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").
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.
Investor Contact
Investor Relations
ri@auraminerals.com
www.auraminerals.com
Cautionary note regarding forward-looking statements
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.
SOURCE Bluestone Resources Inc.
