Bluestone Resources Corporate Update
December 18 2013 - 5:00PM
Marketwired
Bluestone Resources Corporate Update
VANCOUVER, BRITISH COLUMBIA--(Marketwired - Dec 18, 2013) -
Bluestone Resources Inc. ("Bluestone", the "Company")
(TSX-VENTURE:BSR) today provided a corporate update with respect to
management changes and the receipt of a financing in the form of a
loan.
Management restructuring
The Company announces the resignation of Mr. David McAdam as
President, Chief Executive Officer and a director. The Company also
announces the appointment of John Robins as Interim President and
CEO until a suitable replacement is found.
Termination of Private Placement
Due to the ongoing uncertain market conditions, the Company has
announced that it has cancelled the previously announced private
placement (first announced on March 21, 2013 and re-priced on July
2, 2013).
Loan Agreement
The Company has arranged a $130,000 private placement of a
convertible note with John Robins, Chairman of the Company (the
"Lender"). The independent directors of the Company have reviewed
and accepted the terms of the proposed private placement, which is
subject to regulatory approval. The private placement will consist
of a convertible note, structured as a secured, interest-bearing
loan of $130,000. The term of the loan will be for four months from
the date of the advance of the funds. The Loan will be secured by
way of all the Company's right, title and interest in and to the
Richardson Property. The Lender may convert at any time all or a
portion of the principal amount outstanding under the loan into
units of the Company at a conversion price of $0.05 per unit. Each
unit will be comprised of one common share in the capital of
Bluestone and one transferable share purchase warrant, with each
warrant being exercisable into another common share of the Company
at a price of $0.05 for a period of two years. The Lender will also
have the right to convert all or any portion of the accrued
interest on the loan into units of the Company at the same terms at
the time of conversion. Bluestone may, at its option, repay all or
any part of the principal amount outstanding under the loan,
without bonus or penalty, subject to the requirement that Bluestone
gives notice to the Lender that the Lender may elect within 10 days
to convert all or any portion of the loan into common shares. The
loan agreement will contain provisions related to default by
Bluestone and remedies available to the Lender. The Company will
pay interest to the Lender at the rate of 12% per annum. The loan
will accrue interest to the date of repayment and will be
calculated monthly on the last day of the month.
As a result of the private placement, the Lender will become a
"Control Person" (as defined in the TSX Venture Exchange's
policies) of Bluestone. The Company has previously received
approval from the shareholders of Bluestone and the TSXV in July
2012 to Mr. Robins being a Control Person and no new approval is
required. Mr. Robins currently owns 2,610,655 common shares,
representing approximately 14.12% of Bluestone's issued and
outstanding common shares, and will be entitled to acquire a
further 2,600,000 common shares by converting the $130,000 loan
principal into common shares at a conversion price of $0.05 per
share. If Mr. Robins also exercises the share purchase warrants at
an exercise price of $0.05 issued to him under this loan, Mr.
Robins will acquire a further 2,600,000 common shares. If Mr.
Robins converts the entire principal amount of the loan and
exercises the share purchase warrants, Mr. Robins would control
approximately 24.7% and 33%, respectively, of the then issued
shares of Bluestone (assuming no other shares are issued by
Bluestone, except the common shares to Mr. Robins upon conversion
of the loan).
Proceeds from the loan were used to fund the Alaskan state fees
required by the Company.
"During these difficult market conditions, Bluestone is
endeavouring to start a restructuring of the Company and we
appreciate the work that David McAdam has done for Bluestone over
his time with us," quotes John Robins, Chair of Bluestone.
About Bluestone Resources Inc.
Bluestone Resources Inc. is a Canadian exploration company
focused on the discovery and development of economic mineral
deposits. Founded in 2004, the Company has assembled a team with
the business acumen and technical expertise to identify and advance
undervalued mineral exploration projects world-wide.
On behalf of the Board
Bluestone Resources Inc.
John Robins, Chair of the Board
Neither the TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
This press release includes "forward-looking information"
including statements regarding the use of the proceeds of the
private placement that are subject to a number of assumptions,
risks and uncertainties, many of which are beyond the control of
the Company. Investors are cautioned that any such statements are
not guarantees of future events and that actual events or
developments may differ materially from those projected in the
forward-looking information. Such forward-looking information
represents management's best judgment based on information
currently available. The Company does not assume the obligation to
update any forward-looking information, except as required by
applicable law.
Bluestone Resources Inc. is a member of the Aurora Mineral
Resource Group of companies. For more information please visit
www.auroraresource.com.
Bluestone Resources Inc.Investor RelationsToll Free:
1.888.331.2269 or
604.646.4527info@bluestoneresources.cawww.bluestoneresources.ca
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