Bluestone Announces the Filing of its Management Information Circular in Connection with its Special Meeting to Approve Acquisition by Aura

Canada NewsWire

VANCOUVER, BC, Nov. 22, 2024

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 662/3% of the votes cast by holders of Bluestone Shares; (ii) 662/3% 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 

(MORE TO FOLLOW) Dow Jones Newswires

November 22, 2024 21:54 ET (02:54 GMT)