Bluestone Announces Securityholder Approval of the Plan of Arrangement at Special Meeting and Provides Transaction Update

VANCOUVER, BC, Dec. 19, 2024 /CNW/ - Bluestone Resources Inc. ("Bluestone" or the "Company") (TSXV: BSR) (OTCQB: BBSRF) announced today that Bluestone Securityholders (as defined below) approved the previously announced acquisition of Bluestone by Aura Minerals Inc. ("Aura", TSX:ORA | B3:AURA33 |OTCQX:ORAAF) by way of a plan of arrangement (the "Transaction" or the "Arrangement") at a special meeting of Bluestone Securityholders held earlier today (the "Meeting").

The special resolution approving the Transaction was approved by (i) 99.48% of the votes cast by Bluestone's shareholders (the "Bluestone Shareholders") present or represented by proxy at the Meeting; (ii) 99.54% of the votes cast by Bluestone Shareholders and optionholders (collectively, "Bluestone Securityholders"), voting together as a single class, present or represented by proxy at the Meeting; and (iii) 99.48% of the votes cast by Bluestone Shareholders present or represented by proxy at the Meeting, other than votes attached to the common shares of Bluestone (the "Bluestone Shares") required to be excluded pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions.

Under the terms of the Transaction, Bluestone Shareholders were able to elect, prior to 4:30 p.m. (Toronto time) on December 16, 2024, to receive (i) C$0.287 in cash for each Bluestone Share held, or (ii) 0.0183 common shares of Aura ("Aura Shares") for each Bluestone Share held, subject to proration, or a combination of both (the "Initial Consideration"). The Initial Consideration is subject to maximum aggregate Aura Shares issuable of 1,393,736 (representing 50% of the upfront consideration). Bluestone Shareholders will also receive contingent consideration in the form of contingent value rights 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").

Information regarding the procedure for exchange of shares for Consideration is provided in the Company's management information circular dated November 12, 2024, related to the Meeting (the "Circular"). The Circular and accompanying letter of transmittal and election form (the "Letter of Transmittal") are available under the Company's profile at www.sedarplus.com and on the Company's website at www.bluestoneresources.ca/investors/special-meeting.

Registered Bluestone Shareholders who have not already done so must complete and sign the Letter of Transmittal and return it, together with the certificate(s)/DRS advice(s) representing their shares and any other required documents and instruments, in accordance with the procedures set out in the Letter of Transmittal.  Registered Bluestone Shareholders with shares represented by direct registration system advices may submit their letter of transmittal and election form by email to [email protected]. 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.

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 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, 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, be represented, and/or 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/.

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.

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.

Investor Contact: Peter Hemstead, President, Chief Executive Officer, and Chair of the Board, Tel. [phone], Email. [email protected], Website: www.bluestoneresources.ca