ROAD TOWN, British Virgin Islands, October 9, 2020 – Aura Minerals Inc. (TSX: ORA) (B3: AURA32) (the “Company” or “Aura”), further to the press release dated August 26, 2020, today announces that Arias Resource Capital Fund L.P., Arias Resource Capital Fund II (Mexico) L.P. and Arias Resource Capital Fund II L.P. (jointly, “ARC Fund”) and LF Ruffer Investment Funds – LF Ruffer Gold Fund (“Ruffer”), as selling shareholders and offerors (jointly, the “Selling Shareholders”) have released the notice to the market (aviso ao mercado) in connection with the secondary public offering of Brazilian depositary receipts (certificados de depósito de ações, or “BDRs”), issued by Itaú Unibanco S.A., as depositary, each BDR representing one share in the capital of the Company (each share of the Company, a “Share”), pursuant to Brazilian Law No. 6,385, dated December 7, 1976, as amended, Brazilian Securities Commission (Comissão de Valores Mobiliários, or the “CVM”) Instruction No. 332, dated April 4, 2000, as amended, CVM Instruction No. 400, dated December 29, 2003, as amended, the ANBIMA Code of Regulation and Best Practices for Structuring, Coordination and Distribution of Public Offers for Securities and Public Offers for the Acquisition of Securities (Código ANBIMA de Regulação e Melhores Práticas para Estruturação, Coordenação e Distribuição de Ofertas Públicas de Valores Mobiliários e Ofertas Públicas de Aquisição de Valores Mobiliários) and other applicable legal and regulatory provisions (the “Secondary Offering”), with XP Investimentos Corretora de Câmbio, Titulos e Valores Mobiliários S.A. as underwriter (the “Underwriter”).
The Secondary Offering will consist of, initially, 3,500,000 Shares (corresponding to approximately 4.9% of the total outstanding Shares on the date hereof) owned by the Selling Shareholders, in Brazil, exclusively in the form of BDRs, of which 2,100,000 BDRs will be offered by ARC Fund and 1,400,000 BDRs will be offered by Ruffer.
Pursuant to article 14, paragraph 2, of CVM Instruction 400, until the date of the announcement of the commencement of the Secondary Offering, the number of BDRs may, at the discretion of the Selling Shareholders, in common agreement with the Offering Coordinator, be increased by up to 20%, or up to 700,000 BDRs, representing 700,000 Shares, to be allocated by the Selling Shareholders in the same proportion as the BDRs to be initially offered by each Selling Shareholder.
In the context of the Secondary Offering, the Shares owned by the Selling Shareholders will be simultaneously offered in the secondary market in Canada, to be intermediated by a registered dealer in Canada (the “International Underwriter”), pursuant to an agreement to be entered into between the International Underwriter and the Underwriter (the “International Offering”). Within the scope of the International Offering, Shares may be offered as freely tradeable shares in the secondary market by the Selling Shareholders.
The Company will not receive any funds from the Secondary Offering.
The completion of the Secondary Offering and the conversion of the current sponsored level II BDR program to sponsored level III BDR program are respectively subject to the registration with or approval by the CVM. The BDRs are currently traded on the traditional securities trading segment of B3 S.A. – Brasil, Bolsa, Balcão (the “B3”) under the code “AURA32”, only among qualified investors (as defined in article 9-B of CVM Instruction No. 539, dated November 13, 2013, as amended). Upon the registration of the Secondary Offering by the CVM and the approval of the conversion of the current level II sponsored BDR program to the level III sponsored BDR program by the CVM, as of the business day following the release of the announcement of commencement (anúncio de início) of the Secondary Offering, the BDRs (including the BDRs of the Secondary Offering) will be traded in the traditional securities trading segment of B3 under the code “AURA33”, among all types of investors.
The other terms and conditions of the Secondary Offering are described and detailed in the notice to the market (aviso ao mercado) and in the preliminary prospectus of the Secondary Offering, which are available on the Company’s website (http://auraminerals.com/).
No BDRs under the Secondary Offering shall be offered or sold in Canada or to, or for the account or benefit of, a citizen or resident, or a corporation, partnership or other entity created or organized in or under the laws of Canada.
THIS PRESS RELEASE SHALL NOT CONSTITUTE AN ANNOUNCEMENT OF THE SECONDARY OFFERING, THE COMPLETION OF WHICH IS CONDITIONAL ON THE REGISTRATION BY THE CVM, AS WELL AS FAVORABLE CONDITIONS IN THE CAPITAL MARKETS.
THIS PRESS RELEASE IS NOT AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES. THE SECONDARY OFFERING HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT, OR ANY OTHER U.S. FEDERAL AND STATE SECURITIES LAWS, AND THE BDRS MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO U.S. INVESTORS, UNLESS THEY ARE REGISTERED, OR EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT.
THIS PRESS RELEASE IS PROVIDED FOR INFORMATION PURPOSES ONLY AND SHALL NOT, IN ANY CIRCUMSTANCES, BE CONSTRUED AS AN INVESTMENT RECOMMENDATION. THIS PRESS RELEASE SHALL NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF ANY OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THE BDRS IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL.
This press release contains “forward-looking information” and “forward-looking statements”, as defined in applicable Canadian securities laws (collectively, “forward-looking statements”) which include, but are not limited to, the completion of the Secondary Offering and the conversion of the current sponsored level II BDR program to sponsored level III BDR program.
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.
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.
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 name it 360° Mining.
Aura is a mid-tier gold and copper production company focused on the development and operation of gold and base metal projects in the Americas. The Company’s producing assets include the San Andres gold mine in Honduras, the Ernesto/Pau-a -Pique gold mine in Brazil, the Aranzazu copper-gold-silver mine in Mexico and the Gold Road gold mine in the United States. In addition, the Company has two additional gold projects in Brazil, Almas and Matupá, and one gold project in Colombia, Tolda Fria.
For further information, please contact:
President & CEO
305 239 9332