NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Vancouver, BC – June 15, 2009 – Aura Minerals Inc. (TSX: ORA) (the “Company” or “Aura Minerals”) announced today that it has entered into an agreement with a syndicate led by Canaccord Capital Corporation (the “Underwriters”), which have agreed to purchase, on a bought deal private placement basis, 182,000,000 subscription receipts, (the “Subscription Receipts”) at a price of C$0.55 per Subscription Receipt for aggregate gross proceeds of C$100,100,000 (the “Offering”). The Company has granted the Underwriters an Underwriters’ option to purchase up to C$25,025,000 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 Company intends to use the net proceeds of the Offering to acquire from Yamana Gold Inc. (collectively, the “Acquisition”), the San Andrés Gold Mine located in Honduras (such Honduras property being hereinafter referred to as the “First Stage Property”) and the São Francisco and São Vicente Gold Mines located in Brazil (such Brazil properties being hereinafter referred to as the “Second Stage Properties”). Please refer to the Company’s
June 9, 2009 press release announcing the Acquisition.
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 later to occur of (i) the Escrow Release Time, and (ii) concurrent with the Prospectus Qualification (as herein defined), 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. The Subscription Receipts and the Underlying Shares will be subject to a four month hold period in Canada.
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 by the Company of the First Stage Property (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 of the First Stage Property, other than the payment of the cash portion of the purchase price for the acquisition of the First Stage Property, shall have been satisfied and there exists no inquiry, investigation or other proceeding of a regulatory nature that would prevent the closing of the Acquisition (other than jurisdiction-related regulatory requirements for the Second Stage Properties), or would prevent or restrict the trading in or the distribution of the common shares of the Company, the Underlying Shares or the common shares issuable in connection with the Acquisition; and
b) the Acquisition and the issue and listing of the common shares of the Company to be issued and listed in connection, therewith, shall have been approved by the Toronto Stock Exchange (“TSX”).
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 of the First Stage Property does not occur on or before the date that is 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, which will thereafter be cancelled.
If the Company fails to qualify the distribution of the Underlying Shares upon conversion of the Subscription Receipts (the “Prospectus Qualification”) within 45 days after the closing of the Offering, each Subscription Receipt will, subject to adjustment, thereafter be convertible for 1.05 Underlying Shares, in lieu of one (1) Underlying Share.
Pursuant to the Offering, there will be 182,000,000 common shares issuable, which, together with the 45,500,000 common shares issuable to the Underwriters’ option, will amount to 227,500,000 common shares. Pursuant to the Acquisition, there will be a total of 109,721,308 common shares issuable to Yamana Gold Inc., which, together with its current holdings of 7,000,000 common shares, will amount to 116,721,308 common shares, representing 13% of the then issued common shares assuming the issue of the 227,500,000 common shares pursuant to the Offering and the Underwriters’ option and the 109,721,308 common shares pursuant to the Acquisition and the issue of no other common shares. The maximum number of shares being issued pursuant to the Offering and the Acquisition is 337,221,308, representing 56.8% of the outstanding shares of the Company. Based on current publicly available information as to the holdings of insiders, none of the insiders of the Company, including the directors or officers of the Company, participated in the Offering. In accordance with the requirements of the TSX for shareholder approval for transactions pursuant to which greater than 25% of the outstanding shares of the Company will be issued, and relying on an exemption (Section 604(d)) of the TSX Company Manual) from the TSX requirement to obtain such shareholder approval at a meeting of the shareholders of the Company, the Company has sought and
received the written consent of a shareholder holding in excess of 52% of the issued shares of the Company approving of the Acquisition and the Offering, including all securities to be issued in connection therewith.
Concurrently with the closing of the acquisition of the First Stage Property, the Company intends to consolidate all of its common shares on the basis of a factor of one new common share for five existing common shares, subject to regulatory approval.
The Offering is expected to close on or about July 15, 2009.
About Aura Minerals Inc.
Aura Minerals is a Canadian resource company focused on the acquisition, exploration and development of mining properties in the Americas. In addition to the three newly acquired producing gold mines the Company owns the Aranzazu copper mine in Mexico and the advanced stage Arapiraca Project in north-eastern Brazil, which was originally explored in the 1980’s and 1990’s for copper and gold and includes the Serrote Deposit. The project also contains magnetite (up to 50%) and nickel and the Company plans to evaluate the Arapiraca Project for all four metals which can be readily extracted. The nearby infrastructure is excellent with ready access to electricity, water and shipping ports.
For further information, please visit Aura Minerals Inc.’s web site at www.auraminerals.com or contact:
Aura Minerals Inc.
President & Chief Executive Officer
Tel: (604) 669-4777
Fax: (604) 696-0212
No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. 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.