Southstone Minerals Limited (TSXV: SML) announced on October 28, 2026, that Institutional Shareholder Services Inc. (ISS), an independent proxy advisory firm, has recommended shareholders vote "FOR" the company's previously announced plan of arrangement. Under the Arrangement, shareholders would receive cash consideration of C$0.0375 per share. The special meeting to approve the Arrangement is scheduled for 10:00 a.m. Vancouver time on November 12, 2026, with a proxy voting deadline of November 10, 2026.

Key Points

  • Southstone Minerals Limited (TSXV: SML) is pursuing a going-private arrangement transaction
  • ISS, in a report dated October 22, 2026, recommended shareholders vote "FOR" the Arrangement and the related delisting resolution
  • Cash consideration is C$0.0375 per share; special meeting is set for November 12, 2026
  • Investors should submit their votes ahead of the November 10, 2026 proxy voting deadline

ISS Endorsement Highlights Certainty of Value for SML Shareholders

ISS, a proxy advisory firm within the Deutsche Börse Group that in 2025 covered approximately 52,000 shareholder meetings across approximately 100 markets for approximately 1,400 institutional clients, issued its recommendation in a report dated October 22, 2026. ISS stated: "The transaction makes strategic sense due to the certainty of value and immediate liquidity offered by the cash consideration." The endorsement from an independent, globally recognised proxy advisory firm may carry weight with institutional shareholders as they evaluate how to vote ahead of the November 12, 2026 special meeting.

Board Cites Low Trading Volumes and Fairness Opinion in Supporting the Deal

Southstone's board of directors unanimously approved the Arrangement, with the Purchaser abstaining. In supporting its recommendation, the board noted that trading in SML shares has been subject to low volumes and infrequent trades — both prior to a halt that began January 10, 2024, and after reinstatement on July 27, 2026 — making it unlikely that many shareholders could realise the current trading price. Additionally, Evans & Evans, Inc., financial advisor to the Special Committee, provided a fairness opinion dated September 21, 2026, concluding that the C$0.0375 consideration is fair, from a financial point of view, to shareholders other than the Purchaser.

Delisting Resolution Accompanies the Going-Private Arrangement

Alongside the Arrangement vote, disinterested shareholders are being asked to approve a resolution to delist Southstone's common shares from the TSX Venture Exchange. The board has recommended that disinterested shareholders vote "FOR" this Delisting Resolution. Shareholders of record as of the close of business on October 2, 2026, are eligible to vote at the meeting. Voting can be completed online, by telephone, or by any other method outlined in the proxy or voting instruction form distributed to shareholders.

Proxy Deadline and Voting Instructions for Registered and Beneficial Holders

Registered shareholders must submit proxies by 10:00 a.m. Vancouver time on November 10, 2026. Non-registered, or beneficial, shareholders holding shares through a broker, bank, or other intermediary must return their voting instruction forms well in advance of the deadline, following the instructions provided by their intermediary, to ensure their votes are counted. The board encouraged all shareholders to vote as early as possible to avoid any delays in submission.