VANCOUVER, BC, Dec. 4, 2024
/CNW/ - Bluestone Resources Inc. ("Bluestone" or the
"Company") (TSXV: BSR) (OTCQB: BBSRF), announced today that it
has sent (via courier or electronically), to all registered
shareholders (the "Bluestone Shareholders") and
optionholders (the "Bluestone Optionholders", and together
with the Bluestone Shareholders, "Bluestone
Securityholders") its management information circular and
related materials (the "Meeting Materials") for its special
meeting (the "Meeting") of 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. 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 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).
The Board unanimously recommends that the Bluestone
Securityholders vote FOR the Arrangement Resolution.
Access to Meeting Materials
Bluestone Securityholders should closely review the Meeting
Materials to ensure that they are able to cast their vote at and
participate in the Meeting. Bluestone Securityholders can access
the Meeting Materials under Bluestone's profile at www.sedarplus.ca
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 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.
In addition to accessing the Meeting Materials online, any
beneficial Bluestone Shareholders who have not received the Meeting
Materials are also encouraged to contact the proxy department at
their broker or other intermediary (where their shares are held)
who can assist them with the voting process, information about
attending the Meeting, and making an election for the consideration
to be received. Bluestone will also courier a copy of the
management information circular to each beneficial Bluestone
Shareholder who requests one (please direct any requests for copies
of the management information circular to
info@bluestoneresources.ca).
To vote, beneficial Bluestone Shareholders must follow the
voting instructions provided by the broker or other
intermediary to which their Bluestone shares are registered
and will need their specific 16-digit
control number to vote via www.proxyvote.com.
Note that you must vote your common
shares by proxy no later than Tuesday, December 17, 2024, at 10:00 a.m. (Vancouver time). 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. Further information about the consideration to
be received and how beneficial Bluestone Shareholders can make
their election is set out below under the heading "Transaction
Details".
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
Supreme Court of British Columbia
(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, following the approval of the Arrangement Resolution
by Bluestone Securityholders, 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, to be represented, and to 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/.
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.
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. 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 are encouraged to contact
their intermediaries and follow the instructions provided by your
intermediary to make your election.
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.
www.bluestoneresources.ca
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.