Aura Announces Bluestone Securityholders' Approval of Transaction

ROAD TOWN, British Virgin Islands, Dec. 19, 2024 (GLOBE NEWSWIRE) -- Aura Minerals Inc. (TSX: ORA, B3: AURA33) (“Aura” or the “Company”), following our press releases dated October 28, 2024, and November 5, 2024, is pleased to announce that the securityholders of Bluestone Resources Inc. (“Bluestone”) have approved the previously announced acquisition of Bluestone by Aura by way of a plan of arrangement (the “Transaction” or the “Arrangement”) at a special meeting of Bluestone Securityholders held earlier today.

The special resolution approving the Transaction was approved by (i) 99.48% of the votes cast by Bluestone’s shareholders present or represented by proxy at the Meeting; (ii) 99.54% of the votes cast by Bluestone Shareholders and optionholders, 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 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 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. Please find a more fulsome description of the Transaction in our press release dated October 28, 2024.

The Arrangement requires the approval of the Supreme Court of British Columbia, from which Bluestone expects to receive a Final Order on January 6, 2025. Following the court's decision, the Transaction’s closing date is expected on January 13, 2025.

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.

About Aura 360° Mining

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 EPP and Almas gold mines in Brazil, and the San Andres gold mine in Honduras.

The Company’s development projects include Borborema and Matupá both in Brazil. Aura has unmatched exploration potential owning over 650,000 hectares of mineral rights and is currently advancing multiple near-mine and regional targets along with the Serra da Estrela copper project in the prolific Carajás region of Brazil.

Forward-Looking Information

This press release contains “forward-looking information” and “forward-looking statements”, as defined in applicable securities laws (collectively, “forward-looking statements”) which may include, but is not limited to, statements with respect to the activities, events or developments that the Company expects or anticipates will or may occur in the future. Often, but not always, 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. Known and unknown risks, uncertainties and other factors, many of which are beyond the Company’s ability to predict or control, could cause actual results to differ materially from those contained in the forward-looking statements. Specific reference is made to the 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.