공시 • Jan 14
Aura Minerals Inc. (TSX:ORA) completed the acquisition of Bluestone Resources Inc. (TSXV:BSR) from Nemesia S.À R.L., CD Capital Natural Resources Fund III L.P., fund managed by CD Capital Asset Management Ltd. and others.
Aura Minerals Inc. (TSX:ORA) entered into a non-binding letter of intent to acquire Bluestone Resources Inc. (TSXV:BSR) from Nemesia S.À R.L., CD Capital Natural Resources Fund III L.P., fund managed by CD Capital Asset Management Ltd. and others on September 6, 2024. Aura Minerals Inc. (TSX:ORA) entered into a definitive arrangement agreement to acquire Bluestone Resources Inc. (TSXV:BSR) from Nemesia S.À R.L., CD Capital Natural Resources Fund III L.P., fund managed by CD Capital Asset Management Ltd. and others for CAD 78.1 million on October 25, 2024. Pursuant to the Transaction, for each Bluestone share held, Bluestone shareholders will be able to elect to receive upfront consideration on closing consisting of either: (i) a cash payment of CAD 0.287; or (ii) 0.0179 of an Aura common share, subject to proration; or a combination of both. The upfront consideration will be subject to maximum aggregate Aura shares issuable of 1,363,272 (representing 50% of the upfront consideration). Bluestone shareholders will also receive a CVR providing the holder thereof with the potential to receive a cash payment of up to an aggregate amount of CAD 0.2120, for each Bluestone share, payable in three equal annual installments upon Cerro Blanco achieving commercial production. The Arrangement Agreement includes a termination fee of $2 million (CAD 2,778,220), payable by Bluestone under certain circumstances.
The Transaction will be subject to the approval by Bluestone securityholders at a special meeting of Bluestone securityholders and subject to the receipt of certain regulatory, court, TSXV and Toronto Stock Exchange (“TSX”) approvals, and other closing conditions customary in transactions of this nature. All officers and directors of Bluestone, along with Nemesia S.à.r.l. and CD Capital Natural Resources Fund III LLP, owning in aggregate approximately 39% of the outstanding Bluestone Shares, have entered into voting support agreements pursuant to which they have agreed, among other things, to vote their Bluestone Shares in favour of the Transaction.
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 2/3% of the votes cast by holders of Bluestone Shares; (ii) 66 2/3% 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, Dissent Rights shall not have been validly exercised by holders of more than 10% of the Bluestone Shares and other closing conditions customary in transactions of this nature. The Arrangement Agreement has been unanimously approved by the Board of Directors of Bluestone, following the unanimous recommendation of a Special Committee of independent directors of Bluestone (the “Special Committee”). Bluestone’s Board of Directors unanimously recommend that the Bluestone securityholders vote in favour of the Transaction.
As on November 5, 2024 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. Other than the foregoing, the terms of the Transaction remain unamended. Closing is expected to occur in January 2025, subject to satisfaction of the conditions to closing. On November 18, 2024, Bluestone obtained an interim order from the Supreme Court of British Columbia. As of December 19, 2024, the deal was approved by Bluestone's shareholders. As of January 6, 2025, the deal was approved by the Court of British Columbia. The transaction is expected to close on or about January 13, 2025.
GenCap Mining Advisory Ltd. is acting as financial advisor and provided an opinion to the Special Committee and Board of Directors of Bluestone. Jamie Kariya of Blake, Cassels & Graydon LLP is acting as Canadian legal advisor to Bluestone and Paul, Weiss, Rifkind, Wharton & Garrison LLP is acting as U.S. legal advisor to Bluestone. Stikeman Elliott LLP is acting as legal advisor to the Special Committee. Ian Mitchell and France Tenaille of Gowling WLG (Canada) LLP is acting as Canadian legal advisor to Aura and Dorsey & Whitney LLP is acting as U.S. legal advisor to Aura. Computershare Investor Services Inc. acted s Depositary for Bluestone.
Aura Minerals Inc. (TSX:ORA) completed the acquisition of Bluestone Resources Inc. (TSXV:BSR) from Nemesia S.À R.L., CD Capital Natural Resources Fund III L.P., fund managed by CD Capital Asset Management Ltd. and others on January 13, 2025. The listing of the Aura shares issued as consideration to certain former holders of Bluestone shares is subject to final approval by the Toronto Stock Exchange (“TSX”). The shares of Bluestone are expected to be delisted from the TSX Venture Exchange (“TSXV”) on or around market close on January 14, 2025.