Bluestone Resources Inc. Schedules Special Meeting for Aura Minerals Acquisition

VANCOUVER, BC, Nov. 22, 2024 /CNW/ – Bluestone Resources Inc. (“Bluestone” or the “Company”) BSR BBSRF has announced the mailing and filing of a management information circular and related materials (the “Meeting Materials“) for a special meeting (“Meeting“) of shareholders (the “Bluestone Shareholders“) and optionholders (together, the “Bluestone Securityholders“). This meeting is set for December 19, 2024, in relation to Aura Minerals Inc.’s (“Aura“) ORA (B3: AURA33) ORAAF proposed acquisition announced on October 28, 2024.

The Meeting will take place at 10:00 a.m. (Vancouver time) on December 19, 2024, located at Suite 3500 – 1133 Melville Street, Vancouver, British Columbia V6E 4E5. Registered Bluestone Securityholders and duly appointed proxyholders can vote and ask questions during this Meeting. However, beneficial Bluestone Shareholders who have not appointed themselves as proxyholders may only attend as guests and cannot vote or ask questions. All Bluestone Securityholders are encouraged to review the Meeting Materials carefully to ensure participation in the vote.

On November 18, 2024, Bluestone received an interim order (the “Interim Order“) from the Supreme Court of British Columbia permitting the Meeting to proceed. At this Meeting, Bluestone Securityholders will vote on a special resolution (the “Arrangement Resolution“) to approve the Arrangement detailed in an agreement (the “Arrangement Agreement“) between Bluestone and Aura, finalized on October 25, 2024, to approve Aura’s acquisition of all issued and outstanding common Bluestone shares (the “Bluestone Shares“). This acquisition will follow a statutory plan of arrangement under Division 5 of Part 9 of the Business Corporations Act of British Columbia.

Bluestone Securityholders can access the Meeting Materials through Bluestone’s profile at www.sedarplus.com or directly on Bluestone’s website at https://www.bluestoneresources.ca/investors/special-meeting/.

The Meeting Materials include critical information about the Transaction, participation procedures for Bluestone Securityholders, and insights into the decisions made by the special committee and the board of directors. These documents explain why the Transaction is viewed as beneficial and fair for Bluestone Shareholders. Securityholders are urged to thoroughly review these materials as they outline significant details regarding the rights and options available under the Transaction.

The Board highly recommends that Bluestone Securityholders vote FOR the Arrangement Resolution.

Under the Interim Order, the record date to determine Bluestone Securityholders entitled to notice of, and to vote at, the Meeting is November 12, 2024. Only registered Bluestone Securityholders as of this date will receive notice of the Meeting and be eligible to attend and vote.

Transaction Details

As part of the Transaction, for each Bluestone Share, Bluestone Shareholders can choose to receive upfront compensation on closing comprising either (i) a cash payment of C$0.287 (the “Cash Consideration“) or (ii) 0.0183 shares of Aura common stock (the “Share Consideration“), subject to certain limits; or a mix of both forms (the “Initial Consideration“). The total of Aura shares issued will be capped at 1,393,736 (representing 50% of the upfront consideration). Furthermore, Bluestone Shareholders will also be granted a contingent value right which may allow for an additional cash payment up to C$0.2120 for each Bluestone Share. This payment will occur in three equal installments after commercial production begins at Cerro Blanco (the “Contingent Consideration“). Together, the Initial Consideration and Contingent Consideration form the total “Consideration“).

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Bluestone Shareholders Urged to Participate in Upcoming Transaction

To ensure a valid election, registered Bluestone Shareholders must complete, sign, and return the letter of transmittal and election form included with the Meeting Materials. This must be done by 4:30 p.m. (Toronto time) on December 16, 2024. If the Meeting is postponed, submissions are due no later than 72 hours prior to the reconvened Meeting (excluding Saturdays, Sundays, and public holidays in British Columbia). Those registered with shares in the direct registration system can email their forms to onlinedeposits@computershare.com. Shareholders holding share certificates or other documents must deliver their completed forms via registered mail, traditional mail, or courier. Beneficial Bluestone Shareholders should follow their intermediary’s instructions for making elections.

The Transaction needs approval from: (i) at least 66⅔% of votes from Bluestone Shareholders; (ii) 66⅔% of votes from combined holders of Bluestone Shares and options; and (iii) “minority approval” as per Multilateral Instrument 61–101 during the Special Meeting. Alongside Bluestone Securityholder approval, the Transaction is also contingent upon obtaining various regulatory, court, TSXV, and TSX approvals, along with other customary closing conditions.

The Arrangement Agreement comes with standard deal protections. This includes a non-solicitation clause from Bluestone (with customary fiduciary out provisions) and a right for Aura to match any competing offers deemed superior. Furthermore, there is a termination fee of US$2 million payable by Bluestone in certain situations.

All Bluestone officers and directors, along with Nemesia S.à.r.l. and CD Capital Natural Resources Fund III LLP, which together hold about 40% of outstanding Bluestone voting securities, have signed voting support agreements. They have pledged to vote in favor of the Transaction.

Comprehensive details about the Transaction can be found in the Meeting Materials. The expected closing period is in January 2025, pending the fulfillment of closing conditions.

Reasons for the Arrangement

The Special Committee and the Board carefully reviewed the company’s current and future prospects before unanimously approving the Arrangement. They considered various factors, which include:

• Compelling Value – The total value of the Consideration for Bluestone Shareholders represents a 51% premium to the Company’s spot share price and a 40% premium to the 25-day VWAP of Bluestone Shares as of October 24, 2024.
• Cash Consideration – The Cash Consideration offers shareholders certainty of value and immediate liquidity while alleviating risks related to the company’s independent public entity status, particularly concerning the Cerro Blanco project in Guatemala.
• Ownership in a Major Gold and Copper Producer – Through the Share Consideration, Bluestone Shareholders will gain from the future growth of Aura, which operates numerous gold and copper projects across the Americas, including Brazil, Mexico, and Honduras.
• Potential Additional Consideration – A Contingent Consideration presents shareholders an opportunity to earn an extra $0.2120 per Bluestone Share if commercial production begins at the Cerro Blanco site, adhering to the terms noted in the rights indenture.
• Bluestone Fairness Opinion – On October 25, 2024, GenCap Mining Advisory Ltd. provided the Board and Special Committee with an opinion confirming that the Consideration for Bluestone Shareholders was justifiable, given the underlying assumptions and limitations at the time.

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Bluestone Resources Moves Forward with Strategic Arrangement

Financial Advisors Back Minimum Standards for Shareholders

• According to the Arrangement, the deal is deemed fair for Bluestone Shareholders.

Advisors and Legal Counsel Involved

GenCap Mining Advisory Ltd. serves as the financial advisor for the Special Committee. Blake, Cassels & Graydon LLP provides Canadian legal guidance to Bluestone, while Paul, Weiss, Rifkind, Wharton & Garrison LLP assists as U.S. legal counsel. Additionally, Stikeman Elliott LLP acts as legal advisor to the Special Committee.

On the other side, Gowling WLG (Canada) LLP represents Aura in Canada, and Dorsey & Whitney LLP provides U.S. legal services for Aura.

About Bluestone Resources

Bluestone Resources is a Canadian precious metals exploration and development firm. The company primarily focuses on projects in Guatemala. Its key asset, the Cerro Blanco gold project, is an emerging near-surface mining development located in Southern Guatemala, specifically in the Jutiapa department. Bluestone is listed on the TSX Venture Exchange under the symbol “BSR” and trades as “BBSRF” on the OTCQB.

More information is available at www.bluestoneresources.ca

Important Note About Forward-Looking Statements

This news release includes “forward-looking information” and “forward-looking statements” based on Canadian securities laws. These statements can be identified by keywords like “plans,” “expects,” and “estimates.” They reflect the company’s current expectations but are subject to risks and uncertainties. Key risks that might influence actual results include fluctuations in commodities prices, changes in financial markets, and environmental regulations, among others.

Readers should recognize the limitations of these forward-looking statements and should not rely too heavily on them. The Company does not commit to updating these statements unless legally required. Should any future updates occur, it will not imply a change in the original factors discussed.

SOURCE Bluestone Resources Inc.

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