ROAD TOWN, British Virgin Islands, July 14, 2021 – Aura Minerals Inc. (TSX: ORA) (B3: AURA33) (“Aura” or the “Company”), announces that it was approved on July 13, 2021 an offering (the “Offering”) by its Brazilian subsidiary, Aura Almas Mineração S.A. (“Almas“), of R$ 400 million (or C$ 95,760,000) in aggregate principal amount of floating rate senior notes due 2026 (the “Notes“). The Notes will bear interest at a rate equal to the Brazilian Interbank Deposit Rate plus 4.35% per annum and will mature in up to 5 years from Notes Issue Date, that is, until July 13, 2026.
The Notes will be offered by Banco BTG Pactual S.A. by way of a public distribution with restricted efforts, pursuant to Brazilian Law No. 6,385, dated December 7, 1976, as amended (the “Brazilian Capital Markets Law”), and the Brazilian Securities Commission (Comissão de Valores Mobiliários, or the “CVM“) Instruction No. 476, dated January 16, 2009, as amended (“CVM 476”) and other applicable legal and regulatory provisions.
The Company also announces that, on the same date, Almas entered into a swap agreement with Banco BTG Pactual S.A. to hedge against interest rate fluctuations in the Notes to be issued pursuant to the Offering. Under the Swap terms, the Company will assume an asset position of R$ 400 million, receiving remunerative interest corresponding to 100% of the accumulated variation of the DI Rate, exponentially increased by a surcharge of 4.35% per year, and will pay the exchange variation of Brazilian Reais vs. US Dollars, plus a fixed linear rate of 5.84% per annum. The Swap operation has a principal and interest amortization schedule identical to the Notes’ principal and interest amortization schedule.
The Notes are secured by the fiduciary sale of Almas shares, pledge on the mineral rights of Almas and corporate guarantees from Aura Gold Mineração Ltda. and Mineração Apoena S.A. The Company will also provide a corporate guarantee in favor of the holders of the Notes within the scope of the Issuance.
The Company intends to use the net proceeds of the Offering on the development of the Almas Project, located in the State of Tocantins, Brazil, and/or for investment in the acquisition of assets or equity interests in other companies whose main activity is mining, as detailed on deed of issuance.
The transaction is expected to be settled by July 20, 2021.
THIS PRESS RELEASE IS NOT AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES. THE 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 NOTES 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 OF 1933.
The Offering is automatically exempted from the registration of public distribution by the CVM referred to in article 19 of the Brazilian Capital Markets Law, and pursuant to article 6 of CVM Instruction 476, and will be registered by the Brazilian Association of Financial and Capital Markets – ANBIMA (“ANBIMA”), pursuant to article 16 et seq. of the ANBIMA Code, upon submission of the documentation described in article 18, item V, of the ANBIMA Code, in the period of up to 15 days from the submission of the notice closing the Offer to CVM.
The Offering was not and will not be registered with the United States Securities and Exchange Commission and is not and will not be qualified under a prospectus in any province or territory of Canada.
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 SHARES AND 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 securities laws (collectively, “forward-looking statements”) which include, but are not limited to, the expected closing date for the Offering and the proposed use of the net proceeds for the Offering. Often, but not always, forward-looking statements can be identified by the use of words and phrases such as “plans,” “expects,” “is expected,” “budget,” “scheduled,” “estimates,” “forecasts,” “intends,” “anticipates,” or “believes” or variations (including negative variations) of such words and phrases, or state that certain actions, events or results “may,” “could,” “would,” “might” or “will” be taken, occur or be achieved.
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, which include, without limitation, copper and gold or certain other commodity price volatility, changes in debt and equity markets, the uncertainties involved in interpreting geological data, increases in costs, environmental compliance and changes in environmental legislation and regulation, interest rate and exchange rate fluctuations, general economic conditions and other risks involved in the mineral exploration and development industry. Readers are cautioned that the foregoing list of factors is not exhaustive of the factors that may affect the 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 call this 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 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 visit Aura’s website at www.auraminerals.com or contact:
President & CEO
 Based on the daily average rate of exchange published by the bank of Canada on July 12, 2021.