VANCOUVER, BC
and ROAD TOWN, British Virgin
Islands, Nov. 5, 2024 /CNW/ - Bluestone
Resources Inc. ("Bluestone") (TSXV:BSR | OTCQB:BBSRF) and
Aura Minerals Inc. ("Aura") (TSX:ORA | B3:AURA33
|OTCQX:ORAAF), are pleased to announce that they have entered
into an amending agreement (the "Amending Agreement") to the
previously announced arrangement agreement dated October 25, 2024 (the "Arrangement
Agreement") pursuant to which Aura will acquire all of the
issued and outstanding common shares of Bluestone (the
"Bluestone Shares") by way of a plan of arrangement under
the Business Corporations Act (British
Columbia) (the "Arrangement" or
"Transaction").
Under the terms of the Amending Agreement, the
upfront share consideration available to Bluestone shareholders has
been increased from 0.0179 to 0.0183 of an Aura common share for
each Bluestone Share held, subject to proration. As a result of the
Amending Agreement, Bluestone shareholders will have the option to
receive either (i) a cash payment of C$0.287 for each Bluestone Share held; or (ii)
0.0183 of an Aura common share for each Bluestone Share held,
subject to pro-ration; or a combination of both. Other than the
foregoing, the terms of the Transaction remain unamended.
The Amending Agreement adjusting the upfront
share consideration was entered into as a result of Aura's
announcement on November 4, 2024 of a
dividend of $0.24 per Aura common
share.
Transaction Details:
The Transaction will be completed pursuant to a
court-approved plan of arrangement under the Business Corporations
Act (British Columbia). The
Transaction will be subject to the approval of: (i) at least 66-⅔%
of the votes cast by holders of Bluestone Shares; (ii) 66-⅔% 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 a special
meeting of Bluestone securityholders to be held to consider the
Transaction (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.
Full details of the Transaction will be included
in the management information circular of Bluestone, expected to be
mailed to shareholders and filed on www.sedaplus.com. Closing is
expected to occur in January 2025,
subject to satisfaction of the conditions to closing.
Board of Directors Recommendations
The Amending Agreement has been unanimously
approved by the Board of Directors of Bluestone, who continue to
recommend that the Bluestone securityholders vote in favour of the
Transaction.
About Aura Minerals Inc.
Aura is focused on mining in complete terms –
thinking holistically about how its business impacts and benefits
every one of our stakeholders: our company, our shareholders, our
employees, and the countries and communities we serve. We call this
360° Mining. Aura is a mid-tier gold and copper production company
focused on operating and developing gold and base metal projects in
the Americas. The Company has 4 operating mines including the
Aranzazu copper-gold-silver mine in Mexico, the Apoena (EPP) and Almas gold mines
in Brazil, and the Minosa
(San Andres) gold mine in
Honduras. The Company's
development projects include Borborema, currently in construction,
and Matupá both in Brazil. Aura
has unmatched exploration potential owning over 630,000 hectares of
mineral rights and is currently advancing multiple near-mine and
regional targets along with the Aura Carajas copper project in the
prolific Carajás region of Brazil.
About Bluestone Resources Inc.
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.
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,
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. 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 factors is not 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.
SOURCE Bluestone Resources Inc.
