Bluestone Enters into a US$30 Million Credit Facility with Natixis

January 28, 2020

Source: Marketwatch

Bluestone Resources Inc. (BSR) (otcqb:BBSRF) ("Bluestone" or the "Company") is pleased to announce that it has entered into a US$30 million credit facility (the "Credit Facility") with Natixis. Natixis is a French multinational financial services firm, and one of the lending banks in connection with a potential senior debt project financing package (the "Senior Debt Project Financing").

The proceeds from the Credit Facility will be used for detailed design and engineering, early development work at the Cerro Blanco gold project (the "Project"), and for general corporate purposes.

Darren Klinck, President and CEO, commented, "We are pleased to receive this support from Natixis and The Lundin Family through Nemesia S.à.r.l. The credit facility reflects a strong endorsement for the Project and will allow us to continue advancing financing initiatives and commence engineering & development activities."

Peter Hemstead, CFO, commented, "We have received strong interest on project financing and are currently working with a group of reputable international mine finance banks and multinational development institutions. The Natixis credit facility provides us with the additional time needed to finalize a senior debt project financing package while allowing us to get started on important early design & engineering activities."

The Company is pleased to announce the appointment of Jack Lundin to the management team and Board of Directors. Jack will assume the Chief Executive Officer role, with current President & CEO, Darren Klinck retaining the role of President.

Darren Klinck commented, "I'm excited to welcome Jack to the Bluestone team at this transformational time in our development and I look forward to working closely with him as we advance Bluestone and the Cerro Blanco project. We are very fortunate to have had strong shareholder support as we have advanced our strategy since first acquiring the Cerro Blanco project in 2017. The Lundin Family has been instrumental in the initial project acquisition and advancement of Bluestone, providing strong support for the Company and myself personally during this period. We look forward to expanding our relationship with the Lundin Group and leveraging the depth of technical and development expertise in particularly, as we further advance Cerro Blanco."

Jack Lundin commented, "I am very excited and honoured to have this opportunity to build on the strong foundation that the Bluestone team in Vancouver and Guatemala have established over the past several years. The goal remains the same which is to swiftly advance the world class Cerro Blanco gold project and to continue to create value for all stakeholders. We are already off to an excellent start and I look forward to working with Darren and the team."

Jack Lundin

Jack Lundin's experience in mine project development, having just come off the successful execution of Lundin Gold's Fruta del Norte (FDN) Gold Mine in Southern Ecuador where he served as the Project Superintendent, aligns well into the strategy for Bluestone Resources. He brings with him a recognized legacy and years of natural resource technical and economic expertise. Following many summers in the field, holding international prospecting and field technician roles with the Lundin Group, Jack also has experience working as an analyst in the commercial department for Lundin Norway AS., a subsidiary of Lundin Petroleum AB. Jack holds a Bachelor of Science degree in Business Administration from Chapman University and a Master of Engineering degree in Mineral Resource Engineering from the University of Arizona. Jack also sits on the board of directors of Josemaria Resources Inc. and Denison Mines Corp.

Paul McRae will be resigning from, and Jack Lundin will be appointed to, the Bluestone Board of Directors.

Bluestone Executive Chairman John Robins commented, "On behalf of the Bluestone Board, we wish to thank Paul for his contributions over the past two years and we wish him well with his future endeavours."

In addition, John Robins commented, "The Bluestone Board welcomes Jack and we look forward to working with him at this very exciting time for the Company. Since acquiring Cerro Blanco in 2017 I am proud of the progress our team has made on the project. Cerro Blanco stands out as one of the highest grade undeveloped gold deposits in the world. With strong technical and financial support from the Lundin Group I am excited about our future. The Credit Facility is a strong endorsement for the project and demonstrates our progress towards completing a project financing package."

About Natixis

Natixis is a French multinational financial services firm specialized in asset & wealth management, corporate & investment banking, insurance and payments. A subsidiary of Groupe BPCE, the second-largest banking group in France through its two retail banking networks, Banque Populaire and Caisse d'Epargne, Natixis counts nearly 16,000 employees across 38 countries. Its clients include corporations, financial institutions, sovereign and supranational organizations, and the customers of Groupe BPCE's networks.

Credit Facility

Natixis will lend up to US$30 million to Bluestone (the "Commitment"). Bluestone may, by notice to Natixis, request an increase in the Commitment, which Natixis may in its sole discretion accept or deny. Loans under the Credit Agreement (the "Loans") will be made available through multiple borrowings.

The annual interest rate on the Credit Facility will be set based on US LIBOR plus a margin equal to 0.45%. At current US LIBOR rates the annual interest rate would be approximately 2.3% per annum. The default interest rate is equal to 2.0% per annum.

A commitment fee equal to 0.20% per annum on the unused portion of the Commitment will be payable quarterly in arrears during the availability period.

The Loans can be repaid at any time in whole or in part subject to a minimum notice period without penalty. The maturity date for the Loans is the earlier of (i) the one year anniversary of the Credit Facility and (ii) the occurrence of certain events, including funding pursuant to the potential Senior Debt Project Financing.

The Loans will be supported by a guarantee from Nemesia S.à.r.l. ("Nemesia"). The guarantee is secured by a cash collateral held with Natixis as account bank, equal to at least the principal and anticipated interest and fees through maturity of the Loan. In consideration for the guarantee from Nemesia, the Company has issued to Nemesia 85,000 Common Shares (the "Initial Shares").

Bluestone has entered into a debenture with Nemesia which will provide a repayment mechanism in the event of default with Natixis. The debenture will allow for the automatic draw down of funds in an amount up to US$14 million if the Company defaults on the Loan and Natixis realizes on the cash collateral provided by Nemesia. The debenture may be increased up to US$32 million (an amount equivalent to the Commitment plus potential interest) at the request of Nemesia but subject to approval of shareholders of Bluestone in accordance with Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). If the debenture is increased to US$32 million, an additional 100,000 Common Shares (the "Secondary Shares") will be issued to Nemesia. An additional 3,500 Common Shares (the "Additional Common Shares") will be issued to Nemesia for each US$500,000 drawn down per month until repayment under terms of a debenture issued by the Company to Nemesia. The issuance of the Common Shares to Nemesia is subject to the final approval of the TSX Venture Exchange. All Common Shares issued to Nemesia will be subject to a four-month hold period under applicable securities law

As Nemesia and its affiliates have beneficial ownership of, or control or direction over, directly or indirectly, more than 10% of the Common Shares, the transactions between the Company and Nemesia described above, including the issuance of the Common Shares, each constitute a "related party transaction" as defined under MI 61-101. The transactions 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 shareholder approval requirements of MI 61-101 pursuant to section 5.7(1)(a), as neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the transactions involving related parties, will in the aggregate exceed 25% of the Company's market capitalization. The board of directors of the Company has approved the Credit Facility, the related party transactions with Nemesia, and all other ancillary matters. A material change report will be filed less than 21 days before the closing date of the transactions. The Company considers this is reasonable and necessary in order to address the Company's immediate funding requirements.

Nemesia is an affiliate of Zebra Holdings and Investment S.à.r.l. and Lorito Holdings S.à.r.l. (collectively with Nemesia, the "Lundin Entities"), both of which are companies controlled by a trust settled by the late Adolf H. Lundin. Prior to the issuance of the Initial Shares, the Lundin Entities collectively held and controlled 27,478,221 Common Shares, representing approximately 33.55% of the issued and outstanding Common Shares. Upon the issuance of the Initial Shares, the Lundin Entities collectively hold and control 27,563,221 Common Shares, representing approximately 33.65% of the issued and outstanding Common Shares. In the event that the Secondary Shares and the maximum number of Additional Common Shares are issued, the Lundin Entities will collectively hold and control 30,799,221 Common Shares, representing approximately 37.6% of the issued and outstanding Common Shares.

About Bluestone Resources

Bluestone Resources is a mineral exploration and development company that is focused on advancing its 100%-owned Cerro Blanco Gold and Mita Geothermal projects located in Guatemala. A Feasibility Study on Cerro Blanco returned robust economics with a quick pay back. The average annual production is projected to be 146,000 ounces per year over the first three years of production with all-in sustaining costs of $579/oz (as defined per World Gold Council guidelines, less corporate general and administration costs). The Company trades under the symbol "BSR" on the TSX Venture Exchange and "BBSRF" on the OTCQB.

For further information, please contact:

Bluestone Resources Inc.
Stephen Williams | VP Corporate Development & Investor Relations
Phone: +1 604 646 4534
info@bluestoneresources.ca
www.bluestoneresources.ca

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