Not for distribution to United States newswire services or for dissemination in the United States
TORONTO, Canada – Aura Gold Inc. (the “Company” or “Aura Gold”) (TSX:ORA) is pleased to announce that it has closed the underwritten private placement offering (the “Offering”) of 126,000,000 subscription receipts (the “Subscription Receipts”) led by Canaccord Capital Corporation and a syndicate of underwriters including GMP Securities L.P., National Bank Financial Inc., Orion Securities Inc., Wellington West Capital Markets Inc. and Westwind Partners Inc. (collectively, the “Underwriters”). The Subscription Receipts were issued at a price of Cdn$0.80 per Subscription Receipt resulting in aggregate gross proceeds to the Company of Cdn$100,800,000.
Aura Gold plans to use the net proceeds of the Offering to advance the Arapiraca Project located in Brazil, for the exploration and development of the Company’s mineral projects, including the Arapiraca Project, and for general corporate working capital purposes. The acquisition of the Arapiraca Project by the Company (the “Acquisition”) is described in more detail in the press release of the Company dated April 3, 2007.
Upon closing of the Offering, 11% of the gross proceeds of the Offering (less the fees and expenses of the Underwriters on such amount) were delivered to the Company, while the remaining 89% of the gross proceeds (the “Escrowed Funds”) of the Offering were deposited into escrow.
The Escrowed Funds will be released from escrow to the Company (after deducting the applicable Underwriters’ commission) contemporaneously with the closing of the Acquisition, provided that the following conditions (the “Escrow Release Conditions”) have been satisfied:
a) all conditions precedent to the closing of the Acquisition shall have been satisfied or waived to the satisfaction of the Underwriter, acting reasonably; and
b) to the extent required in accordance with the rules of the Toronto Stock Exchange, the Acquisition and the issuance of the Underlying Shares pursuant to the Offering, shall have been approved by the shareholders of the Company.
In the event that, on or before August 25, 2007, (i) the Escrow Release Conditions are not satisfied, or (ii) the closing of the Acquisition does not occur, the Escrowed Funds, plus any accrued interest earned thereon, shall be returned pro rata to each holder of the Subscription Receipts in exchange 89% of the Subscription Receipts held by such holder.
This news release is intended for distribution in Canada only and is not intended for distribution to United States newswire services or dissemination in the United States. The securities being offered have not, nor will they be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from the U.S. registration requirements. This release does not constitute an offer for sale of securities in the United States.
About Aura Gold Inc.
Aura Gold Inc. (TSX:ORA) is a Canadian exploration company focused on the acquisition and development of mineral deposits in Brazil and South America. Aura Gold’s current projects are the Cumaru, the Inaja Greenstone Belt and the North Carajas Claims, which total approximately 600,000 hectares in the Carajas Metallogenic Province of north central Brazil. The planned acquisition and development of the Arapiraca gold/copper/iron ore project is part of an ongoing strategy to build Aura Gold into a mid-tier producer in the near term.
For further information, please visit the Aura Gold web site at www.auragoldinc.com or contact:
President & CEO
Vice President, Corporate Development