Aura Minerals Inc.: Exhibit 99.T3E2 - Filed by newsfilecorp.com

EX-99.T3E2 6 exhibit99-t3e2.htm EXHIBIT 99.T3E2 Aura Minerals Inc.: Exhibit 99.T3E2 - Filed by newsfilecorp.com

The instructions accompanying this Letter of Transmittal and Election Form (the "Letter of Transmittal") should be read carefully before this Letter of Transmittal is completed. Computershare Investor Services Inc. (the "Depositary"), your broker, investment dealer or other intermediary can assist you in completing this Letter of Transmittal. Persons whose Bluestone Shares (as defined herein) are registered in the name of a broker, dealer, bank, trust company or other nominee should immediately contact such registered holder for assistance.

THIS LETTER OF TRANSMITTAL IS FOR USE ONLY IN CONJUNCTION WITH THE PLAN OF ARRANGEMENT INVOLVING BLUESTONE RESOURCES INC., ITS SHAREHOLDERS AND AURA MINERALS INC.

THIS LETTER OF TRANSMITTAL MUST BE VALIDLY COMPLETED, DULY EXECUTED AND RETURNED TO THE DEPOSITARY. IT IS IMPORTANT THAT YOU VALIDLY COMPLETE, DULY EXECUTE AND RETURN THIS LETTER OF TRANSMITTAL ON A TIMELY BASIS IN ACCORDANCE WITH THE INSTRUCTIONS CONTAINED HEREIN. IN PARTICULAR, IF THIS LETTER OF TRANSMITTAL IS NOT RECEIVED BY THE DEPOSITARY BY 4:30 P.M. (TORONTO TIME) ON THE ELECTION DEADLINE (AS DEFINED BELOW), YOU WILL BE DEEMED TO HAVE ELECTED TO RECEIVE THE CASH CONSIDERATION (AS DEFINED BELOW).

LETTER OF TRANSMITTAL AND ELECTION FORM

FOR COMMON SHARES OF BLUESTONE METALS INC.

This Letter of Transmittal, or an originally signed facsimile, is for use by registered holders ("Bluestone Shareholders", and together with registered holders of Bluestone options, "Bluestone Securityholders") of common shares ("Bluestone Shares") of Bluestone Resources Inc. ("Bluestone") in connection with the proposed plan of arrangement (the "Arrangement") involving the acquisition of all of the outstanding Bluestone Shares by Aura Minerals Inc. ("Aura") pursuant to an arrangement agreement among Bluestone and Aura dated October 25, 2024, as amended, that is being submitted for approval at the meeting of Bluestone Securityholders to be held on December 19, 2024 (the "Bluestone Meeting"). Bluestone Shareholders are referred to the Notice of Special Meeting and management information circular dated November 12, 2024 (the "Circular") prepared in connection with the Bluestone Meeting that accompanies this Letter of Transmittal. The terms and conditions of the Plan of Arrangement, which is attached as Appendix "B" to the Circular, are incorporated by reference in this Letter of Transmittal. Capitalized terms used but not defined in this Letter of Transmittal have the meanings set out in the Circular. You are encouraged to read the Circular in its entirety.

The Plan of Arrangement contemplates that Bluestone Shareholders (other than Dissenting Shareholders) will be entitled to receive, in consideration for each Bluestone Share held, consideration (the "Consideration") consisting of,

(a) one contingent value right of Aura ("CVR") entitling a Bluestone Shareholder to receive, subject to the satisfaction of the CVR Payment Conditions prior to the CVR Termination Date, up to $0.2120; and (b) at the Bluestone Shareholder's election, either:

(i) C$0.2870 in cash (the "Cash Consideration"); or

(ii) 0.0183 of an Aura Share (the "Share Consideration") subject to proration.

Furthermore, each Bluestone Shareholder may indicate (i) the number of Bluestone Shares for which such shareholder elects to receive the Cash Consideration and (ii) the number of Bluestone Shares for which such shareholder elects to receive the Share Consideration, subject to proration.

In the event that the aggregate amount of Share Consideration that would otherwise be payable but for proration exceeds the Aggregate Share Consideration, then: (i) the portion of the consideration in respect of each Bluestone Share transferred to Aura to be satisfied by the issuance of Aura Shares shall be determined by multiplying the Share Consideration by the Share Proration Factor; and (ii) the balance of the consideration in respect of each Bluestone Share transferred to Aura to be satisfied by the payment of cash which is determined by multiplying the Cash Consideration by an adjustment factor equal to one minus the Share Proration Factor.

In the case where no Consideration election is made prior to the Election Deadline (as defined below), a Bluestone Shareholder will be deemed to have elected to receive the Cash Consideration. The Share Consideration is subject to proration under which a Bluestone Shareholder may receive both cash and Aura Shares in exchange for Bluestone Shares regardless of the Bluestone Shareholder's election to receive the Share Consideration.

The election available to you in respect of the Consideration you may receive under the Arrangement is an investment decision which carries tax consequences. You should consult your own investment and tax advisors prior to making your election. If you elect to receive the Share Consideration, your election may be prorated in which case you will receive some amount of the Cash Consideration.

No fractional Aura Shares will be issued pursuant to the Arrangement. Where the aggregate number of Aura Shares to be issued to a Bluestone Shareholder would result in a fraction of an Aura Share being issuable, the number of Aura Shares will be rounded down to the nearest whole Aura Share, and the fractional entitlement will be cancelled without any compensation or other consideration. If the aggregate cash amount a Bluestone Shareholder is entitled to receive would otherwise include a fraction of $0.01, then the aggregate cash amount such Bluestone Shareholder shall be entitled to receive shall be rounded up to the nearest whole $0.01.

In order to receive the appropriate number of whole Aura Shares and/or cash that a Bluestone Shareholder is entitled to receive under the Arrangement, Bluestone Shareholders are required to deposit:

1. the certificate(s) or DRS Advice representing Bluestone Shares held by them, if any, with the Depositary;

2. this Letter of Transmittal, properly completed and duly executed; and

3. all other required documents.

For your election to be effective, this Letter of Transmittal, properly completed and duly executed, and accompanied by the certificate(s) or DRS Advice representing your Bluestone Shares, if any, together with all other documents required by the Depositary, must be received by the Depositary no later than 4:30 p.m. (Toronto time) on December 16, 2024, or, if the Meeting is adjourned or postponed, no later than 72 hours (excluding Saturdays, Sundays and statutory holidays in British Columbia) before the adjourned Meeting is reconvened or the postponed Meeting is convened (the "Election Deadline") at the address specified on the back page of this Letter of Transmittal. If the Depositary does not receive the required documentation or you otherwise fail to make a proper election by the Election Deadline (or any extension thereof), you will be treated as a non-electing Bluestone Shareholder as described above and you will be deemed to have elected to receive the Cash Consideration in respect of each Bluestone Share held. Bluestone Shareholders who do not deliver their Bluestone Share certificate(s) or DRS Advice, if any, and all other required documents to the Depositary on or before the date which is six years after the Effective Date shall lose their right to receive the Consideration for their Bluestone Shares.

Pursuant to the Arrangement, you will cease to be a Bluestone Shareholder as of the Effective Date and will only be entitled to receive the Rights Certificate representing CVRs, share certificate(s) or DRS Advice, as applicable, representing Aura Shares and/or cash to which you are entitled under the Arrangement.

The Arrangement is subject to a number of conditions, some of which are beyond the control of Bluestone and Aura. Accordingly, the exact timing of the implementation of the Arrangement is not currently known. Aura and Bluestone currently expect the Arrangement to become effective in January 2025.

This Letter of Transmittal is for use by registered Bluestone Shareholders only.

TO: COMPUTERSHARE INVESTOR SERVICES INC., at the office set out herein

AND TO: BLUESTONE RESOURCES INC.

AND TO: AURA MINERALS INC.

Please read the Circular and the instructions set out below carefully before completing this Letter of Transmittal. Delivery of this Letter of Transmittal to an address other than as set forth herein will not constitute a valid delivery. If Bluestone Shares are registered in different names, a separate Letter of Transmittal must be submitted for each different registered owner. See Instruction 2.

The Depositary, or your broker or other financial advisor, can assist you in completing this Letter of Transmittal (see the back page of this document for addresses and telephone numbers). Persons whose Bluestone Shares are registered in the name of a broker, dealer, bank, trust company or other nominee should immediately contact such registered holder for assistance.

FOR BLUESTONE SHAREHOLDERS WHOSE BLUESTONE SHARES ARE REPRESENTED BY SHARE CERTIFICATE(S) OR DRS ADVICE(S):

In order for Bluestone Shareholders whose Bluestone Shares are represented by share certificate(s) or DRS Advice to receive the elected Consideration, such Bluestone Shareholders are required to deposit the certificate(s) or DRS Advice representing the Bluestone Shares held by them with the Depositary. This Letter of Transmittal, properly completed and duly executed, together with all other required documents, must accompany all certificate(s) or DRS Advice(s) for Bluestone Shares deposited for payment pursuant to the Arrangement.

In connection with the Arrangement, the undersigned hereby deposits with the Depositary for transfer upon the Arrangement becoming effective, the enclosed certificate(s) and DRS Advice representing Bluestone Shares (the "Deposited Shares"), details of which are as follows:

Share Certificate Number(s) or DRS Advice Number	Name(s) and Addresses in which Bluestone Shares are Registered	Number of Bluestone Shares Represented by Share Certificate(s) or DRS Advice




TOTAL:

Notes:

1. If space is insufficient, please attach a list to this Letter of Transmittal in the above form.

2. The total of the numbers filled in above must equal the total number of Bluestone Shares represented by the share certificate(s) or DRS Advice enclosed with this Letter of Transmittal.

Election of Consideration

For each Bluestone Share you hold, you may elect to receive either the Cash Consideration or the Share Consideration, subject to proration. Please indicate the number of your Bluestone Shares for which you elect to receive Cash Consideration and the number of your Bluestone Shares for which you elect to receive Share Consideration, under the Arrangement:

Number of Bluestone Shares for which Cash Consideration is elected
Number of Bluestone Shares for which Share Consideration is elected
Total

Notes:

1. In the event the aggregate amount of Share Consideration that would otherwise be issuable to Bluestone Shareholders electing the Share Election pursuant to the Plan of Arrangement exceeds the Aggregate Share Consideration, then the Consideration payable for each Bluestone Share for which a Share Election has been made shall consist of: (i) one CVR; (ii) a number of Aura Shares equal to the Share Consideration multiplied by the Share Proration Factor; and (iii) a cash payment equal to the Cash Consideration multiplied by an adjustment factor equal to one minus the Share Proration Factor.

2. Where the aggregate number of Aura Shares to be issued to a Bluestone Shareholder would result in a fraction of an Aura Share being issuable, the number of Aura Shares will be rounded down to the nearest whole Aura Share, and the fractional entitlement will be cancelled without any compensation or other consideration. If the aggregate cash amount a Bluestone Shareholder is entitled to receive would otherwise include a fraction of $0.01, then the aggregate cash amount such Bluestone Shareholder shall be entitled to receive shall be rounded up to the nearest whole $0.01. Bluestone Shareholders should refer to the full text of the Plan of Arrangement which is attached as Appendix B to the Circular.

3. The total number of Bluestone Shares for which you make a Cash Consideration election above plus the total number of Bluestone Shares for which you make a Share Consideration election above (collectively your "Total Elected Shares") must equal your Deposited Shares. If your Total Elected Shares is less than your Deposited Shares, you will be deemed to have elected to receive the Cash Consideration for the Bluestone Shares for which an election is not made. If your Total Elected Shares is more than your Deposited Shares, the number of Bluestone Shares for which you have elected to receive Cash Consideration will be reduced accordingly.

4. If you do not make an election as to the applicable Consideration you wish to receive under the Arrangement, you will be deemed to have elected to receive the Cash Consideration for all Bluestone Shares held.

5. You should consult your own investment and tax advisors prior to making an election as to the Consideration you wish to receive under the Arrangement.

It is understood that, upon receipt of this Letter of Transmittal properly completed and duly executed together with the certificate(s) and DRS Advice, if any, representing the Deposited Shares and following the Effective Time of the Arrangement, the Depositary will cause the delivery to the undersigned of the Consideration that the undersigned elected to receive and is entitled to receive under the Arrangement, or hold such Consideration for pick-up in accordance with the instructions set out below, and any certificate(s) or DRS Advice representing the Deposited Shares shall forthwith be cancelled. It is understood that all payments (including delivery of Aura Shares) will be net of any amounts required to be withheld by law including in respect of applicable taxes, payroll deductions or similar amounts. Pursuant to and as required by applicable laws, Aura, Bluestone and the Depositary, as applicable, shall withhold any amounts whatsoever from the amounts otherwise payable or otherwise deliverable to a Bluestone Shareholder and remit such amounts to the applicable government authorities.

The undersigned registered holder(s) of the above-listed Deposited Shares hereby:

1. Represents and warrants in favour of Bluestone and Aura that: (i) the undersigned is, and will immediately prior to the Effective Time be, the registered holder of the Deposited Shares; (ii) such Deposited Shares are owned by the undersigned free and clear of all mortgages, liens, charges, encumbrances, security interests and adverse claims; (iii) the undersigned has full power and authority to execute and deliver this Letter of Transmittal and to deposit, sell, assign, transfer and deliver the Deposited Shares and that, when the Consideration is paid, none of Bluestone and Aura, or any successor thereto, will be subject to any adverse claim in respect of such Deposited Shares; (iv) the Deposited Shares have not been sold, assigned or transferred, nor has any agreement been entered into to sell, assign or transfer any such Deposited Shares, to any other person; (v) the surrender of the Deposited Shares complies with applicable Laws; (vi) all information inserted by the undersigned into this Letter of Transmittal is accurate; (vii) unless the undersigned has revoked this Letter of Transmittal by notice in writing given to the Depositary prior to the Effective Date, the undersigned will not, prior to such time, transfer or permit to be transferred any of such Deposited Shares; and (viii) the delivery of the appropriate number of CVRs, Aura Shares and appropriate Cash Consideration to the undersigned will completely discharge any and all obligations of Bluestone, Aura and the Depositary with respect to the matters contemplated by this Letter of Transmittal. These representations and warranties shall survive the completion of the Arrangement.

2. Agrees that all questions as to validity, form, eligibility (including timely receipt) and acceptance of any Bluestone Shares surrendered in connection with the Arrangement shall be determined by Aura in its sole discretion and that such determination shall be final and binding and acknowledges that there is no duty or obligation upon Bluestone, Aura, the Depositary or any other person to give notice of any defect or irregularity in any such surrender of Bluestone Shares and no liability will be incurred by any of them for failure to give any such notice.

3. Acknowledges receipt of the Circular and: (i) understands that whether or not the undersigned delivers the required documentation to the Depositary, as of the Effective Date, the undersigned will cease to be a Bluestone Shareholder and, subject to the ultimate expiry identified below, will only be entitled to receive the Consideration to which the undersigned is entitled under the Arrangement; and (ii) acknowledges and agrees that failure to surrender any certificate(s) or DRS Advice, which, prior to the Effective Date, represented issued and outstanding Bluestone Shares with all other instruments required by this Letter of Transmittal, on or prior to the sixth anniversary of the Effective Date will result in such shares ceasing to represent any claim or interest of any kind or nature against Bluestone, Aura or the Depositary.

4. Except for any proxy deposited with respect to the vote on the Arrangement Resolution in connection with the Bluestone Meeting, revokes any and all authority, other than as granted in this Letter of Transmittal, whether as agent, attorney-in-fact, proxy or otherwise, previously conferred or agreed to be conferred by the undersigned at any time with respect to the Deposited Shares and no subsequent authority, whether as agent, attorney-in-fact, proxy or otherwise, will be granted with respect to the Deposited Shares. The undersigned irrevocably constitutes and appoints the Depositary and any officer of Aura, and each of them and any other persons designated by Aura in writing, the true and lawful agent, attorney-in-fact and proxy of the undersigned with respect to the Deposited Shares, with full power of substitution, in the name of and on behalf of the undersigned (such power of attorney being deemed to be an irrevocable power coupled with an interest) to: (i) register or record the transfer of such Deposited Shares on the registers of Bluestone; and (ii) execute and deliver, as and when requested by Aura, any instruments of proxy, authorization or consent in form and on terms satisfactory to Aura in respect of such Deposited Shares, revoke any such instrument, authorization or consent or designate in such instrument, authorization or consent any person or persons as the proxy of such holder in respect of the Deposited Shares for all purposes, other than in connection with the Bluestone Meeting.

5. Covenants and agrees to execute all such documents, transfers and other assurances as may be necessary or desirable to convey the Deposited Shares and distributions effectively to Aura as and from the Effective Time.

6. Acknowledges that the delivery of the Deposited Shares shall be effected and the risk of loss to such Deposited Shares shall pass only upon proper receipt thereof by the Depositary. The undersigned will, upon request, execute any signature guarantees or additional documents deemed by the Depositary to be reasonably necessary or desirable to complete the transfer of the Deposited Shares.

Each authority conferred or agreed to be conferred by the undersigned in this Letter of Transmittal shall survive the death or incapacity of the undersigned and any obligation of the undersigned hereunder shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned.

The undersigned instructs Aura and the Depositary to mail the Rights Certificate representing the CVRs, any certificate(s) or DRS Advice representing the Aura Shares that the undersigned is entitled to receive under the Arrangement and/or the cheque representing the Cash Consideration that the undersigned may be entitled to receive, if any, for the Deposited Shares promptly after the Effective Time, by first-class insured mail, postage prepaid, to the undersigned, or to hold such Rights Certificate, certificate(s) or DRS Advice and/or cheque for pick-up, in accordance with the instructions given below. If no address is specified, the undersigned acknowledges that the Depositary will forward the Rights Certificate, certificate(s) or DRS Advice and/or cheque to the last address of the undersigned as shown on the securities register of Bluestone.

Notwithstanding the foregoing, the undersigned instructs Aura and the Depositary to deliver the Cash Consideration that the undersigned may be entitled to receive, if any, by wire in accordance with the instructions in Box D if wire instructions are so provided.

If the Arrangement is not completed or proceeded with, the enclosed certificate(s) or DRS Advice and all other ancillary documents will be returned forthwith to the undersigned at the address set out below in Box A or Box B or, failing such address being specified, to the undersigned at the last address of the undersigned as it appears on the securities register maintained by or on behalf of Bluestone.

Cash payments to former Bluestone Shareholders will be in Canadian dollars.

It is understood that under no circumstances will interest accrue or be paid on the Consideration payable in respect of the Deposited Shares in connection with the Arrangement.

By reason of the use by the undersigned of an English language Letter of Transmittal, the undersigned and each of the Depositary, Bluestone and Aura shall be deemed to have required that any contract in connection with the delivery of the Deposited Shares pursuant to the Arrangement through this Letter of Transmittal, as well as all documents related thereto, be drawn exclusively in the English language. En raison de l'utilisation d'une lettre d'envoi en langue anglaise par le soussigné, le soussigné et les destinataires sont présumés avoir requis que tout contrat attesté par ceci et son acceptation au moyen de la présente lettre d'envoi, de même que tous les documents qui s'y rapportent, soient rédigés exclusivement en langue anglaise.

INSTRUCTIONS

1. Use of Letter of Transmittal

(a) Bluestone Shareholders should read the accompanying Circular prior to completing this Letter of Transmittal.

(b) In order to make an election with respect to the Consideration to be received under the Arrangement, this Letter of Transmittal properly completed and duly executed (or an originally signed facsimile copy thereof) together with accompanying certificate(s) or DRS Advice representing the Bluestone Shares and all other required documents must be sent or delivered to the Depositary at the address set out on the back of this Letter of Transmittal and must be received by the Depositary no later than 4:30 p.m. (Toronto time) on the Election Deadline.

(c) The method used to deliver this Letter of Transmittal and any accompanying certificate(s) or DRS Advice representing Bluestone Shares and all other required documents is at the option and risk of the Bluestone Shareholder, and delivery will be deemed effective only when such documents are actually received. Bluestone recommends that the necessary documentation be hand delivered to the Depositary at the addresses set out on the back of this Letter of Transmittal, and a receipt obtained; otherwise the use of registered mail with return receipt requested, properly insured, is recommended. Bluestone Shareholders whose Bluestone Shares are registered in the name of a broker, investment dealer, bank, trust company or other nominee should contact that nominee for assistance in depositing those Bluestone Shares. Delivery to an office other than to the specified office does not constitute delivery for this purpose.

(d) Aura reserves the right, if it so elects in its absolute discretion, to instruct the Depositary to waive any defect or irregularity contained in any Letter of Transmittal and/or any accompanying documents received by it.

(e) If the Consideration is to be issued in the name of a person other than the person(s) signing this Letter of Transmittal or if the Consideration or any certificate(s) or DRS Advice representing Bluestone Shares not surrendered are to be mailed to someone other than the person(s) signing this Letter of Transmittal or to the person(s) signing this Letter of Transmittal at an address other than that shown in Box B, the appropriate boxes on this Letter of Transmittal should be completed (Box A and Box B).

2. Signatures

This Letter of Transmittal must be completed and signed by the holder of Bluestone Shares or by such holder's duly authorized representative (in accordance with Instruction 4 below).

(a) If this Letter of Transmittal is signed by the registered owner(s) of the Deposited Shares, such signature(s) on this Letter of Transmittal must correspond with the name(s) as registered or, where applicable, as written on the face of accompanying share certificate(s) or DRS Advice, without any change whatsoever, and any such certificate(s) or DRS Advice need not be endorsed. If the Deposited Shares are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal.

(b) If this Letter of Transmittal is completed in respect of Bluestone Shares deposited for the account of an Eligible Institution (as defined below), the signature is not required to be guaranteed.

(c) If this Letter of Transmittal is signed by a person other than the registered owner(s) of the Deposited Shares, or if the Rights Certificate representing CVRs, certificate(s) or DRS Advice representing Aura Shares or the cheque/wire representing Cash Consideration are to be issued to a person other than the registered owner(s):

(i) any deposited certificate(s) or DRS Advice for the Deposited Shares must be endorsed or be accompanied by an appropriate share transfer power of attorney duly and properly completed by the registered owner(s); and

(ii) the signature(s) on such endorsement or share transfer power of attorney must correspond exactly to the name(s) of the registered owner(s) as registered or as appearing on the certificate(s) and must be guaranteed as noted in Instruction 3 below.

3. Guarantee of Signatures

If this Letter of Transmittal is signed by a person other than the registered owner(s) of the Deposited Shares or if the Consideration is to be issued in a name other than the registered owner(s), such signature must be guaranteed by an Eligible Institution (see below), or in some other manner satisfactory to the Depositary (except that no guarantee is required if the signature is that of an Eligible Institution).

An "Eligible Institution" means a Canadian Schedule I chartered bank, a major trust company in Canada, a commercial bank or trust company in the United States, a member of the Securities Transfer Association Medallion Program (STAMP), a member of the Stock Exchange Medallion Program (SEMP) or a member of the New York Stock Exchange, Inc. Medallion Signature Program (MSP). Members of these programs are usually members of a recognized stock exchange in Canada or the United States, members of the Investment Industry Regulatory Organization of Canada, members of the Financial Industry Regulatory Authority or banks and trust companies in the United States.

4. Fiduciaries, Representatives and Authorizations

Where this Letter of Transmittal is executed by a person as an executor, administrator, trustee or guardian, or on behalf of a corporation, partnership or association or is executed by any other person acting in a representative capacity, this Letter of Transmittal must be accompanied by satisfactory evidence of the authority to act. Aura or the Depositary, at their discretion, may require additional evidence of authority or additional documentation.

5. Delivery Instructions

All Rights Certificate(s), certificate(s) or DRS Advice(s) and/or cheque(s) to be issued in exchange for the Deposited Shares will be issued in the name of the person indicated in Box B and delivered to the address indicated in Box B (unless Box A has been checked). If any Rights Certificate(s), certificate(s) or DRS Advice(s) and/or cheque(s) are to be held for pick-up at the offices of the Depositary, check the appropriate box. If neither Box A nor Box B is completed, any new Rights Certificate(s), certificate(s) or DRS Advice and/or cheque(s) issued in exchange for the Deposited Shares will be issued in the name of the registered holder of the Deposited Shares and will be mailed to the address of the registered holder of the Deposited Shares as it appears on the register of Bluestone. Any Rights Certificate(s), certificate(s) or DRS Advice and/or cheque(s) mailed in accordance with this Letter of Transmittal will be deemed to be delivered at the time of mailing.

Notwithstanding the foregoing, the Cash Consideration that a Bluestone Shareholder may be entitled to receive, if any, will be delivered by wire in accordance with the instructions in Box D if wire instructions are so provided.

6. Lost, Stolen or Destroyed Certificates

In the event any certificate(s) or DRS Advice which immediately prior to the Effective Time represented one or more outstanding Bluestone Shares that are ultimately entitled to Consideration shall have been lost, stolen or destroyed, upon the making of an affidavit or statutory declaration of that fact by the person claiming such certificate(s) or DRS Advice to be lost, stolen or destroyed and who was listed immediately prior to the Effective Time as the registered holder thereof on the securities registers maintained by or on behalf of Bluestone, the Depositary will deliver in exchange for such lost, stolen or destroyed certificate(s) or DRS Advice, a cheque representing the appropriate aggregate amount of Cash Consideration and/or certificate(s) or DRS Advice representing the appropriate aggregate amount of Share Consideration that such holder is entitled to receive in exchange for such lost, stolen or destroyed certificate(s) or DRS Advice, provided the holder to whom the Consideration is to be delivered shall, as a condition precedent to the delivery, give a surety bond satisfactory to Aura and the Depositary (acting reasonably) in such sum as Aura and the Depositary may direct and will indemnify Aura and the Depositary in a manner satisfactory to Aura and the Depositary, acting reasonably, against any claim that may be made against Aura or the Depositary with respect to the certificate(s) or DRS Advice alleged to have been lost, stolen or destroyed.

7. Return of Certificates

If the Arrangement does not proceed for any reason, any certificate(s) or DRS Advice representing Bluestone Shares received by the Depositary will be returned to you forthwith in accordance with your delivery instructions in Box A or Box B, or failing such address being specified, to the undersigned at the last address of the undersigned as it appears on the securities register maintained by or on behalf of Bluestone.

8. U.S. Shareholders and Backup Withholding

To prevent United States federal backup withholding tax from applying to a payment of the Cash Consideration and any payments in respect of the CVRs, each to the extent applicable, made to a U.S. Shareholder (or any person acting on behalf of a U.S. Shareholder) pursuant to the Arrangement, each U.S. person (as defined below) must provide his, her or its correct U.S. Taxpayer Identification Number, or TIN (or the TIN of the person on whose behalf you are acting), and certain other information, by completing the enclosed IRS Form W-9. If a completed IRS Form W-9 is not provided, or if the correct TIN is not provided on such form, or if any other information is not correctly provided, payments of the Cash Consideration and any payments in respect of the CVRs, each to the extent applicable, made with respect to the Bluestone Shares may be subject to backup withholding by the Depositary at the rate of 24%.

For the purposes of this Letter of Transmittal, "U.S. person" means: a beneficial owner of Bluestone Shares that, for United States federal income tax purposes, is (a) a citizen or resident of the United States, (b) a corporation, or other entity classified as a corporation for United States federal income tax purposes, that is created or organized in or under the laws of the United States or any state in the United States, including the District of Columbia or otherwise classified as a domestic corporation for U.S. federal income tax purposes, (c) an estate if the income of such estate is subject to United States federal income tax regardless of the source of such income, (d) a trust if (i) such trust has validly elected to be treated as a U.S. person for United States federal income tax purposes or (ii) a United States court is able to exercise primary supervision over the administration of such trust and one or more U.S. persons have the authority to control all substantial decisions of such trust, or (e) a partnership, limited liability company or other entity classified as a partnership for United States tax purposes that is created or organized in or under the laws of the United States or any state in the United States, including the District of Columbia.

If the enclosed IRS Form W-9 does not apply to a U.S. Shareholder because such holder is not a U.S. person for United States federal income tax purposes but provided a mailing address in the United States, such holder will instead need to submit a properly completed IRS Form W-8ECI, W-8IMY, W-8BEN or W-8BEN-E, as appropriate, signed under penalties of perjury. An appropriate IRS Form W-8 may be obtained from the Depositary or from the IRS website (www.irs.gov).

Backup withholding is not an additional United States income tax. Rather, the United States income tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If backup withholding results in an overpayment of taxes, a refund may be obtained provided that the required information is timely furnished to the IRS.

Certain persons (including, among others, corporations, certain "not-for-profit" organizations, and certain non-U.S. persons) are not subject to backup withholding.

The TIN for an individual United States citizen or resident is the individual's social security number or individual taxpayer identification number.

If a Bluestone Shareholder that is a U.S. person has not been issued a TIN and has applied for a TIN or intends to apply for a TIN in the near future, then such Bluestone Shareholder should write "Applied For" in Part I of the IRS Form W-9. A Bluestone Shareholder that is a U.S. person waiting for a TIN to be issued or has not specified a TIN in the completed IRS Form W-9 must provide a TIN within 60 days, otherwise payments of the Cash Consideration and any payments in respect of the CVRs, each to the extent applicable, made with respect to the Bluestone Shares may be subject to backup withholding of 24% by the Depositary.

Failure to furnish TIN - If you fail to furnish your correct TIN, you may be subject to a penalty of U.S.$50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

Each U.S. Shareholder is urged to consult his, her or its own U.S. tax advisor to determine whether such holder is required to furnish an IRS Form W-9, is exempt from backup withholding and information reporting, or is required to furnish an IRS Form W-8.

9. Privacy Notice

Computershare is committed to protecting your personal information. In the course of providing services to you and our corporate clients, we receive non-public personal information about you - from transactions we perform for you, forms you send us, other communications we have with you or your representatives, etc. This information could include your name, contact details (such as residential address, correspondence address, email address), social insurance number, survey responses, securities holdings and other financial information. We use this to administer a your account, to better serve your and our clients' needs and for other lawful purposes relating to our services. Computershare may transfer personal information to other companies located outside of your province within Canada, or outside of Canada that provide data processing and storage or other support in order to facilitate the services it provides. Where we share your personal information with other companies to provide services to you, we ensure they have adequate safeguards to protect your personal information as per applicable privacy laws. We also ensure the protection of rights of data subjects under the General Data Protection Regulation, where applicable. We have prepared a privacy code to tell you more about our information practices, how your privacy is protected and how to contact our Chief Privacy Officer. It is available at our website, www.computershare.com, or by writing to us at 100 University Ave, 8th Floor, Toronto, Ontario M5J 2Y1.

10. Payment Entitlement Pickup Locations

Entitlements may be picked up at the office of the Depositary. Pick-up instructions must be selected in Box A. Below is the applicable Depositary office location:

Toronto

Computershare Investor
Services Inc.
100 University Ave,
8th Floor, North Tower,
Toronto, Ontario M5J
2Y1

11. Miscellaneous

(a) If the space on this Letter of Transmittal is insufficient to list all separate registrations of Deposited Shares held by the same registered owner(s), the details of additional Deposited Shares may be included on a separate signed list affixed to this Letter of Transmittal.

(b) If Bluestone Shares are registered in different forms (e.g., "John Doe" and "J. Doe"), a separate Letter of Transmittal should be signed for each different registration.

(c) No alternative, conditional or contingent deposits of Bluestone Shares will be accepted. All depositing holders of Bluestone Shares by execution of this Letter of Transmittal or a facsimile of an originally signed facsimile copy hereof waive any right to receive any notice of the acceptance of deposited Bluestone Shares, except as required by applicable law.

(d) Additional copies of the Letter of Transmittal may be obtained from the Depositary at the address set out on the back of this Letter of Transmittal.

(e) All questions as to the validity, form, eligibility (including timely receipt) and acceptance of any Bluestone Shares deposited will be determined by Aura in its sole discretion. Depositing Bluestone Shareholders agree that such determination shall be final and binding. Aura reserves the absolute right to reject any and all deposits which it determines not to be in proper form or which may be unlawful to accept under the laws of any jurisdiction. Aura reserves the absolute right to waive any defects or irregularities in the deposit of any Bluestone Shares. No deposit of Bluestone Shares will be deemed to be properly made until all defects and irregularities have been cured or waived. There shall be no duty or obligation on Bluestone, Aura or the Depositary or any other person to give notice of any defects or irregularities in any deposit and no liability shall be incurred by any of them for failure to give such notice. Aura's interpretation of the terms and conditions of the Plan of Arrangement, the Circular and this Letter of Transmittal will be final and binding.

(f) Under no circumstances will any amount be paid by Aura or the Depositary by reason of any delay in exchanging any Bluestone Shares to any person on account of Bluestone Shares accepted in exchange for the Consideration pursuant to the Plan of Arrangement.

(g) Any questions should be directed to the Depositary at 1-800-564-6253 or by e-mail to corporateactions@computershare.com.

(h) The representations made by the Bluestone Shareholder in this Letter of Transmittal will survive the Effective Time.

(i) This Letter of Transmittal shall be governed by, and construed in accordance with, the laws of the Province of British Columbia and the federal laws of Canada applicable therein.

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The Depositary for the Arrangement is:

Computershare
Investor Services Inc.

By Registered Mail, Mail or Courier

Toronto

100 University Ave, 8th Floor,

Toronto, Ontario M5J 2Y1]
Attention: Corporate Actions

Inquiries

North American Toll Free: 1-800-564-6253
E-Mail: corporateactions@computershare.com

Any questions and requests for assistance may be directed by shareholders to the Depositary at the telephone
number and location set out above.

Delivery of this Letter of Transmittal to an address other than as set forth above does not constitute a valid delivery.