VANCOUVER, BC, Jan. 6, 2025 /CNW/ - Bluestone Resources Inc. (the "Company" or "Bluestone") (TSXV: BSR) (OTCQB: BBSRF) announced today that the Company has obtained a final order from the Supreme Court of British Columbia approving the previously announced acquisition of Bluestone by Aura Minerals Inc. ("Aura") (TSX: ORA) | (B3: AURA33) | (OTCQX: ORAAF) by way of a plan of arrangement (the "Transaction").
Bluestone Resources Inc. Logo (CNW Group/Bluestone Resources Inc.)
Under the terms of the Transaction, Bluestone shareholders were able to elect, prior to 4:30 p.m. (Toronto time) on December 16, 2024 (the "Election Deadline"), to receive (i) C$0.287 in cash for each 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 will also receive contingent consideration in the form of contingent value rights 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, payable in three equal annual instalments, contingent upon the Cerro Blanco Project achieving commercial production (the "Contingent Consideration", and together with the Initial Consideration, the "Consideration").
The Transaction remains subject to the satisfaction of customary closing conditions and is expected to close on or about January 13, 2025. Following completion of the Transaction, the Bluestone shares are expected to be delisted from the TSX Venture Exchange and the OTCQB. An application is also expected to be made for the Company to cease to be a reporting issuer in the applicable jurisdictions upon closing of the Transaction.
Information regarding the procedure for exchange of shares for Consideration is provided in the Company's management information circular dated November 12, 2024, related to the Meeting (the "Circular"). The Circular and accompanying letter of transmittal are available under the Company's profile at www.sedarplus.com and on the Company's website at www.bluestoneresources.ca/investors/special-meeting.
About Bluestone
Bluestone Resources is a Canadian-based precious metals exploration and development company focused on opportunities in Guatemala. The Company's flagship asset is the Cerro Blanco gold project, a near surface mine development project located in Southern Guatemala in the department of Jutiapa. The Company trades under the symbol "BSR" on the TSX Venture Exchange and "BBSRF" on the OTCQB.
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 expected benefits of the Arrangement, statements with respect to the consummation and timing of the Transaction; the satisfaction of the conditions precedent of the
Transaction and the strengths, characteristics and potential of the Transaction. These forward-looking statements are based on current expectations and are subject to known and unknown risks, uncertainties and other factors, many of which are beyond Bluestone's ability to predict or control and could cause actual results to differ materially from those contained in the forward-looking statements. Specific reference is made to Bluestone's most recent Annual Information Form on file with certain Canadian provincial securities regulatory authorities for a discussion of some of the factors underlying forward-looking statements, which include, without limitation, volatility in the prices of gold, copper and certain other commodities, changes in debt and equity markets, the uncertainties involved in interpreting geological data, increases in costs, environmental compliance and changes in environmental legislation and regulation, interest rate and exchange rate fluctuations, general economic conditions and other risks involved in the mineral exploration and development industry. Readers are cautioned that the foregoing list of exhaustive of the factors that may affect the forward-looking statements.
All forward-looking statements herein are qualified by this cautionary statement. Accordingly, readers should not place undue reliance on forward-looking statements. The Company 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 the Company 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.
