Mr. Kevin Ma reports
SOUTHSTONE MINERALS ANNOUNCES INDEPENDENT PROXY ADVISORY FIRM RECOMMENDS SHAREHOLDERS VOTE "FOR" THE PROPOSED ARRANGEMENT
An independent proxy advisory firm, Institutional Shareholder Services Inc., has, in its report dated Oct. 22, 2026, recommended that shareholders vote for the previously announced plan of arrangement and the related resolution to delist the common shares of Southstone Minerals Ltd. from the TSX Venture Exchange. ISS is a proxy advisory firm, part of the Deutsche Borse Group, which in 2025 provided proxy voting research and recommendations covering approximately 52,000 shareholder meetings in approximately 100 markets worldwide to approximately 1,400 clients, substantially all of them institutional investors who rely on ISS's objective and impartial analysis to make important voting decisions.
The special meeting of the holders of shares to approve the arrangement is scheduled for 10 a.m. Vancouver time on Nov. 12, 2026. Under the arrangement, shareholders will receive cash consideration of 3.75 cents per share.
Independent proxy advisory firm recommendation
ISS stated, "The transaction makes strategic sense due to the certainty of value and immediate liquidity offered by the cash consideration."
Reasons for the board's recommendation
Separately from the ISS recommendation, in reaching its own conclusion to recommend that shareholders vote for the arrangement, the board of directors of Southstone carefully considered several factors, including, among others, the following:
- Cash consideration: The consideration to be paid to shareholders will be composed entirely of cash, thereby providing shareholders with immediate liquidity and certainty of value.
- Low volume: Trading in the shares has been subject to low volumes and infrequency of trades both prior to the halt in trading on Jan. 10, 2024, and subsequent to reinstatement for trading on July 27, 2026, indicating that the ability of a large number of shareholders to realize the current trading price for their shares is highly unlikely.
- Fairness opinion: Evans & Evans Inc., the financial adviser to the special committee of the board, provided its opinion to the special committee to the effect that, as of Sept. 21, 2026, and subject to the assumptions, limitations and qualifications set out in the fairness opinion, the consideration is fair, from a financial point of view, to the shareholders, other than the purchaser under the arrangement.
A full description of the factors considered by the special committee and the board is included in the company's management information circular dated Oct. 9, 2026, under the heading reasons for the arrangement.
Shareholders encouraged to vote ahead of the proxy deadline
The board has unanimously (with the purchaser abstaining) approved the arrangement and recommends that shareholders vote for the arrangement and that disinterested shareholders vote for the delisting resolution.
The proxy voting deadline for registered shareholders is 10 a.m. Vancouver time on Nov. 10, 2026. Non-registered (beneficial) shareholders, being shareholders who hold shares through a broker, bank or other intermediary, must return their voting instruction form in accordance with the instructions on that form, well in advance of the proxy voting deadline, to ensure that their shares are voted. Shareholders are encouraged to vote well in advance of the proxy voting deadline to ensure their vote is submitted in a timely manner. Shareholders may vote on-line, by telephone or by any other method provided in the form of proxy or voting instruction form included as part of the mailing.
Shareholders of record as of the close of business on Oct. 2, 2026, are eligible to vote at the meeting.
Shareholder questions and voting assistance
Any shareholder who has questions about how to vote should contact the company's proxy solicitation agent, Laurel Hill Advisory Group.
Call or text toll-free (North America): 1-877-452-7184
Call or text outside of North America: 1-416-304-0211
E-mail: assistance@laurelhill.com
On behalf of the special committee of Southstone,
Kevin Ma,
Chair, special committee
We seek Safe Harbor.
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