VANCOUVER, BC, March 14, 2022 /CNW/ - Bluestone Resources
Inc. (TSXV:BSR) (OTCQB:BBSRF) ("Bluestone" or the
"Company") is pleased to announce that it has established a
US$30,000,000 loan (the
"Loan") with Zebra Holdings and Investments S.à.r.l,
and Lorito Holdings S.à.r.l (the "Lender").
The Loan will provide for the drawdown of funds by the Company
in tranches of not less than $1,000,000. Proceeds will be primarily used for
general corporate purposes and to advance the Cerro Blanco gold
project through engineering and permit approval.
Peter Hemstead, CFO, commented,
"We are pleased to have the support from the Lundin Family as we
advance the Cerro Blanco Project through engineering and
design and invest in local project readiness initiatives. The Cerro
Blanco Project will generate significant benefits to Guatemala and our stakeholders over the life
of mine, and the Loan shows the commitment from the Lundin Group to
develop the Project in a socially and environmentally responsible
manner. The bridge loan will also provide us with the ability to
advance and optimize a comprehensive financing package for the
construction of the project."
In consideration for the Loan, the Company has issued 150,000
common shares of the Company (the "Initial Shares") and will
issue an additional 4,000 common shares per month (pro-rated for
partial months) for each $1,000,000
of the principal amount outstanding under the Loan from time to
time up to March 11, 2023 (the
"Maturity Date"), the number of such common shares to be
calculated as of the last day of each month up to the Maturity Date
(the "Additional Shares" and together with the Initial
Shares, the "Bonus Shares"). The issuance of the Bonus
Shares to the Lender is subject to the final approval of the TSX
Venture Exchange. All Bonus Shares issued to the Lender will be
subject to a four-month hold period under applicable securities
law.
As the Lender and its affiliates have beneficial ownership of,
or control or direction over, directly or indirectly, more than 10%
of the common shares of the Company, the issuance of the Bonus
Shares will be a "related party transaction" under Multilateral
Instrument 61-101 – Protection of Minority Securityholders in
Special Transactions ("MI 61-101"). The issuance of the
Bonus Shares will be exempt from the formal valuation requirements
of MI 61-101 pursuant to section 5.5(b), as the Company's shares
are not listed on a specified market, and from the minority
approval requirements of MI 61-101 pursuant to sections 5.7(1)(a),
as neither the fair market value of the Bonus Shares to be issued
nor the consideration to be received for those shares exceeds 25%
of the Company's market capitalization, and 5.7(1)(f) as the Loan
does not have an equity or voting component and is on reasonable
commercial terms that are not less advantageous to the Company than
if the Loan were obtained from an arm's length party.
About Bluestone Resources
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 released the results of a
Feasibility Study for the Project, outlining an asset capable of
producing over 300 koz/yr at head grades of +2.0 g/t gold. The
Project will produce 2.6 million ounces of gold over the life of
mine at an all-in sustaining cost of $629/oz (as defined per World Gold Council
guidelines, less corporate general and administration costs) over
an initial 14-year mine life. The Company trades under the symbol
"BSR" on the TSX Venture Exchange and "BBSRF" on the OTCQB.
On Behalf of Bluestone Resources Inc.
"Jack Lundin"
Jack Lundin | Chief Executive
Officer & Director
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.
Forward Looking Statements
This press release contains
"forward-looking information" within the meaning of Canadian
securities legislation and "forward-looking statements" within the
meaning of the United States Private Securities Litigation Reform
Act of 1995 (collectively, "forward-looking statements"). All
statements, other than statements of historical fact, that address
activities, events, or developments that Bluestone Resources Inc.
("Bluestone" or the "Company") believes, expects, or anticipates
will or may occur in the future including, without limitation: the
use of proceeds from the Loan; final approval of the TSX Venture
Exchange; the estimated gold production volume per year from the
Project; life of mine gold production amounts; average all-in
sustaining costs ("AISC"); and length of initial mine life.
All forward-looking statements are made based on Bluestone's
current beliefs as well as various assumptions made by Bluestone
and information currently available to Bluestone. Generally, these
assumptions include, among others: the presence of and continuity
of metals at the Cerro Blanco Project at estimated grades; the
availability of personnel, machinery, and equipment at estimated
prices and within estimated delivery times; currency exchange
rates; metals sales prices and exchange rates assumed; appropriate
discount rates applied to the cash flows in economic analyses; tax
rates and royalty rates applicable to the proposed mining
operations; the availability of acceptable financing; the impact of
the novel coronavirus (COVID-19); anticipated mining losses and
dilution; success in realizing proposed operations; and anticipated
timelines for community consultations and the impact of those
consultations on the regulatory approval process.
Forward-looking statements are subject to a number of risks and
uncertainties that may cause the actual results of Bluestone to
differ materially from those discussed in the forward-looking
statements and, even if such actual results are realized or
substantially realized, there can be no assurance that they will
have the expected consequences to, or effects on, Bluestone.
Factors that could cause actual results or events to differ
materially from current expectations include, among other things:
potential changes to the mining method and the current development
strategy; risks and uncertainties related to expected production
rates; timing and amount of production and total costs of
production; risks and uncertainties related to the ability to
obtain, amend, or maintain necessary licenses, permits, or surface
rights; risks associated with technical difficulties in connection
with mining development activities; risks and uncertainties related
to the accuracy of mineral resource estimates and estimates of
future production, future cash flow, total costs of production, and
diminishing quantities or grades of mineral resources; changes in
Project parameters as plans continue to be refined; title matters;
risks associated with geopolitical uncertainty and political and
economic instability in Guatemala;
risks related to global epidemics or pandemics and other health
crises, including the impact of the novel coronavirus (COVID-19);
risks and uncertainties related to interruptions in production;
risks related to Project working conditions, accidents or labour
disputes; the possibility that future exploration, development, or
mining results will not be consistent with Bluestone's
expectations; uncertain political and economic environments and
relationships with local communities and governmental authorities;
risks relating to variations in the mineral content and grade
within the mineral identified as mineral resources from that
predicted; variations in rates of recovery and extraction;
developments in world metals markets; and risks related to
fluctuations in commodity prices and currency exchange rates. For a
further discussion of risks relevant to Bluestone, see "Risk
Factors" in the Company's annual information form for the year
ended December 31, 2020, available on
the Company's SEDAR profile at www.sedar.com.
Any forward-looking statement speaks only as of the date on
which it was made, and except as may be required by applicable
securities laws, Bluestone disclaims any intent or obligation to
update any forward-looking statement, whether as a result of new
information, future events or results, or otherwise. Although
Bluestone believes that the assumptions inherent in the
forward-looking statements are reasonable, forward-looking
statements are not guarantees of future performance, and
accordingly, undue reliance should not be put on such statements
due to their inherent uncertainty. There can be no assurance that
forward-looking statements will prove to be accurate, and actual
results and future events could differ materially from those
anticipated in such statements.
Non-GAAP Financial Performance Measures
The Company
has included a non-Generally Accepted Accounting Principles
("GAAP") measure in this news release that is not defined under
International Financial Reporting Standards ("IFRS"), being AISC
per payable ounce of gold sold. Non-GAAP measures do not have any
standardized meaning prescribed under IFRS and, therefore, they may
not be comparable to similar measures employed by other companies.
The Company believes that these measures, in addition to measures
prepared in accordance with GAAP, provide investors an improved
ability to evaluate the underlying performance of the Company and
to compare it to information reported by other companies. The
non-GAAP measures are intended to provide additional information
and should not be considered in isolation or as a substitute for
measures of performance prepared in accordance with GAAP. These
measures do not have any standardized meaning prescribed under
GAAP, and therefore may not be comparable to similar measures
presented by other issuers.
All-in sustaining costs
The Company
believes that AISC more fully defines the total costs
associated with producing gold. The Company calculates AISC as
the sum of refining costs, third party royalties, site operating
costs, sustaining capital costs, and closure capital costs all
divided by the gold ounces sold to arrive at a per ounce amount.
Other companies may calculate this measure differently as a
result of differences in underlying principles and policies
applied. Differences may also arise due to a different definition
of sustaining versus non-sustaining capital.
AISC reconciliation
AISC and costs are calculated
based on the definitions published by the World Gold Council
("WGC") (a market development organization for the gold
industry comprised of and funded by 18 gold mining companies from
around the world). The WGC is not a regulatory
organization.
SOURCE Bluestone Resources Inc.