VANCOUVER, BRITISH COLUMBIA–(Marketwire – May 7, 2008) –
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Aura Minerals Inc. (TSX:ORA) (the “Company”) announced today that, subject to all necessary approvals, it is undertaking an overnight marketed “best efforts” private placement offering (the “Offering”) of subscription receipts (the “Subscription Receipts”) at an issue price to be determined in the context of the market to raise aggregate gross proceeds of $40 million. The Offering will be conducted through a syndicate of agents led by Canaccord Capital Corporation (the “Agents”). The Company has granted the Agents an agents’ option to purchase $20 million of additional Subscription Receipts, exercisable at any time up to 48 hours prior to the closing of the Offering. The Offering is subject to certain conditions, including regulatory approval.
The Offering will be priced in the context of the market with final terms of the Offering to be determined at the time of pricing. The Company intends to use the net proceeds of the Offering towards the acquisition of the Aranzazu Project in Mexico (the “Acquisition”), exploration, development and operation of the Company’s mineral projects, including the Aranzazu Project, and for general corporate working capital purposes.
Each Subscription Receipt will entitle the holder thereof to acquire at the Escrow Release Time (as defined herein), for no additional consideration and subject to adjustment, one (1) common share of the Company (each an “Underlying Share”). The Subscription Receipts will automatically convert into Underlying Shares at the Escrow Release Time, subject to the Company satisfying the Escrow Release Conditions (as herein defined) prior to the Final Escrow Deadline (as herein defined). The Subscription Receipts will only convert into Underlying Shares pursuant to the foregoing automatic conversion mechanism and will not be convertible upon any act by the holder.
Upon the closing of the Offering, 100% of the gross proceeds of the Offering will be deposited in escrow (the “Escrowed Funds”).
The Escrowed Funds will be released from escrow to the Company, net of Offering expenses, immediately prior to the closing of the Acquisition (the “Escrow Release Time”), provided that the following conditions (the “Escrow Release Conditions”) have been satisfied before the Escrow Release Time:
a) all conditions precedent to the closing of the Acquisition shall have been satisfied or waived to the satisfaction of the Agents, acting reasonably; and
b) to the extent required in accordance with the rules of the TSX, 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 either (i) the Escrow Release Conditions are not satisfied by the Escrow Release Time, or (ii) the closing of the Acquisition does not occur on or before 115 days after the Closing Date (the “Final Escrow Deadline”), the Escrowed Funds, plus any accrued interest earned thereon, shall be returned pro rata to each holder of the Subscription Receipts in exchange for that number of Subscription Receipts held by such holder.
The Offering is expected to close on or about May 29, 2008.
About Aura Minerals Inc.
Aura Minerals is a Canadian exploration company focused on the acquisition and development of mineral deposits in Brazil and the rest of the Americas. The Company’s most advanced exploration project, the Arapiraca Project in north-eastern Brazil, which was originally explored in the 1980’s and 1990’s for copper and gold, also contains magnetite (up to 50%) and nickel which have not yet been evaluated. The Company plans to evaluate the Arapiraca Project for copper, gold, nickel and iron ore, all of which can be readily extracted. The nearby infrastructure is excellent with ready access to electricity, water and shipping ports. Aura Minerals’ other projects are the Cumaru, the Inaja Greenstone Belt and the North Carajas claims in the Carajas Metallogenic Province of north-central Brazil.
For further information, please visit the Aura Minerals Inc.’s web site at www.auraminerals.com.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy any securities in the United States. The securities have not been registered under the U.S. Securities Act of 1933 and may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the U.S. Securities Act of 1933.
This news release contains forward-looking statements that are not historical facts. Forward-looking statements involve risks, uncertainties and other factors that could cause actual results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially from these forward-looking statements include those risks set out in Aura Minerals’ public documents filed on SEDAR at www.sedar.com. Although Aura Minerals believes that the assumptions and factors used in preparing the forward-looking statements are reasonable, undue reliance should not be placed on these statements, which only apply as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all. Aura Minerals disclaims any intention or obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.
No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.
For more information, please contact