VANCOUVER, BC, Jan. 13, 2025 /CNW/ - Bluestone Resources Inc. ("Bluestone") (TSXV: BSR) (OTCQB: BBSRF) announced today that Aura Minerals Inc. ("Aura") (TSX: ORA) (B3: AURA33) (OTCQX: ORAAF) has completed the previously announced acquisition of Bluestone by way of a plan of arrangement under Division 5 of Part 9 the Business Corporations Act (British Columbia) (the "Arrangement" or the "Transaction").
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Under the terms of the Transaction, Bluestone shareholders were able to elect, prior to 4:30 p.m. (Toronto time) on December 16, 2024, to receive (i) C$0.287 in cash for each common share of Bluestone (each, a "Bluestone Share") held, or (ii) 0.0183 common shares of Aura ("Aura Shares") for each Bluestone Share held, subject to proration, or a combination of both (the "Initial Consideration"). The Initial Consideration was subject to maximum aggregate Aura Shares issuable of 1,393,736 (representing 50% of the upfront consideration). Bluestone shareholders also received contingent consideration in the form of contingent value rights ("CVRs") providing the holder thereof with the potential to receive a cash payment of up to an aggregate amount of C$0.2120 for each Bluestone Share held, payable in three equal annual instalments, contingent upon the Cerro Blanco gold project achieving commercial production (the "Contingent Consideration", and together with the Initial Consideration, the "Consideration").
In aggregate, Aura paid approximately C$26,255,313 in cash and issued 1,007,186 Aura Shares and 146,519,452 CVRs to Bluestone shareholders under the Arrangement. The listing of the issued Aura Shares remains subject to the final approval of the Toronto Stock Exchange.
The Bluestone Shares are expected to be delisted from the TSX Venture Exchange (the "TSXV") as of the close of trading on or around January 14, 2025. Aura will now apply for Bluestone to cease to be a reporting issuer under applicable Canadian securities laws.
Information regarding the procedure for exchange of Bluestone Shares for Consideration is provided in Bluestone's management information circular dated November 12, 2024, related to the Bluestone special meeting (the "Circular"). The Circular and accompanying letter of transmittal are available under Bluestone's profile at www.sedarplus.ca and on Bluestone's website at www.bluestoneresources.ca/investors/special-meeting.
About Bluestone
Bluestone Resources is a precious metals exploration and development company focused on opportunities in Guatemala. Bluestone's flagship asset is the Cerro Blanco gold project, a near surface mine development project located in Southern Guatemala in the department of Jutiapa.
This news release contains certain "forward-looking information" and "forward-looking statements", as such terms are defined under applicable securities laws (collectively, "forward-looking statements"). Forward-looking statements can be identified by the use of words and phrases such as "plans", "expects", "is expected", "budget", "scheduled," "estimates", "forecasts", "intends", "anticipates" or "believes" or variations (including negative variations) of such words and phrases, or state that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Forward-looking statements herein include, but are not limited to, the payment of the Contingent Consideration; the delisting of the Bluestone Shares from the TSXV; and the application for Bluestone to cease to be a reporting issuer in relevant jurisdictions.
Forward-looking statements are subject to a number of risks and uncertainties that may cause the actual results of Bluestone to differ materially from those discussed in the forward-looking statements and, even if such actual results are realized or substantially realized, there can be no assurance that they will have the expected consequences to, or effects on, Bluestone. Factors that could cause actual results or events to differ materially from current expectations include, among other things: potential changes to the mining method and the current development strategy; risks and uncertainties related to expected production rates; timing and amount of production and total costs of production; risks and uncertainties related to the ability to obtain, amend, or maintain necessary licenses, permits, permit amendments, or surface rights; environmental license or permit revocation; compliance with government regulations; risks associated with technical difficulties in connection with mining development activities; risks and uncertainties related to the accuracy of mineral resource estimates and estimates of future production, future cash flow, total costs of production, and diminishing quantities or grades of mineral resources; title matters; risks associated with geopolitical uncertainty and political and economic instability in Guatemala; risks related to global epidemics or pandemics and other health crises; risks and uncertainties related to interruptions in production; risks related to Cerro Blanco gold project working conditions, accidents or labour disputes; the possibility that future exploration, development, or mining results will not be consistent with Bluestone's expectations; uncertain political and economic environments and relationships with local communities and governmental authorities; risks relating to variations in the mineral content and grade within the mineral identified as mineral resources from that predicted; variations in rates of recovery and extraction; developments in world metals markets; risks related to fluctuations in commodity prices and currency exchange rates; environmental hazards and infrastructure; compliance with government laws and regulations, including anti-corruption laws, and associated costs of compliance; tax risks; reliance on third parties and risks associated with having foreign subsidiaries; risks associated with having a limited operational history; risks related to substantial capital requirements; acquisition risk; future sales or issuances of common shares; risks related to competition and dependence on key personnel; risks related to conflicts of interest; uninsurable risks; risks related to changes in climate conditions; risks related to control persons; information technology security risks; litigation risk; geopolitical risks and conflict; risks related to customary restrictive covenants on the Company's outstanding loan; and inflation. For a further discussion of risks relevant to Bluestone, see "Risk Factors" in the Company's annual management's discussion and analysis for the year ended December 31, 2023, available on the Company's SEDAR+ profile at www.sedarplus.ca.
All forward-looking statements herein are qualified by this cautionary statement. Accordingly, readers should not place undue reliance on forward-looking statements. Bluestone undertakes no obligation to update publicly or otherwise revise any forward-looking statements whether as a result of new information or future events or otherwise, except as may be required by law. If Bluestone does update one or more forward–looking statements, no inference should be drawn that it will make additional updates with respect to those or other forward–looking statements.
