VANCOUVER, BC, Dec. 19,
2024 /CNW/ - Bluestone Resources Inc. ("Bluestone"
or the "Company") (TSXV: BSR) (OTCQB: BBSRF) announced
today that Bluestone Securityholders (as defined below) approved
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" or the
"Arrangement") at a special meeting of Bluestone
Securityholders held earlier today (the "Meeting").
The special resolution approving the Transaction was approved by
(i) 99.48% of the votes cast by Bluestone's shareholders (the
"Bluestone Shareholders") present or represented by proxy at
the Meeting; (ii) 99.54% of the votes cast by Bluestone
Shareholders and optionholders (collectively, "Bluestone
Securityholders"), voting together as a single class, present
or represented by proxy at the Meeting; and (iii) 99.48% of the
votes cast by Bluestone Shareholders present or represented by
proxy at the Meeting, other than votes attached to the common
shares of Bluestone (the "Bluestone Shares") required to be
excluded pursuant to Multilateral Instrument 61-101 – Protection
of Minority Security Holders in Special Transactions.
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 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 is 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, upon Cerro Blanco
achieving commercial production (the "Contingent
Consideration", and together with the Initial Consideration,
the "Consideration").
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 and election form (the
"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.
Registered Bluestone Shareholders who have not already done so
must complete and sign the Letter of Transmittal and return it,
together with the certificate(s)/DRS advice(s) representing their
shares and any other required documents and instruments, in
accordance with the procedures set out in the Letter of
Transmittal. 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.
Final Order Hearing before the Supreme Court of British Columbia
The Arrangement requires the approval of the Supreme Court of
British Columbia (the
"Court").
On November 18, 2024, Bluestone
obtained an interim order (the "Interim Order") from the
Court authorizing the holding of the Meeting and matters relating
to the conduct of the Meeting.
Subject to the terms of the Arrangement Agreement and the
Interim Order, the Company intends to make an application to the
Court for the Final Order. The application for the Final Order is
expected to take place on January 6,
2025 at the courthouse at 800 Smithe Street, Vancouver, British Columbia at 9:45 a.m. (Vancouver time) or as soon thereafter as
counsel for the Company may be heard, or at any other date and time
and by any other method as the Court may direct.
Any Bluestone Securityholder or other interested party who
wishes to participate, appear, be represented, and/or present
evidence or arguments at the hearing for the Final Order must file
and serve a Response to Petition in the form prescribed by the
Supreme Court Civil Rules (British
Columbia) together with any evidence or materials that
such party intends to present to the Court, on or before
4:00 p.m. (Vancouver time) on January 2, 2025. Please note that Bluestone's
Management Information Circular incorrectly stated that such
deadline was on or before 4:00 p.m.
(Vancouver time) on January 6, 2025.
Service of such notice on or before January 2, 2025 at 4:00
p.m. (Vancouver time) shall
be effected by service upon the solicitors of the Company: Blake,
Cassels & Graydon LLP, Suite 3500 – 1133 Melville Street,
Vancouver, British Columbia V6E
4E5, Attention: Alexandra Luchenko.
Further information about the Court hearing can be found in the
Meeting Materials. Bluestone has also posted specific information
about the Court hearing process, including the Notice of Hearing of
Petition, under Bluestone's profile at www.sedarplus.ca as well as
on Bluestone's website at
https://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.
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.