Company will seek a final order (the "Final Order") of the Supreme Court of British Columbia (the "Court") approving the Arrangement at a hearing expected to take place on November 17, 2026 at 10:00 a.m. (Vancouver time). Completion of the Arrangement remains subject to the satisfaction or waiver, where permitted, of customary closing conditions, including receipt of the Final Order and final acceptance of the TSXV. Subject to the satisfaction or waiver of the remaining closing conditions, the Arrangement is expected to be completed on or about November 19, 2026. Following completion of the Arrangement and subject to TSXV acceptance, the Shares are expected to be delisted from the TSXV, and the Company expects to apply to cease to be a reporting issuer in the jurisdictions in which it is a reporting issuer. Registered Shareholders who have not yet done so should complete and return the Letter of Transmittal to TSX Trust Company, as depositary, in order to receive the cash consideration for their Shares. Shareholders who hold their Shares through a broker or other intermediary should contact that intermediary. Further details regarding the Arrangement are set out in the Company's management information circular dated October 9, 2026, available under the Company's profile on SEDAR+ at www.sedarplus.ca. ABOUT SOUTHSTONE Southstone is a mineral exploration and development company based in Victoria, British Columbia, with diamond mining operations in South Africa. The Company's Shares are listed on the TSXV under the symbol "SML". Additional information about Southstone is available at www.southstoneminerals.com and under the Company's profile on SEDAR+ at www.sedarplus.ca. ON BEHALF OF THE SPECIAL COMMITTEE OF SOUTHSTONE MINERALS LIMITED Kevin Ma Chair, Special Committee For additional information, please contact Kevin Ma at [email protected] Neither 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. FORWARD-LOOKING STATEMENTS DISCLAIMER This news release contains "forward-looking statements" and "forward-looking information" within the meaning of applicable securities laws (collectively, "forward-looking statements"). Forward-looking statements include statements regarding the application for and receipt of the Final Order; receipt of final TSXV acceptance and other required approvals; the satisfaction or waiver of the remaining conditions to the Arrangement; the anticipated timing and completion of the Arrangement; the payment of consideration to Shareholders; the delisting of the Shares from the TSXV; and the Company's anticipated application to cease to be a reporting issuer. These statements are based on assumptions that the remaining conditions to the Arrangement will be satisfied or waived, where permitted, in a timely manner; that required Court, regulatory, TSXV and third-party approvals will be obtained on satisfactory terms and in a timely manner; that the Purchaser will have sufficient funds to pay the consideration and satisfy his other obligations under the Arrangement Agreement; and that no material adverse change will occur in respect of the Company or its subsidiaries before completion of the Arrangement. Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those expressed or implied, including failure to obtain the Final Order or final TSXV acceptance; failure to satisfy or waive the remaining conditions to the Arrangement; failure of the Purchaser to fund the consideration or satisfy his other obligations; delay or failure to complete the Arrangement on the contemplated terms or at all; changes in general economic, market or business conditions; changes in laws, regulations or governmental policy; and the risk factors described in the Company's filings available on SEDAR+ at www.sedarplus.ca. This list is not exhaustive. There can be no assurance that the Arrangement will be completed or that forward-looking statements will prove accurate. Readers are cautioned not to place undue reliance on these statements. Forward-looking statements are made as of the date of this release, and the Company undertakes no obligation to update or revise them except as required by applicable securities laws. To view the source version of this press release, please visit https://www.newsfilecorp.com/release/323847