Southstone Minerals Limited (TSXV: SML) announced on November 12, 2026 that shareholders voted in favour of a plan of arrangement under which Executive Chairman and Interim CEO Terry L. Tucker will acquire all issued and outstanding shares he does not already own for $0.0375 per share in cash. Disinterested shareholders also approved the delisting of SML shares from the TSX Venture Exchange. The company now awaits a final court order and TSXV acceptance before completing the transaction, which is expected on or about November 19, 2026. Investors holding registered shares should submit their Letter of Transmittal to receive their cash consideration.

Key Points

  • Southstone Minerals Limited (TSXV: SML) is a Victoria, British Columbia-based mineral exploration company with diamond mining operations in South Africa.
  • Shareholders approved a plan of arrangement for Executive Chairman Terry L. Tucker to acquire all shares he does not already own at $0.0375 per share in cash.
  • 84.41% of votes cast on the Arrangement Resolution were in favour; 78.69% of disinterested shareholders approved the TSXV delisting resolution.
  • Investors should watch for the Supreme Court of British Columbia hearing scheduled for November 17, 2026 and expected closing on or about November 19, 2026.

Shareholder Vote Results and Approval Thresholds Met

At the special meeting held November 12, 2026, shareholders representing 53.24% of the 33,401,888 eligible shares were present in person or by proxy. Of votes cast on the Arrangement Resolution, 15,011,747 shares (84.41%) were in favour and 2,772,469 shares (15.59%) were against, satisfying the required two-thirds threshold. After applying minority approval exclusions under Multilateral Instrument 61-101, 10,236,747 shares (78.69%) of disinterested shareholders voted in favour, clearing the simple majority requirement. The delisting resolution also passed, with 10,236,847 disinterested shares (78.69%) voting in favour.

Arrangement Terms and Purchaser's Acquisition of SML Shares

The arrangement was entered into pursuant to an agreement dated September 21, 2026 between Southstone and Terry L. Tucker, the company's Executive Chairman and Interim CEO. Under its terms, Tucker will acquire all issued and outstanding shares not already held by him for cash consideration of $0.0375 per share, carried out under the Business Corporations Act (British Columbia). Registered shareholders who have not yet submitted their Letter of Transmittal to TSX Trust Company, acting as depositary, should do so to receive their cash payment. Shareholders holding shares through a broker or intermediary should contact that intermediary directly.

Remaining Conditions and Expected Closing of the Transaction

Completion of the arrangement remains subject to customary closing conditions, including receipt of a final order from the Supreme Court of British Columbia, with a hearing scheduled for November 17, 2026 at 10:00 a.m. Vancouver time, and final acceptance from the TSXV. Subject to those conditions being satisfied or waived, the arrangement is expected to close on or about November 19, 2026. Following completion, Southstone's shares are expected to be delisted from the TSXV, and the company intends to apply to cease to be a reporting issuer in applicable jurisdictions.