Southstone's executive chairman is buying out shareholders at 3.75 cents, with no formal valuation required
Terry L. Tucker, who owns 14.3%, will pay about $1.07 million for the rest. The company is relying on an exemption available because it trades only on the TSX Venture.
September 24, 2026 at 12:00 p.m. EDT · 2 min read
Southstone Minerals (TSXV: SML) has agreed to be taken private by its own executive chairman and interim CEO, Terry L. Tucker. The arrangement agreement is dated September 21 and was announced on September 23.
The offer
Shareholders other than Tucker will receive $0.0375 per share in cash, about $1,073,508 in total for 28,626,888 shares. Tucker already owns 4,775,000 shares, or about 14.30%. After closing, Southstone will be delisted and will stop being a reporting issuer.
How it was checked
Because the buyer is an officer and a significant holder, the deal is a related party transaction and a business combination under MI 61-101. The board formed a special committee of two independent directors, Kevin Ma and Neil Budd. The committee hired Evans & Evans, which gave a verbal fairness opinion and placed the shares in a value range of $0.024 to $0.034. The offer is 11.6% to 54.6% above that range.
What was not done
Southstone will not obtain a formal valuation. The company says that because its shares trade only on the TSX Venture, it can rely on the "specified market" exemption from the formal valuation requirement.
A fairness opinion tells shareholders a price is fair from a financial point of view. A formal valuation is a more detailed independent estimate of what the company is worth. In an insider buyout, minority holders get only the first here.
The bigger number
The release puts total consideration and obligations at about $4.943 million, including parent-level debt, deal costs and obligations of subsidiaries. The cash going to public shareholders is roughly a fifth of that. No creditor is being asked to accept less than it is owed.
What to watch
The shareholder meeting. The arrangement needs two thirds of votes cast, and a simple majority of votes cast excluding Tucker and any other holders MI 61-101 requires to be excluded.
Source: Southstone Minerals news release, September 23, 2026.