Aura Minerals And Bluestone Resources Agree To Amendment To Arrangement Agreement

VANCOUVER, BC and ROAD TOWN, British Virgin Islands, Nov. 5, 2024 /CNW/ - 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 to consider the Transaction (the "Special Meeting"). In addition to Bluestone securityholder approval, the Transaction is also subject to the receipt of certain regulatory, court, TSXV and TSX approvals, and other closing conditions customary in transactions of this nature.

Full details of the Transaction will be included in the management information circular of Bluestone, expected to be mailed to shareholders and filed on www.sedaplus.com. Closing is expected to occur in January 2025, subject to satisfaction of the conditions to closing.

Board of Directors Recommendations

The Amending Agreement has been unanimously approved by the Board of Directors of Bluestone, who continue to recommend that the Bluestone securityholders vote in favour of the Transaction.

About Aura Minerals Inc.

Aura is focused on mining in complete terms - thinking holistically about how its business impacts and benefits every one of our stakeholders: our company, our shareholders, our employees, and the countries and communities we serve. We call this 360° Mining. Aura is a mid-tier gold and copper production company focused on operating and developing gold and base metal projects in the Americas. The Company has 4 operating mines including the Aranzazu copper-gold-silver mine in Mexico, the Apoena (EPP) and Almas gold mines in Brazil, and the Minosa (San Andres) gold mine in Honduras. The Company's development projects include Borborema, currently in construction, and Matupá both in Brazil. Aura has unmatched exploration potential owning over 630,000 hectares of mineral rights and is currently advancing multiple near-mine and regional targets along with the Aura Carajas copper project in the prolific Carajás region of Brazil.

About Bluestone Resources Inc.

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.

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, 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. 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 factors is not 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 statements, no inference should be drawn that it will make additional updates with respect to those or other forward-looking statements.

SOURCE Bluestone Resources Inc.