Debt Facility
The Loan will provide for the drawdown of funds by the Company in tranches of not less than
In consideration for the Loan, the Company will issue 4,000 common shares per month (pro-rated for partial months) for each
As the Lender and its affiliates have beneficial ownership of, or control or direction over, directly or indirectly, more than 10% of the common shares of the Company, the issuance of the Additional Shares will be a "related party transaction" under Multilateral Instrument 61-101 – Protection of Minority Security holders in Special Transactions ("MI 61-101"). The issuance of the Additional Shares will be exempt from the formal valuation requirements of MI 61-101 pursuant to section 5.5(b), as the Company's shares are not listed on a specified market, and from the minority approval requirements of MI 61-101 pursuant to sections 5.7(1)(a), as neither the fair market value of the Additional Shares to be issued nor the consideration to be received for those shares exceeds 25% of the Company's market capitalization, and 5.7(1)(f) as the Loan does not have an equity or voting component and is on reasonable commercial terms that are not less advantageous to the Company than if the Loan were obtained from an arm's length party.
Board of Directors
Jill is a director of Fireweed Metals Corp. and Chair of the Corporate Governance Committee and Chair of the Health, Safety, and Sustainability Committee. Jill is also a director of Prospera Credit Union and Chair of the Business Transformation Committee. As an independent director, Jill brings significant governance and transactional experience as well as risk management experience, a strategic mindset and financial acumen. Jill is also a Principal at IWJ Law, Business + Investment Counsel. As a senior corporate and securities lawyer for over 20 years, Jill has extensive experience working with boards in mergers and acquisitions, capital markets, strategic planning and implementation, governance and stakeholder relations, and compliance and risk management. Jill obtained her J.D. and a Bachelor of Commerce from the
Joyce is a Chartered Professional Accountant who has twenty years of professional experience in both public practice and in public companies. Most recently, she served as CFO of
Stock Option Grant
The Company announces that it is granting as of
About
On Behalf of
"Peter Hemstead"
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the
Forward Looking Statements
This press release contains "forward-looking information" within the meaning of Canadian securities legislation and "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995 (collectively, "forward-looking statements"). All statements, other than statements of historical fact, that address activities, events, or developments that
All forward-looking statements are made based on Bluestone's current beliefs as well as various assumptions made by Bluestone and information currently available to Bluestone. Generally, these assumptions include, among others: the presence of and continuity of metals at the Project at estimated grades; the availability of personnel, machinery, and equipment at estimated prices and within estimated delivery times; currency exchange rates; metals sales prices and exchange rates assumed; appropriate discount rates applied to the cash flows in economic analyses; tax rates and royalty rates applicable to the proposed mining operations; the availability of acceptable financing; the impact of the coronavirus (COVID-19); anticipated mining losses and dilution; success in realizing proposed operations; and anticipated timelines for community consultations and the impact of those consultations on the regulatory approval process.
Forward-looking statements are subject to a number of risks and uncertainties that may cause the actual results of Bluestone to differ materially from those discussed in the forward-looking statements and, even if such actual results are realized or substantially realized, there can be no assurance that they will have the expected consequences to, or effects on, Bluestone. Factors that could cause actual results or events to differ materially from current expectations include, among other things: risks related to increasing community opposition to the Project and its effect on permitting and Project timelines; potential changes to the mining method and the current development strategy; risks and uncertainties related to expected production rates; timing and amount of production and total costs of production; risks and uncertainties related to the ability to obtain, amend, or maintain necessary licenses, permits, or surface rights; risks associated with technical difficulties in connection with mining development activities; risks and uncertainties related to the accuracy of mineral resource estimates and estimates of future production, future cash flow, total costs of production, and diminishing quantities or grades of mineral resources; changes in Project parameters as plans continue to be refined; title matters; risks associated with geopolitical uncertainty and political and economic instability in
Any forward-looking statement speaks only as of the date on which it was made, and except as may be required by applicable securities laws, Bluestone disclaims any intent or obligation to update any forward-looking statement, whether as a result of new information, future events or results, or otherwise. Although Bluestone believes that the assumptions inherent in the forward-looking statements are reasonable, forward-looking statements are not guarantees of future performance, and accordingly, undue reliance should not be put on such statements due to their inherent uncertainty. There can be no assurance that forward-looking statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements.
Non-GAAP Financial Performance Measures
The Company has included a non-Generally Accepted Accounting Principles ("GAAP") measure in this news release that is not defined under International Financial Reporting Standards ("IFRS"), being AISC per payable ounce of gold sold. Non-GAAP measures do not have any standardized meaning prescribed under IFRS and, therefore, they may not be comparable to similar measures employed by other companies. The Company believes that these measures, in addition to measures prepared in accordance with GAAP, provide investors an improved ability to evaluate the underlying performance of the Company and to compare it to information reported by other companies. The non-GAAP measures are intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with GAAP. These measures do not have any standardized meaning prescribed under GAAP, and therefore may not be comparable to similar measures presented by other issuers.
All-in sustaining costs
The Company believes that AISC more fully defines the total costs associated with producing gold. The Company calculates AISC as the sum of refining costs, third party royalties, site operating costs, sustaining capital costs, and closure capital costs all divided by the gold ounces sold to arrive at a per ounce amount. Other companies may calculate this measure differently as a result of differences in underlying principles and policies applied. Differences may also arise due to a different definition of sustaining versus non-sustaining capital.
AISC reconciliation
AISC and costs are calculated based on the definitions published by the
SOURCE
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