Aura Minerals and Bluestone Resources Agree to Amendment to Arrangement Agreement

VANCOUVER, British Columbia and ROAD TOWN, British Virgin Islands, Nov. 05, 2024 (GLOBE NEWSWIRE) -- Bluestone Resources Inc. ("Bluestone") (TSXV:BSR, OTCQB:BBSRF) and Aura Minerals Inc. ("Aura") (TSX:ORA, B3:AURA33, OTCQX:ORAAF), are pleased to announce that they have entered into an amending agreement (the "Amending Agreement") to the previously announced arrangement agreement dated October 25, 2024 (the "Arrangement Agreement") pursuant to which Aura will acquire all of the issued and outstanding common shares of Bluestone (the "Bluestone Shares") by way of a plan of arrangement under the Business Corporations Act (British Columbia) (the "Arrangement" or "Transaction").

Under the terms of the Amending Agreement, the upfront share consideration available to Bluestone shareholders has been increased from 0.0179 to 0.0183 of an Aura common share for each Bluestone Share held, subject to proration. As a result of the Amending Agreement, Bluestone shareholders will have the option to receive either (i) a cash payment of C$0.287 for each Bluestone Share held; or (ii) 0.0183 of an Aura common share for each Bluestone Share held, subject to pro-ration; or a combination of both. Other than the foregoing, the terms of the Transaction remain unamended.

The Amending Agreement adjusting the upfront share consideration was entered into as a result of Aura's announcement on November 4, 2024 of a dividend of $0.24 per Aura common share.

Transaction Details:

The Transaction will be completed pursuant to a court-approved plan of arrangement under the Business Corporations Act (British Columbia). The Transaction will be subject to the approval of: (i) at least 66-⅔% of the votes cast by holders of Bluestone Shares; (ii) 66-⅔% of the votes cast by holders of Bluestone Shares and options, voting together as a single class; and (iii) "minority approval" in accordance with Multilateral Instrument 61-101, at a special meeting of Bluestone securityholders to be held ...