VANCOUVER, BC, Nov. 22,
2024 /CNW/ - Bluestone Resources Inc. ("Bluestone"
or the "Company") (TSXV: BSR) (OTCQB: BBSRF), announced today
that it has mailed and filed a management information circular and
related materials (the "Meeting Materials") for its special
meeting (the "Meeting") of shareholders (the "Bluestone
Shareholders") and optionholders of Bluestone (together
with the Bluestone Shareholders, "Bluestone
Securityholders") to be held on December 19, 2024, in connection with the
proposed acquisition by Aura Minerals Inc. ("Aura") (TSX:
ORA) (B3: AURA33) (OTCQX: ORAAF) announced on October 28, 2024 (the "Transaction" or the
"Arrangement").
The Meeting will be held at 10:00
a.m. (Vancouver time) on
December 19, 2024 at Suite 3500 –
1133 Melville Street, Vancouver, British
Columbia V6E 4E5. Registered Bluestone Securityholders and
duly appointed proxyholders will be able to vote and ask questions
at the Meeting. Beneficial Bluestone Shareholders who have not duly
appointed themselves as proxyholders may attend the Meeting as
guests but shall not be able to vote or ask questions. Bluestone
Securityholders should closely review the Meeting Materials to
ensure that they are able to cast their vote at and participate in
the Meeting.
On November 18, 2024, Bluestone
obtained an interim order (the "Interim Order") from the
Supreme Court of British Columbia
authorizing the holding of the Meeting and matters relating to the
conduct of the Meeting. At the Meeting, Bluestone Securityholders
will be asked to consider and, if deemed advisable, pass, with or
without variation, a special resolution (the "Arrangement
Resolution") to approve the Arrangement, in accordance with the
terms of an arrangement agreement (the "Arrangement
Agreement") entered into by the Company and Aura on
October 25, 2024, as amended,
pursuant to which Aura agreed to acquire all of the issued and
outstanding common shares of Bluestone (the "Bluestone
Shares") by way of a statutory plan of arrangement under
Division 5 of Part 9 of the Business Corporations Act
(British Columbia).
Bluestone Securityholders will be able to access the Meeting
Materials under Bluestone's profile at www.sedarplus.com, as well
as on Bluestone's website at
https://www.bluestoneresources.ca/investors/special-meeting/.
The Meeting Materials contain important information regarding
the Transaction, how Bluestone Securityholders can participate and
vote at the Meeting, the background that led to the Transaction and
the reasons for the unanimous determinations of the special
committee of independent directors of the Company (the "Special
Committee") as well as the board of directors of the Company
(the "Board") that the Transaction is in the best interests
of the Company and is fair to Bluestone Shareholders. Bluestone
Securityholders should carefully review all of the Meeting
Materials as they contain important information concerning the
Transaction and the rights and entitlements of Bluestone
Securityholders thereunder.
The Board unanimously recommends that the Bluestone
Securityholders vote FOR the Arrangement Resolution.
Pursuant to the Interim Order, the record date is November 12, 2024, for determining Bluestone
Securityholders who are entitled to receive notice of and to vote
at the Meeting. Only registered Bluestone Securityholders as of
November 12, 2024, are entitled to
receive this notice of the Meeting and to attend and vote at the
Meeting.
Transaction Details
Pursuant to the Transaction, for each Bluestone Share held,
Bluestone Shareholders will be able to elect to receive upfront
consideration on closing consisting of either: (i) a cash payment
of C$0.287 (the "Cash
Consideration"); or (ii) 0.0183 of an Aura common share (the
"Share Consideration"), subject to proration; or a
combination of both (the "Initial Consideration"). The
Initial Consideration will be subject to maximum aggregate Aura
shares issuable of 1,393,736 (representing 50% of the upfront
consideration). Bluestone Shareholders will also receive a
contingent value right 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 upon Cerro Blanco achieving commercial production
(the "Contingent Consideration", and together with the
Initial Consideration, the "Consideration").
In order to make a valid election, registered
Bluestone Shareholders must duly complete, execute, and
return the letter of transmittal and election form enclosed with
the Meeting Materials in accordance with the instructions contained
therein by 4:30 p.m. (Toronto time) on December 16, 2024, or, if the Meeting is
adjourned or postponed, no later than 72 hours (excluding
Saturdays, Sundays, and statutory holidays in British Columbia) before the adjourned Meeting
is reconvened or the postponed Meeting is convened.
Registered Bluestone Shareholders with shares represented by
direct registration system advices may submit their letter of
transmittal and election form by email to
onlinedeposits@computershare.com. Registered Bluestone Shareholders
with shares represented by share certificates or who are required
to submit any other required documents in accordance with the
instructions contained in the letter of transmittal must complete
and deliver their letter of transmittal and election form by
registered mail, mail, or courier. Beneficial Bluestone
Shareholders should follow the instructions provided by your
intermediary to make your election.
The Transaction will be subject to the approval of: (i) at least
66⅔% of the votes cast by holders of Bluestone Shares; (ii) 66⅔% of
the votes cast by holders of Bluestone Shares and options, voting
together as a single class; and (iii) "minority approval" in
accordance with Multilateral Instrument 61–101, at the Special
Meeting. In addition to Bluestone Securityholder approval, the
Transaction is also subject to the receipt of certain regulatory,
court, TSXV, and TSX approvals, and other closing conditions
customary in transactions of this nature.
The Arrangement Agreement includes customary deal protections,
including a non–solicitation covenant on the part of Bluestone
(subject to customary fiduciary out provisions) and a right for
Aura to match any competing offer that constitutes a superior
proposal. The Arrangement Agreement includes a termination fee of
US$2 million, payable by Bluestone
under certain circumstances.
All officers and directors of Bluestone, along with Nemesia
S.à.r.l. and CD Capital Natural Resources Fund III LLP, owning in
aggregate approximately 40% of the outstanding Bluestone voting
securities, have entered into voting support agreements pursuant to
which they have agreed, among other things, to vote in favour of
the Transaction.
Full details of the Transaction are included in the Meeting
Materials. Closing is expected to occur in January 2025, subject to satisfaction of the
conditions to closing.
Reasons for the Arrangement
In evaluating and unanimously approving the Arrangement, the
Special Committee and the Board gave careful consideration to the
current position and condition and the expected and potential
future position and condition of the business of the Company, and
all terms of the Arrangement Agreement, including the conditions
precedent, representations and warranties and deal protection
provisions. The Special Committee and the Board considered a number
of factors including, among others, the following:
- Compelling Value – The total value of the Consideration
to be received by Bluestone Shareholders pursuant to the
Arrangement Agreement, assuming the Consideration is paid in full,
represents a premium to the trading value of the Bluestone Shares
of approximately 51% premium to the Company's spot share price and
approximately 40% premium to the 25-day VWAP of the Bluestone
Shares as at October 24, 2024.
- Cash Consideration – The Cash Consideration to be
received under the Arrangement Agreement provides Bluestone
Shareholders with certainty of value, immediate liquidity, and
removes the risks associated with the Company remaining an
independent public entity amidst an uncertain outlook for the
Company's Cerro Blanco project in
Guatemala.
- Ownership in a Leading Americas-Focused Gold and Copper
Producer – Pursuant to the Share Consideration, Bluestone
Shareholders will participate in any future increases in value in
the Aura shares that might result from future growth and the
potential achievement of Aura's long-term plans. Aura is a
high-growth, multi-jurisdiction, gold and copper producer focused
on the operation and development of gold and base metal projects in
the Americas, with gold and copper projects in Brazil, Mexico, and Honduras, and future projects that are at
different stages of development in Brazil and Colombia. The Aura shares comprising the Share
Consideration offer immediate liquidity, along with near- and
medium-term growth, complemented by Aura's technical, operational,
and financial capability.
- Potential Additional Consideration – The Contingent
Consideration provides the Bluestone Shareholders with an
opportunity to receive an additional $0.2120 per Bluestone Share if commercial
production at the Cerro Blanco
project commences, subject to the terms of the rights indenture to
be entered into between Aura, Computershare Trust Company of
Canada, and Computershare Trust
Company, N.A., and the Arrangement Agreement.
- Bluestone Fairness Opinion – The opinion of GenCap
Mining Advisory Ltd. received by the Board and the Special
Committee on October 25, 2024
provided that, as of the date thereof and subject to the
assumptions, limitations and qualifications contained therein, the
Consideration to be received by Bluestone Shareholders pursuant to
the Arrangement is fair from a financial point of view to Bluestone
Shareholders.
Advisors and Counsel
GenCap Mining Advisory Ltd. is acting as financial advisor to the
Special Committee. Blake, Cassels & Graydon LLP is acting as
Canadian legal advisor to Bluestone, and Paul, Weiss, Rifkind,
Wharton & Garrison LLP is acting as U.S. legal advisor to
Bluestone. Stikeman Elliott LLP is acting as legal advisor to the
Special Committee.
Gowling WLG (Canada) LLP is
acting as Canadian legal advisor to Aura and Dorsey & Whitney
LLP is acting as U.S. legal advisor to Aura.
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.
www.bluestoneresources.ca
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 expected benefits of the
Arrangement, statements with respect to the consummation and timing
of the Transaction; approval by Bluestone's shareholders; the
satisfaction of the conditions precedent of the Transaction;
timing, receipt and anticipated effects of court, regulatory and
other consents and approvals 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
Aura'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 Aura'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 factors is
not.
SOURCE Bluestone Resources Inc.