As filed with the Securities and Exchange Commission on June 6, 2025.

Registration No. 333-______

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

___________________________________

FORM F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
___________________________________

AURA MINERALS INC.
(Exact Name of Registrant as Specified in Its Charter)

___________________________________

British Virgin Islands

 

1000

 

N/A

(State or other jurisdiction of
incorporation or organization)

 

(Primary Standard Industrial
Classification Code Number)

 

(I.R.S. Employer
Identification Number)

c/o Aura Technical Services Inc.
3390 Mary St,
Suite 116, Coconut Grove,
Florida, 33133, United States
+1 (305) 239 9332
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

___________________________________

c/o Aura Technical Services Inc.
3390 Mary St,
Suite 116, Coconut Grove,
Florida, 33133, United States
+1 (305) 239 9332
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)

___________________________________

Copies to:

Manuel Garciadiaz

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, NY 10017

+1 (212) 450-4000

 

Donald Baker

John Guzman

White & Case LLP

1221 Avenue of the Americas

New York, NY 10020

+1 (212) 819-8200

___________________________________

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act.

____________

         The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant will file a further amendment which specifically states that this registration statement will thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement will become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

   

 

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The information in this preliminary prospectus is not complete and may be changed. We and the selling shareholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED          , 2025

PRELIMINARY PROSPECTUS

          Common Shares

Aura Minerals Inc.

(incorporated in the British Virgin Islands)

This is a public offering of common shares of Aura Minerals Inc. We are offering              common shares, and the selling shareholders identified in this prospectus are offering an additional              common shares. We will not receive any proceeds from the sale of common shares by the selling shareholders.

Our common shares are listed on the Toronto Stock Exchange, or the “TSX” under the ticker symbol “ORA”, and our Brazilian Depositary Receipts, or “BDRs” (each three BDRs representing one common share) are listed on the Brazilian Stock Exchange (B3 S.A. — Brasil, Bolsa, Balcão), or the “B3” under the ticker symbol “AURA33.” On              , 2025, the last reported sales price of our common shares on the TSX was C$              per common share (equivalent to approximately US$              per common share based on the exchange rate reported by the Bank of Canada on the same day) and on the B3 was R$             per BDR (equivalent to approximately US$             per BDR using the commercial selling rate for U.S. dollars as reported by the Central Bank of Brazil on the same day).

The price per common share in this offering will be determined by reference to the closing price of the common shares on the last TSX trading date prior to the pricing date.

We have applied to list our common shares on the Nasdaq Global Select Market under the symbol “AUGO.”

We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 and, as such, may elect to comply with certain reduced public company reporting requirements.

Investing in our common shares involves risks. See “Risk Factors” beginning on page 36 of this prospectus.

 

Per common
share

 

Total

Public offering price

 

US$

   

US$

 

Underwriting discounts and commissions

 

US$

   

US$

 

Proceeds, before expenses, to us(1)

 

US$

   

US$

 

Proceeds, before expenses, to the selling shareholders(1)

 

US$

   

US$

 

____________

(1)      See “Underwriting” for a description of all compensation payable to the underwriters.

The underwriters may also exercise their option to purchase up to an additional common shares from us and the selling shareholders, at the public offering price, less underwriting discounts and commissions, for 30 days after the date of this prospectus.

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

We expect to deliver the common shares against payment in New York, New York on or about          , 2025.

_____________________

Global Coordinators

BofA Securities

 

Goldman Sachs & Co. LLC

Joint Bookrunners

BTG Pactual

 

Itaú BBA

Co-Managers

Bradesco BBI

 

National Bank of Canada
Financial Markets

 

RBC Capital Markets

 

Scotiabank

The date of this prospectus is             , 2025.

 

Table of Contents

table of contents

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Page

Presentation of Financial and Other Information

 

iii

Scientific and Technical Information

 

ix

Prospectus Summary

 

1

The Offering

 

19

Summary Consolidated Financial and Other Data

 

21

Risk Factors

 

36

Special Note Regarding Forward-Looking Statements

 

65

Use of Proceeds

 

67

Dividend and Dividend Policy

 

68

Capitalization

 

69

Dilution

 

70

Market Information

 

71

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

73

Industry

 

101

Regulatory Overview

 

108

Business

 

120

Mining Properties

 

142

Management

 

234

Related Party Transactions

 

245

Principal and Selling Shareholders

 

246

Description of Shares

 

248

Common Shares Eligible for Future Sale

 

258

Taxation

 

259

Underwriting

 

264

Expenses of the Offering

 

271

Legal Matters

 

272

Experts

 

272

Change In Registrant’s Certifying Accountant

 

272

Enforceability of Civil Liabilities

 

273

Where You Can Find More Information

 

274

Index to Consolidated Financial Statements

 

F-1

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Through and including            , 2025 (the 25th day after the date of this prospectus), all dealers effecting transactions in our common shares, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.

___________________________________

This prospectus has been prepared by us solely for use in connection with the proposed offering of common shares in the United States and, to the extent described below, elsewhere. Neither we, the selling shareholders nor any of the underwriters have authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectuses we have prepared. Neither we, the selling shareholders nor any of the underwriters take responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the common shares offered

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hereby, and only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus or any applicable free writing prospectus is current only as of the date of this prospectus or of any such free writing prospectus, as applicable, regardless of its time of delivery or of any sale of our common shares.

Neither we, the selling shareholders nor any of the underwriters have taken any action that would permit a public offering of our common shares or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of our common shares and the distribution of this prospectus outside the United States and in their jurisdiction (including Canada and Brazil). However, we may make offers and sales outside the United States in circumstances that do not constitute a public offer or distribution under applicable laws and regulations.

___________________________________

Unless otherwise indicated or the context otherwise requires, all references in this prospectus to “Aura,” “Aura Minerals,” the “Company,” the “Issuer,” “we,” “our,” “ours,” “us,” “our group” or similar terms refer to Aura Minerals Inc., together with its consolidated subsidiaries.

We own or have rights to trademarks, service marks and trade names that we use in connection with the operation of our business, including our corporate name, logos and website names. Solely for convenience, some of the trademarks, service marks and trade names referred to in this prospectus are listed without the ® and ™ symbols, but we will assert, to the fullest extent under applicable law, our rights to our trademarks, service marks and trade names. Other trademarks, service marks and trade names appearing in this prospectus are the property of their respective owners.

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Presentation of Financial and Other Information

All references to “U.S. dollar,” “U.S. dollars” or “US$” are to U.S. dollars, the official currency of the United States, all references to “real,” “reais” or “R$” are to the Brazilian real, the official currency of Brazil, all references to “C$” or “Canadian dollars” are references to Canadian dollars, the official currency of Canada, all references to “MXN” or “Mexican Pesos” are to Mexicans Pesos, the official currency of Mexico and all references to “HNL” or “Honduran Lempira” are to Honduran Lempiras, the official currency of Honduras.

Consolidated Financial Statements

We maintain our books and records in U.S. dollars, the presentation currency for our financial statements and also our functional currency. See note 2 to our unaudited condensed interim consolidated financial statements and note 2 to our audited consolidated financial statements, each included elsewhere in this prospectus, for more information about our and our subsidiaries’ functional currency. Unless otherwise noted, our financial information presented herein as of March 31, 2025 and December 31, 2024 and for the three months ended March 31, 2025 and 2024 and as of and for the years ended December 31, 2024, 2023 and 2022 is stated in U.S. dollars, our reporting currency.

This prospectus includes financial information derived from our unaudited condensed interim consolidated financial statements as of March 31, 2025 and December 31, 2024 and for the three months ended March 31, 2025 and 2024, and the related notes thereto, or our “unaudited condensed interim consolidated financial statements,” and our audited consolidated financial statements as of and for the years ended December 31, 2024, 2023 and 2022, and the related notes thereto, or our “audited consolidated financial statements,” each of which are included in this prospectus. We refer to these financial statements and the related notes thereto collectively as our “consolidated financial statements.” Our unaudited condensed interim consolidated financial statements have been prepared in accordance with IAS 34 — Interim Financial Reporting, as issued by the International Accounting Standard Board or “IASB”. Our audited consolidated financial statements have been prepared in accordance with International Financial Reporting Standards — Accounting Standards or “IFRS Accounting Standards,” as issued by IASB

IFRS Accounting Standards differ in certain significant aspects in comparison with the generally accepted accounting principles in the United States, or “U.S. GAAP.”

Unless otherwise indicated, all references herein to “our consolidated financial statements,” “our unaudited condensed interim consolidated financial statements,” “our audited financial statements” or “our audited consolidated financial statements” are to the Aura Minerals consolidated financial statements, including the notes thereto, included elsewhere in this prospectus.

Implications of Being an Emerging Growth Company

As a company with less than US$1.235 billion in revenue during the last fiscal year, we qualify as an “emerging growth company”, as defined in the Jumpstart our Business Startups Act of 2012, or the “JOBS Act.” An emerging growth company may take advantage of specified reduced reporting and other burdens that are otherwise applicable generally to public companies. These provisions include an exemption from the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended, or the Sarbanes-Oxley Act, in the assessment of our internal control over financial reporting.

We may take advantage of these provisions for up to five years or such earlier time that we are no longer an emerging growth company. We would cease to be an emerging growth company if we have more than US$1.235 billion in annual revenue, have more than US$700 million in market value of our shares held by nonaffiliates or issue more than US$1.0 billion of nonconvertible debt over a three-year period.

We may choose to take advantage of some or all of these exemptions in future filings and if we do, the information that we provide shareholders may be different than you might get from other public companies in which you hold equity.

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In addition, under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards until such time as those standards apply to private companies. Given that we currently report and expect to continue to report under IFRS Accounting Standards, we will not be able to avail ourselves of this extended transition period and, as a result, we will adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required by the IASB.

Market Share and Other Information

We obtained the market and competitive position data, including market forecasts, used throughout this prospectus from internal surveys, market research, publicly available information and industry publications. These data are updated to the latest available information, as of the date of this prospectus. We have made these statements on the basis of information from third-party sources that we believe are reliable, such as the Brazilian Institute of Geography and Statistics (Instituto Brasileiro de Geografia e Estatística), the Central Bank of Brazil, the Mexican Institute of Statistics and Geography (Instituto Nacional de Estadística y Geografía) (INEGI), the Central Bank of Mexico (Banco de México), the Central Bank of Honduras, the World Gold Council, Wood Mackenzie, BHP Insights and S&P Global, among others.

Special Note Regarding Non-IFRS Accounting Standards Financial Measures

This prospectus presents our Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted EBITDA by segment, Net Debt, Adjusted Net Income, Cash costs per gold equivalent ounce sold, Cash costs per gold equivalent ounce sold by segment, Adjusted Capex and Adjusted Capex by segment, All in sustaining cash costs per gold equivalent ounce sold (AISC), All in sustaining cash costs per gold equivalent ounce sold by segment (AISC by segment), Adjusted Free Cash Flow and Cash Conversion and their respective reconciliations for the convenience of investors, which are “Non-IFRS Accounting Standards Financial Measures.”

We present Non-IFRS Accounting Standards Financial Measures when we believe that the additional information is useful and meaningful to investors. A Non-IFRS Accounting Standards Financial Measure is generally defined as one that purports to measure financial performance but excludes or includes amounts that would not be so adjusted in the most comparable IFRS Accounting Standards Measure. These Non-IFRS Accounting Standards Financial Measures are provided to enhance investors’ overall understanding of our current financial performance and our prospects for the future. Specifically, we believe the Non-IFRS Accounting Standards Financial Measures provide useful information to both management and investors by excluding certain expenses, gains and losses, as the case may be, that may not be indicative of our core operating results and business outlook.

The presentation of this non-IFRS Accounting Standards financial information, which is not prepared under any comprehensive set of accounting rules or principles, is not intended to be considered separately from, or as a substitute for, our financial information prepared and presented in accordance with IFRS Accounting Standards. Non-IFRS Accounting Standards Financial Measures have limitations in that they do not reflect all of the amounts associated with our results of operations as determined in accordance with IFRS Accounting Standards. These measures should only be used to evaluate our results of operations in conjunction with the corresponding IFRS Accounting Standards financial measures.

Adjusted EBITDA, Adjusted EBITDA Margin and Adjusted EBITDA by segment

We calculate Adjusted EBITDA and Adjusted EBITDA by segment as (Loss) profit for the year, plus income taxes, plus finance expenses, less other (expense) income, less Change in estimation for mine closure and restoration for properties in care & maintenance, plus depletion and amortization.

Other (expense) income is considered because it encompasses items that are not representative of our core business activities, such as fair value fluctuations of promissory notes and the disposal of assets from non-operational mines.

Change in estimation for mine closure and restoration for properties in care & maintenance is considered due to its non-cash effect. For further information, see note 17 to our audited financial statements included elsewhere in this prospectus.

We calculate Adjusted EBITDA Margin for a given year as Adjusted EBITDA divided by revenue for the respective year.

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Our management believes that Adjusted EBITDA, Adjusted EBITDA Margin and Adjusted EBITDA by segment are meaningful for investors as they help to provide additional information on our operating results and profitability, and because Adjusted EBITDA, Adjusted EBITDA Margin and Adjusted EBITDA by segment are meaningful for investors as they provide additional insight into our operating results and profitability. These metrics are commonly reported and widely used by analysts, investors and other interested parties in our industry to assess performance in the ordinary course of business. Adjusted EBITDA, Adjusted EBITDA Margin and Adjusted EBITDA by segment are Non-IFRS Accounting Standards Financial Measures. Adjusted EBITDA, Adjusted EBITDA Margin and Adjusted EBITDA by segment are not substitutes for their component IFRS Accounting Standards measures. Additionally, our calculations of Adjusted EBITDA, Adjusted EBITDA Margin and Adjusted EBITDA by segment may be different from the calculation used by other companies, including competitors in our industry, and may therefore not be comparable to similarly named metrics of other companies.

For a reconciliation of our Adjusted EBITDA, Adjusted EBITDA Margin and Adjusted EBITDA by segment to their component IFRS Accounting Standards Measures for the relevant year, see “Summary Consolidated Financial and Other Data — Reconciliation of Non-IFRS Accounting Standards Financial Measures.”

Net Debt

We calculate Net Debt as Loans and debentures (current) plus Loans and debentures (non-current) plus/(less) Derivative Financial Instrument (Swap — Aura Almas (Itaú Bank) and Swap — Aura Almas (BTG Bank)) less cash and cash equivalents less restricted cash.

The Derivative Financial Instrument (Swap — Aura Almas with Itaú Bank and Swap — Aura Almas with BTG Bank) are included in the Net Debt calculation because they were entered into to swap a specific debt (debenture) obligation entered by a subsidiary of the Company from Brazilian reais (the currency in which the debenture was issued) to U.S. dollars. In contrast, the gold derivatives are excluded from the Net Debt calculation as they were contracted with the goal of providing operating cashflow hedging and do not directly affect the Company’s debt position or financial leverage. Our management believes that Net Debt is meaningful for investors as it helps to provide additional information on our financial leverage, our ability to meet our debt obligations and our operational performance. Net Debt is also a measure commonly reported and widely used by analysts, investors and other interested parties in our industry to evaluate performance in the ordinary course of business.

Net Debt is a Non-IFRS Accounting Standards Financial Measure. Net Debt is not a substitute for its component IFRS Accounting Standards measures. Additionally, our calculations of Net Debt may be different from the calculation used by other companies, including competitors in our industry, and may therefore not be comparable to similarly named metrics of other companies.

For a reconciliation of our Net Debt to its component IFRS Accounting Standards Measures for the relevant date, see “Summary Consolidated Financial and Other Data — Reconciliation of Non-IFRS Accounting Standards Financial Measures.”

Adjusted Net Income

We calculate Adjusted Net Income as (Loss)/Profit for the year plus unrealized (loss)/gain with derivative gold collars minus deferred tax (deferred taxes over non-monetary items).

Unrealized (loss)/gain with derivative gold collars is considered, due to the following reasons:

        most of these collars are specifically designed for ongoing construction projects in order to protect the payback period; the Company does not enter in gold derivatives on an ongoing basis;

        the gains or losses are non-cash for each reporting period; and

        the fair value usually moves materially from year to year, correlated mostly with swings in gold spot prices, and the impact of such fair value changes do not reflect expected future profitability of the Company, since gold price increases drive immediate fair value losses in our financial statements (while future revenues are expected to increase) and gold price reductions drive immediate fair value gains in our financial statements (while future revenues would be expected to decrease).

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The unrealized (loss)/gain on derivative gold collars does not have a tax impact, as it is recognized within a holding company domiciled in a tax-exempt jurisdiction.

Deferred tax (deferred taxes on non-monetary items) is considered because it reflects an accounting adjustment for the consolidated financial statements, reflecting the difference between the Group’s functional currency and the local currency of the operational mines for non-monetary items, and it is a temporary difference that does not have an impact on cash and that does not reflect the operational mines profitability.

Our management believes that Adjusted Net Income is meaningful for investors as it helps to provide additional information on our operating results and profitability prior to considering the effects of certain items or events that vary widely among similar companies and is also a measure commonly reported and widely used by analysts, investors and other interested parties in our industry to evaluate performance in the ordinary course of business.

Adjusted Net Income is a non-IFRS Accounting Standards financial measure. Adjusted Net Income is not a substitute for its component IFRS Accounting Standards measures. Additionally, our calculations of Adjusted Net Income may be different from the calculation used by other companies, including competitors in our industry, and may therefore not be comparable to similarly named metrics of other companies.

For a reconciliation of our Adjusted Net Income to its component IFRS Accounting Standards Measures for the relevant year, see “Summary Consolidated Financial and Other Data — Reconciliation of Non-IFRS Accounting Standards Financial Measures.”

Cash costs per gold equivalent ounce sold and Cash costs per gold equivalent ounce sold by segment

We calculate Cash costs per gold equivalent ounce sold and Cash costs per gold equivalent ounce sold by segment as cost of goods sold less depletion and amortization divided by gold equivalent ounces sold.

Gold equivalent ounces, or “GEO,” is calculated by converting the production of silver and copper into gold using a ratio of the prices of these metals to that of gold. The prices used to determine the GEO are based on the weighted average price of silver and copper realized from sales at the Aranzazu Mine during the relevant period.

Our management believes that Cash costs per gold equivalent ounce sold and Cash costs per gold equivalent ounce sold by segment are meaningful for investors as they help to provide additional information on our performance with transparent insights into the direct and total costs associated with gold production. Cash costs per gold equivalent ounce sold and Cash costs per gold equivalent ounce sold by segment are also measures commonly reported in our industry to evaluate performance in the ordinary course of business.

Cash costs per gold equivalent ounce sold and Cash costs per gold equivalent ounce sold by segment are non-IFRS Accounting Standards Financial Measures. Cash costs per gold equivalent ounce sold and Cash costs per gold equivalent ounce sold by segment are not substitutes for their component IFRS Accounting Standards Financial Measures. Additionally, our calculations of Cash costs per gold equivalent ounce sold and Cash costs per gold equivalent ounce sold by segment may be different from the calculation used by other companies, including competitors in our industry, and may therefore not be comparable to similarly named metrics of other companies.

For a reconciliation of our Cash costs per gold equivalent ounce sold and Cash costs per gold equivalent ounce sold by segment to their component IFRS Accounting Standards Measures for the relevant date, see “Summary Consolidated Financial and Other Data — Reconciliation of Non-IFRS Accounting Standards Financial Measures.”

Adjusted Capex and Adjusted Capex by segment

We calculate Adjusted Capex and Adjusted Capex by segment as the sum of purchases of Property, plant and equipment related to the Minosa Mine, Apoena Mine, Aranzazu Mine and Almas Mine segments, deducted from purchases of Property, plant and equipment of these segments we define as expansion capex.

Expansion capex refers to specific projects recorded under our property, plant, and equipment accounts aimed at either: (i) expanding our mineral portfolio, such as the full or partial acquisition of new companies or mines, acquisition of new mineral rights or options to acquire such rights within existing projects and operations, and the acquisition or securing of access to land and properties intended for developing or opening new mines

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or pits within existing operations; or (ii) pre-stripping activities in existing or new mines that deliver economic benefits over a period exceeding 12 months; or (iii) increasing overall production capacity, including the construction of new mines and investments in the existing operations specifically intended to expand installed mining or plant throughput capacity.

Our management believes that Adjusted Capex and Adjusted Capex by segment are meaningful for investors, as they provide valuable insight for calculating other non-IFRS Accounting Standards Financial Measures and help reflect the total sustainable costs of producing GEO from current operations at current installed production capacities and current production throughout rates.

Adjusted Capex and Adjusted Capex by segment are not substitutes for their component IFRS Accounting Standards Financial Measures. Additionally, our calculation of Adjusted Capex and Adjusted Capex by segment may be different from the calculation used by other companies, including competitors in our industry, and may therefore not be comparable to similarly named metrics of other companies.

For a reconciliation of our Adjusted Capex and Adjusted Capex by segment to their component IFRS Accounting Standards Measures for the relevant year, see “Summary Consolidated Financial and Other Data — Reconciliation of Non-IFRS Accounting Standards Financial Measures.”

All in sustaining cash costs per gold equivalent ounce sold (AISC) and All in sustaining cash costs per gold equivalent ounce sold by segment (AISC by segment)

We calculate AISC and AISC by segment as the cost of goods sold less depletion and amortization, plus Adjusted Capex, plus general and administrative expenses from the Minosa Mine, Apoena Mine, Aranzazu Mine and Almas Mine segments less depreciation and amortization from the Minosa Mine, Apoena Mine, Aranzazu Mine and Almas Mine less care and maintenance expenses from the Minosa Mine, Apoena Mine, Aranzazu Mine and Almas Mine less corporate cost sharing expenses from the Minosa Mine, Apoena Mine, Aranzazu Mine and Almas Mine plus lease payments divided by gold equivalent ounces sold.

Expansion capex is deducted from AISC and AISC by segment. These are Non-IFRS Accounting Standards Financial Measures that are designed to reflect the costs associated with maintaining and sustaining current production levels. In contrast, expansion-related costs are considered growth or investment, rather than ongoing operational costs tied to maintaining existing production.

Care and maintenance expenses from the Minosa Mine, Apoena Mine Aranzazu Mine and Almas are excluded because they refer specifically to a portion of the Apoena Mine that is not in production, not part of the current production site complex and is currently held for sale. Corporate cost-sharing expenses from the Minosa Mine, Apoena Mine, Aranzazu and Almas Mine are excluded to provide a transparent view of the costs required to run and sustain operations at each site level, without the influence of corporate oversight costs; this approach also enhances comparability of operational efficiency across the company’s assets and with peer companies.

Our management believes that AISC and AISC by segment are meaningful for investors as they help to provide additional information on our performance and represent the total sustainable costs of producing gold from current operations. AISC and AISC by segment are also measures commonly reported in our industry to evaluate performance in the ordinary course of business.

AISC and AISC by segment are non-IFRS Accounting Standards Financial Measures. AISC and AISC by segment are not substitutes for their component IFRS Accounting Standards Financial Measures. Additionally, our calculations of AISC and AISC by segment may be different from the calculation used by other companies, including competitors in our industry, and may therefore not be comparable to similarly named metrics of other companies.

For a reconciliation of our AISC and AISC by segment to their component IFRS Accounting Standards Measures for the relevant year, see “Summary Consolidated Financial and Other Data — Reconciliation of Non-IFRS Accounting Standards Financial Measures.”

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Adjusted Free Cash Flow

We calculate Adjusted Free Cash Flow as net cash generated by operating activities less Adjusted Capex.

Our management believes that Adjusted Free Cash Flow is meaningful for investors as it helps to provide additional information on our underlying cash generation performance after accounting for the capital expenditures needed to maintain our current operations. Adjusted Free Cash Flow is widely used by analysts, investors and other interested parties in our industry to evaluate cash generation performance in the ordinary course of business.

Expansion capex is deducted from Adjusted Free Cash Flow as it is a Non-IFRS Accounting Standards Financial Measure designed to evaluate cash generation performance with maintaining and sustaining current production levels and provides additional information on our underlying cash generation performance. In contrast, expansion-related costs are considered growth or investment, rather than ongoing operational costs tied to maintaining existing production.

Adjusted Free Cash Flow is a Non-IFRS Accounting Standards Financial Measure. Adjusted Free Cash Flow is not a substitute for its component IFRS Accounting Standards Financial Measures. Additionally, our calculations of Adjusted Free Cash Flow may be different from the calculation used by other companies, including competitors in our industry, and may therefore not be comparable to similarly named metrics of other companies.

For a reconciliation of our Adjusted Free Cash Flow to its component IFRS Accounting Standards Financial Measures for the relevant year, see “Summary Consolidated Financial and Other Data — Reconciliation of Non-IFRS Accounting Standards Financial Measures.”

Cash Conversion

We calculate cash conversion as net cash generated by operating activities less Adjusted Capex divided by Adjusted EBITDA.

Our management believes that cash conversion is meaningful for investors as it helps to provide additional information on how quickly and efficiently we can turn out Adjusted EBITDA into actual cash flow. Cash conversion is widely used by analysts, investors and other interested parties in our industry to evaluate the ability to turn operating profits into actual cash flow in the ordinary course of business.

Expansion capex is deducted from cash conversion as it is a Non-IFRS Accounting Standards Financial Measure designed to evaluate the ability to turn operating profits into actual cash flow in the ordinary course of business and provides additional information on our underlying cash generation performance. In contrast, expansion-related costs are considered growth or investment, rather than ongoing operational costs tied to maintaining existing production.

Cash conversion is a Non-IFRS Accounting Standards Financial Measure. Cash conversion is not a substitute for its component IFRS Accounting Standards Financial Measures. Additionally, our calculations of cash conversion may be different from the calculation used by other companies, including competitors in our industry, and may therefore not be comparable to similarly named metrics of other companies.

For a reconciliation of our cash conversion to its component IFRS Accounting Standards Financial Measures for the relevant year, see “Summary Consolidated Financial and Other Data — Reconciliation of Non-IFRS Accounting Standards Financial Measures.”

Rounding

We have made rounding adjustments to reach some of the figures included in this prospectus. As a result, numerical figures shown as totals in some tables may not be an arithmetic aggregation of the figures that preceded them.

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Scientific and Technical Information

Cautionary Note Regarding Presentation of Mineral Reserve and Mineral Resource Estimates

This prospectus refers to estimated mineral reserves and mineral resources, including inferred mineral resources, indicated mineral resources, measured mineral resources, probable mineral reserves and proven mineral reserves. See “— Certain Definitions” for the definition of those terms.

The Mineral Reserve estimates were prepared in accordance with Subpart 1300 of Regulation S-K, or “S-K 1300,” using geostatistical and/or classical methods, plus economic and mining parameters appropriate to the deposit.

The estimates include mining dilution and mining recovery. Mining dilution and recovery factors vary with specific reserve sources and are influenced by several factors including deposit type, deposit shape and mining methods. The estimate of mineral reserves and mineral resources may be materially affected by environmental, permitting, legal, marketing, or other relevant issues.

Unless the context otherwise requires, all references in this prospectus to “qualified person(s)” are to qualified persons as defined in S-K 1300. Our disclosure relating to exploration results, mineral resources, mineral reserves and exploration targets is based on supporting documentation prepared by qualified persons. Technical report summaries for each of our material mining operations have been prepared by qualified persons, as described herein, and are included as exhibits to the registration statement of which this prospectus forms a part.

Qualified Persons Statement

Some scientific and technical information contained herein was derived from certain technical reports prepared by qualified persons. In particular:

        Information relating to the Aranzazu Mine is derived from the technical report summary, entitled “S-K 1300 Technical Report Summary on the Aranzazu Mine, Zacatecas, Mexico,” issued March 28, 2025, with an effective date of December 31, 2024, prepared by SLR Consulting (Canada) Ltd. SLR Consulting (Canada) Ltd is the qualified person under S-K 1300. The scientific and technical information related to the Aranzazu Mine contained in the S-K 1300 Report and reproduced in this prospectus has been approved by the qualified person. All scientific and technical information regarding Aranzazu Mine that is included in this prospectus, but not derived from our S-K 1300 Report, has been reviewed and approved by the qualified person.

        Information relating to the Minosa Mine is derived from the technical report summary, entitled “S-K 1300 Technical Report Summary, San Andres Mine, Department of Copan, Honduras,” issued March 28, 2025, with an effective date of December 31, 2024, prepared by SLR Consulting (Canada) Ltd. SLR Consulting (Canada) Ltd is the qualified person under S-K 1300. The scientific and technical information related to the Minosa Mine contained in the S-K 1300 Report and reproduced in this prospectus has been approved by the qualified person. All scientific and technical information regarding Minosa Mine that is included in this prospectus, but not derived from our S-K 1300 Report, has been reviewed and approved by the qualified person.

        Information relating to the Apoena Mine is derived from the technical report summary, entitled “Apoena Mine (EPP Complex) Mineral Resource and Mineral Reserve,” issued March 28, 2025, with an effective date of October 31, 2023, prepared by Porfirio Cabaleiro Rodriguez, Luiz Eduardo Campos Pignatari, Farshid Ghazanfari, Homero Delboni Junior, and Branca Horta de Almeida Abrantes as qualified persons under S-K 1300. Mr. Farshid Ghazanfari is the Geology and Mineral Resources Manager for the Company. The scientific and technical information related to the Apoena Mine contained in the S-K 1300 Report and reproduced in this prospectus has been approved by those qualified persons. All scientific and technical information regarding Apoena Mine that is included in this prospectus, but not derived from our S-K 1300 Report, has been reviewed and approved by those qualified persons.

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        Information relating to the Almas Mine is derived from the technical report summary, entitled “S-K 1300 Technical Report Summary, Almas Project, Tocantins State, Brazil,” issued April 10, 2025, with an effective date of December 31, 2024, prepared by SLR Consulting (Canada) Ltd. SLR Consulting (Canada) Ltd is the qualified person under S-K 1300. The scientific and technical information related to the Almas Mine contained in the S-K 1300 Report and reproduced in this prospectus has been approved by the qualified person. All scientific and technical information regarding Almas Mine that is included in this prospectus, but not derived from our S-K 1300 Report, has been reviewed and approved by the qualified person.

        Information relating to the Matupá Mine is derived from the technical report summary, entitled “Technical Report Summary on the Feasibility Study for the Matupá Gold Project, Matupá Municipality, Mato Grosso, Brazil,” issued March 28, 2025, with an effective date of August 31, 2022, prepared by F. Ghazanfari. P. Geo. (Aura Minerals), L. Pignatari, P.Eng. (EDEM, Consultants, Brazil), and H. Delboni Jr. P.Eng. (Independent Mining Consultant, Brazil) as qualified persons under S-K 1300. Mr. Farshid Ghazanfari is the Geology and Mineral Resources Manager for the Company. The scientific and technical information related to the Matupá Mine contained in the S-K 1300 Report and reproduced in this prospectus has been approved by those qualified persons. All scientific and technical information regarding Matupá Mine that is included in this prospectus, but not derived from our S-K 1300 Report, has been reviewed and approved by those qualified persons.

        Information relating to the Borborema Mine is derived from the technical report summary, entitled “Feasibility Study Technical Report for the Borborema Gold Project, Currais Novos Municipality, Rio Grande do Norte, Brazil,” issued March 28, 2025, with an effective date of January 31, 2023, prepared by B. Tomaselli B.Sc., FAusIMM (Deswik, Belo Horizonte, Brazil), SRK Consulting (U.S.), Inc., Denver, USA., F. Ghazanfari. P. Geo. (Aura Minerals), and H. Delboni Jr. P.Eng. (Independent Mining Consultant, Brazil) as qualified persons under S-K 1300. Mr. Farshid Ghazanfari is the Geology and Mineral Resources Manager for the Company. The scientific and technical information related to the Borborema Mine contained in the S-K 1300 Report and reproduced in this prospectus has been approved by those qualified persons. All scientific and technical information regarding Borborema Mine that is included in this prospectus, but not derived from our S-K 1300 Report, has been reviewed and approved by those qualified persons.

        Information relating to the Era Dorada Project is derived from the technical report summary, entitled “S-K 1300 Technical Report Summary Initial Assessment, Era Dorada Gold Project, Jutiapa, Guatemala,” issued June 6, 2025, with an effective date of December 31, 2024, prepared by Porfirio Cabaleiro Rodriguez, Kirkham Geosystems Ltd. and Dr. Homero Delboni Jr. as qualified persons under S-K 1300. Mr. Delboni Jr. is a Mining Engineer and Minerals Processing, Ph.D, in Minerals Processing and Chartered Professional (Metallurgy) of the Australasian Institute of Mining and Metallurgy (AusIMM #112813). The scientific and technical information related to the Era Dorada Project contained in the S-K 1300 Report and reproduced in this prospectus has been approved by those qualified persons. All scientific and technical information regarding Era Dorada Project that is included in this prospectus, but not derived from our S-K 1300 Report, has been reviewed and approved by those qualified persons.

Certain Definitions

The following is a glossary of certain industry and other defined terms used in this prospectus:

Almas” or “Almas Mine” is our gold mine located in the state of Tocantins, Brazil. It comprises three deposits: Paiol, Vira Saia, and Cata Funda — along with several exploration targets such as Nova Prata/Espinheiro, Jacobina, and Morro do Carneiro, spread across a total area of 191,100 hectares of mineral rights.

Apoena” or “Apoena Mine” is our mining complex located in the southwest of Mato Grosso state, near Pontes e Lacerda in Brazil, which consists of the following gold deposits: Lavrinha open-pit mine (“Lavrinha”), the Ernesto open-pit mine (“Ernesto”), the Japonês open-pit mine, the Nosde open-pit mine, and several other near mine open-pit prospects including Bananal North, Bananal South, Japonês West, and Pombinhas, among others.

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Aranzazu” or “Aranzazu Property” or “Aranzazu Mine” is our underground copper mine that produces gold and silver as a by-product. It is located within the Municipalities of Concepcion del Oro and Mazapil in the State of Zacatecas, Mexico, near the northern border with the State of Coahuila.

B3” means B3 S.A. — Brasil, Bolsa, Balcão, the Brazilian stock exchange located in São Paulo, Brazil.

BDRs” means our Brazilian Depositary Receipts, which are listed on the B3 under the symbol “AURA33”, each three BDRs representing one common share.

Beneficiation” means a variety of processes whereby extracted ore from mining is reduced to particles that can be separated into ore-mineral and waste, the former suitable for further processing or direct use.

Board” or “Board of Directors” means the board of directors of Aura Minerals Inc.

Borborema” is our open pit gold mine, located in the municipality of Currais Novos, Rio Grande do Norte state, in the northeast of Brazil.

Brazil” means the Federative Republic of Brazil and the phrase

Brazilian government” refers to the federal government of Brazil.

CAGR” means compound annual growth rate. CAGR is equal to the final amount divided by the initial amount, raised to the power of 1 divided by the number of years minus one and multiplied by 100 to convert the result to a percentage. Our historical growth rates do not guarantee future results, levels of activity, performance or achievements.

Central Bank of Brazil” means Banco Central do Brasil, or the Central Bank of Brazil.

CMN” means the Brazilian National Monetary Council (Conselho Monetário Nacional).

Concentration” means the physical, chemical or biological process to increase the grade of the metal or mineral of interest.

Constant Price” is a method of converting our copper and silver production or sales volume, today by-products from our Aranzazu Mine, into GEO based on fixed metal prices. This approach eliminates the impact of metal price fluctuations when comparing production or sales figures across different periods. Using constant prices allows for a consistent and meaningful comparison of gold equivalent production or sales over time. It ensures that differences in GEO production or sales between two periods reflect changes in actual physical metal production or metal sales, and not changes due to fluctuations in commodity prices among the periods. GEO at constant price for previous period, to be compared to GEO for current period, is copper production or sales volume previous period multiplied by copper prices current period plus silver production or sales volume for previous period multiplied by silver prices from current period divided by gold price for current period.

Copper” a reddish‐brown metallic element. Copper is highly conductive, both thermally and electrically. It is highly malleable and ductile and is easily rolled into sheet and drawn into wire.

Copper Concentrate” is material produced by concentration of copper minerals contained in the copper ore. It is the raw material used in smelters to produce copper metal.

CVM” means the Brazilian Securities Commission (Comissão de Valores Mobiliários).

Economically viable”, when used in the context of mineral reserve determination, means that the qualified person has determined, using a discounted cash flow analysis, or has otherwise analytically determined, that extraction of the mineral reserve is economically viable under reasonable investment and market assumptions.

Era Dorada is a gold deposit located in Jutiapa, Guatemala.

Exploration target” is a statement or estimate of the exploration potential of a mineral deposit in a defined geological setting where the statement or estimate, quoted as a range of tonnage and a range of grade (or quality), relates to mineralization for which there has been insufficient exploration to estimate a mineral resource.

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GEO” is calculated by converting the production of silver and copper into gold using a ratio of the prices of these metals to that of gold. The prices used to determine the GEO are based on the weighted average price of silver and copper realized from sales at the Aranzazu Mine during the relevant period.

Gold” is a precious metal sometimes found free in nature, but usually found in conjunction with silver, quartz, calcite, lead, tellurium, zinc or copper. It is the most malleable and ductile metal, a good conductor of heat and electricity and unaffected by air and most reagents.

IBGE” means Instituto Brasileiro de Geografia e Estatística, or the Brazilian Institute of Geography and Statistics.

Indicated Mineral Resource” is that part of a mineral resource for which quantity and grade or quality are estimated on the basis of adequate geological evidence and sampling. The level of geological certainty associated with an indicated mineral resource is sufficient to allow a qualified person to apply modifying factors in sufficient detail to support mine planning and evaluation of the economic viability of the deposit. Because an indicated mineral resource has a lower level of confidence than the level of confidence of a measured mineral resource, an indicated mineral resource may only be converted to a probable mineral reserve.

Inferred Mineral Resource” or “Inferred” is that part of a mineral resource for which quantity and grade or quality are estimated on the basis of limited geological evidence and sampling. The level of geological uncertainty associated with an inferred mineral resource is too high to apply relevant technical and economic factors likely to influence the prospects of economic extraction in a manner useful for evaluation of economic viability. Because an inferred mineral resource has the lowest level of geological confidence of all mineral resources, which prevents the application of the modifying factors in a manner useful for evaluation of economic viability, an inferred mineral resource may not be considered when assessing the economic viability of a mining project, and may not be converted to a mineral reserve.

Matupa” is our gold project located in the northern part of the state of Mato Grosso, Brazil and consists of three deposits: X1, Serrinhas (gold), and Guarantã Ridge (base metal).

Measured Mineral Resource” is that part of a mineral resource for which quantity and grade or quality are estimated on the basis of conclusive geological evidence and sampling. The level of geological certainty associated with a measured mineral resource is sufficient to allow a qualified person to apply modifying factors, as defined in this section, in sufficient detail to support detailed mine planning and final evaluation of the economic viability of the deposit. Because a measured mineral resource has a higher level of confidence than the level of confidence of either an indicated mineral resource or an inferred mineral resource, a measured mineral resource may be converted to a proven mineral reserve or to a probable mineral reserve.

Measured and Indicated or “M&I” Combination of Measured and Indicated mineral resources.

Mineral deposit(s)” is a mineralized body that has been intersected by a sufficient number of closely spaced drill holes and/or underground/surface samples to support sufficient tonnage and grade of metal(s) or mineral(s) of interest to warrant further exploration-development work.

Mineral reserve” is an estimate of tonnage and grade or quality of indicated and measured mineral resources that, in the opinion of the qualified person, can be the basis of an economically viable project. More specifically, it is the economically mineable part of a measured or indicated mineral resource, which includes diluting materials and allowances for losses that may occur when the material is mined or extracted.

Mineral resource” means a concentration or occurrence of materials of economic interest in or on the earth’s crust in such form, grade or quality, and quantity that there are reasonable prospects for economic extraction. A mineral resource is a reasonable estimate of mineralization, taking into account relevant factors such as cut-off grade, likely mining dimensions, location or continuity, that, with the assumed and justifiable technical and economic conditions, is likely to, in whole or in part, become economically extractable. It is not merely an inventory of all mineralization drilled or sampled.

Minosa” or “Minosa Mine” is our open-pit heap leach gold mine located in the highlands of western Honduras. The mine is situated in the municipality of La Union, Department of Copan, approximately 150 km southwest of the city of San Pedro Sula.

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MT” means million metric tons.

Mtpy” means million metric tons per year.

NSR” means Net Smelter Returns.

Open-pit mining” means a method of extracting rock or minerals from the earth by their removal from an open pit. Open-pit mines for extraction of ore are used when deposits of commercially useful minerals or rock are found near the surface; that is, where the overburden surface material covering the valuable deposit is relatively thin, or the material of interest is structurally unsuitable for underground mining.

Probable mineral reserves” means the economically mineable part of an indicated and, in some cases, a measured mineral resource.

Proven mineral reserves” means the economically mineable part of a measured mineral resource and can only result from conversion of a measured resource.

Probable and Proven” or “P&P” means the sum of Probable mineral reserves and Proven mineral reserves.

ROM” means Run-of-mine. Ore in its natural (unprocessed) state, as mined, without having been crushed.

São Francisco” is part of Apoena and is an open-pit heap leach gold mine located in the southwest of the state of Mato Grosso, Brazil, approximately 560 km west of Cuiaba, the state capital. This mine is currently under care and maintenance and held for sale.

Securities Act” means the U.S. Securities Act of 1933, as amended.

Silver” means a ductile and malleable metal used in photography, coins and medal fabrication, and in industrial applications.

Tolda Fria” is our gold project located in the department of Caldas, Colombia. The project has a total of 6,624 hectares in mineral rights and we are generating potential targets through early-stage exploration. This project is under care and maintenance.

Troy ounce” one troy ounce equals 31.103 grams.

TSX” means the Toronto Stock Exchange.

Underground mining” means mineral exploitation in which extraction is carried out beneath the earth’s surface.

United States” or “U.S.” means the United States of America.

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Prospectus Summary

This summary highlights selected information that is presented in greater detail elsewhere in this prospectus. This summary does not contain all of the information you should consider before investing in our common shares. You should read this entire prospectus carefully, including the sections titled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as well as our consolidated financial statements, and the notes thereto, included elsewhere in this prospectus, before deciding to invest in our common shares.

Overview

We are an Americas gold and copper production company with a significant portfolio of mining operations. Our mission is to deliver long-term value by unlocking operational efficiencies, responsibly growing our portfolio with a focus on return on invested capital, responsible mining practices and a commitment to sustainability. We operate with a decentralized culture, supported by a lean corporate team that ensures agile and dynamic management and decision-making processes, focused on high operational sustainability compliance standards.

We believe that our success as a gold and copper mining company is the result of a combination of strategic acquisitions, mine expansions and development and efficiency improvements. Backed by a traditional Brazilian family of seasoned gold-focused entrepreneurs and mine developers, as well as a new management team, we have undergone a significant transformation since 2016, enhancing our profitability, replenishing resources and even extending the life-of-mine (LOM) across our operating assets, while also facilitating inorganic expansion — consistently guided by a disciplined commitment to value creation and sustainable growth.

We have a track record of expanding and building new mines on-time and on-budget, with ramp-up capabilities, consistent cash flow generation and dividend payments while delivering an attractive return on investment. Our disciplined cost management ensures efficiency in reserve development while we strive to serve as the benchmark for operational security and excellence in project development. Strategically, we prioritize high-IRR (Internal Rate of Return) growth opportunities, balancing capital appreciation with reliable dividend distributions.

We currently operate four wholly-owned operating mines and one mine in ramp-up phase. Our operating mines are the Aranzazu copper-gold-silver mine in Mexico, the Apoena and Almas gold mines in Brazil and the Minosa gold mine in Honduras. Additionally, we own and operate the Borborema gold mine in Brazil, which is currently in its ramp-up phase and is expected to achieve commercial production by the third quarter of 2025.

In addition to our operating mines, our main development projects are the Era Dorada gold project in Guatemala and the Matupá gold project in Brazil. We have significant exploration potential, owning over 563,558 hectares of mineral rights, and we are currently advancing multiple near-mine and regional targets along with the Carajás (Serra da Estrela) copper project in the prolific Carajás region of Brazil.

____________

Notes:     To calculate last twelve months (LTM), we aggregate the results for the year ended December 31, 2024 with the results for the three months ended March 31, 2025 less the results for the three months ended March 31, 2024. The percentage amounts refer to the percent of revenue attributable to our products, country and mines, as applicable, for the LTM period ended March 31, 2025.

(1)           Includes provisional prices.

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In recent years, we have delivered growth, profitability and operational efficiency, reflecting our success and commitment to generating sustainable value. This is evidenced by our significant increase in net cash generated by operating activities and Adjusted Free Cash Flow in recent periods, reaching US$41.2 million and US$29.1 million, respectively, in the three months ended March 31, 2025 (with a cash conversion from Adjusted EBITDA of 35.7%) and US$222.2 million and US$178.2 million, respectively, in the year ended December 31, 2024 (with a cash conversion from Adjusted EBITDA of 66.8%). Concurrently, we have enhanced our shareholder returns through increased dividend distributions and share repurchase programs, resulting in a 7.9% dividend yield in the year ended December 31, 2024. We have been successful in acquiring, developing and optimizing mining assets, driving portfolio expansion and enhancing productivity across our operations.

Key Operational &
Financial Highlights

 

Unit

 

For the
twelve months
ended
March 31,
2025
(4)

 

For the
three months ended
March 31,

 

For the year ended
December 31,

2025

 

2024

 

2024

 

2023

 

2022

Production

 

GEO ‘000

 

259.1

 

 

60.1

 

 

68.2

 

 

267.2

 

 

235.9

 

 

243.0

 

Revenue

 

US$ millions

 

623.9

 

 

161.8

 

 

132.1

 

 

594.2

 

 

416.9

 

 

392.7

 

Gross profit

 

US$ millions

 

283.0

 

 

78.4

 

 

46.7

 

 

251.3

 

 

126.0

 

 

125.7

 

Operating Income

 

US$ millions

 

236.3

 

 

67.4

 

 

36.5

 

 

205.4

 

 

87.0

 

 

88.2

 

(Loss)/Profit for the year

 

US$ millions

 

(94.3

)

 

(73.2

)

 

(9.2

)

 

(30.3

)

 

31.9

 

 

66.5

 

Adjusted Net Income

 

US$ millions

 

87.7

 

 

30.2

 

 

11.2

 

 

69.2

 

 

62.4

 

 

79.6

 

Adjusted EBITDA

 

US$ millions

 

295.0

 

 

81.4

 

 

52.8

 

 

266.8

 

 

134.1

 

 

133.8

 

Adjusted EBITDA
Margin

 

%

 

47.3

%

 

50.3

%

 

40.0

%

 

44.9

%

 

32.2

%

 

34.1

%

Net cash generated by operating activities

 

US$ millions

 

237.5

 

 

41.2

 

 

25.9

 

 

222.2

 

 

124.9

 

 

96.4

 

Adjusted Free Cash
Flow(1)

 

US$ millions

 

192.4

 

 

29.1

 

 

13.5

 

 

178.2

 

 

80.4

 

 

57.5

 

Cash Conversion(2)

 

%

 

65.0

%

 

35.7

%

 

25.4

%

 

66.8

%

 

60.0

%

 

43.0

%

Cash Cost per gold equivalent ounce sold

 

(US$/GEO)

 

1,077

 

 

1,149

 

 

1,003

 

 

1,041

 

 

1,043

 

 

897

 

AISC

 

(US$/GEO)

 

1,361

 

 

1,461

 

 

1,287

 

 

1,320

 

 

1,325

 

 

1,118

 

Dividend Yield plus buybacks(3)

 

%

 

11

%

 

11

%

 

7.0

%

 

7.9

%

 

5.4

%

 

5.9

%

____________

(1)      Adjusted Free Cash Flow is calculated as net cash generated by operating activities less Adjusted Capex. See “Presentation of Financial and Other Information — Special Note Regarding Non-IFRS Accounting Standards Financial Measures” for additional information and “Summary Consolidated Financial and Other Data — Reconciliation of Non-IFRS Accounting Standards Financial Measures” for a reconciliation to the applicable IFRS Accounting Standards Financial Measure.

(2)      Cash Conversion is calculated as net cash generated by operating activities less Adjusted Capex divided by Adjusted EBITDA. See “Presentation of Financial and Other Information — Special Note Regarding Non-IFRS Accounting Standards Financial Measures” for additional information and “Summary Consolidated Financial and Other Data — Reconciliation of Non-IFRS Accounting Standards Financial Measures” for a reconciliation to the applicable IFRS Accounting Standards Financial Measure.

(3)      Including shares and BDR buybacks. We calculate dividend yield as the announced dividend per share divided by the TSX share price (converted to US$) on the announcement date (dividend yield = dividend per share/share price at announcement date). The buyback yield is calculated as the total value of shares repurchased in the period divided by the average market capitalization on a given year in each case using the TSX share price converted to US$ (buyback yield = buybacks reported/average market capitalization for a given year). The dividend yield + buyback yield is the sum of the dividend yield and the buyback yield for the reporting period.

(4)      To calculate the last twelve months (LTM) ended March 31, 2025, we aggregate the results for the year ended December 31, 2024 with the results for the three months ended March 31, 2025 less the results for the three months ended March 31, 2024.

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Company Description

Operations

Our asset base grants us access to diverse geological regions each with a long history of mining activities and with mining regulations that traditionally have been favorable to the mining sector. Our gold is commercialized in the form of bullions — mined, processed and refined by us — and concentrates to international blue-chip brokers, trading firms and refineries.

We believe that operating in several geographies, each of which are located within democratic countries, provides us with the advantage of diversifying our political, social and macroeconomic risks.

In the map below, we present the geographic footprint of our operating mines, development projects and exploration initiatives:

Assets in Operation and Ramp-up

Aranzazu — an underground copper mine operation, producing gold and silver as by-products, located within the Municipalities of Concepcion del Oro and Mazapil in the State of Zacatecas, Mexico, near its northern border with the State of Coahuila. The property is situated in a rugged mountainous area and can be accessed either from the city of Zacatecas, located 250 km to the southwest, or from the city of Saltillo, located 112 km to the northeast, in the State of Coahuila.

Apoena — a mining complex located in the southwest of the state of Mato Grosso, Brazil, near Pontes e Lacerda which consists of the following gold mines: the Lavrinha open-pit mine, or “Lavrinha,” the Ernesto open pit mine, or “Ernesto,” the Japonês open pit mine, the Nosde open pit mine and the near open-pit mine prospects Japonês Oeste, Pombinhas and several other potential prospects.

Minosa — an open-pit heap leach gold mine located in the highlands of western Honduras, in the municipality of La Union, Department of Copan, approximately 150 km southwest of the city of San Pedro Sula.

Almas — an open pit gold operation located in the state of Tocantins, Brazil, that consists of three deposits (Paiol, Vira Saia and Cata Funda) and several exploration targets, including Nova Prata/Espinheiro, Jacobina and Morro do Carneiro, a total area of 101,000 hectares of minerals rights.

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Borborema Project — a greenfield open pit gold project, located in the municipality of Currais Novos, Rio Grande do Norte state, in the northeast of Brazil. Aura completed a Feasibility Study in August 2023 for this project, which indicated anticipated production of 748,000 ounces of gold over an 11.3-year mine life, with possibilities for even greater output. This project has probable mineral reserves of 812,000 oz gold, and a mineral resource profile that consists of 63.7 Mt at average grades of 1.01 g/t for 2,077 koz of indicated mineral resources (inclusive of probable mineral reserves) and 10.9 Mt at average grade of 1.13 g/t for 393 koz of inferred mineral resources. We have undertaken initial measures to start obtaining permits to move a road which crosses a portion of the deposit. Upon the road’s successful relocation, there would exist the potential to convert additional indicated mineral resources into probable mineral reserves (in addition to the current probable mineral reserves), depending on certain factors, such as gold price and exchange rate, among others. We announced on March 27, 2025 the beginning of the ramp-up phase of Borborema, which we expect to reach commercial production during the third quarter of 2025.

The following table sets out a summary of our assets in operation and ramp-up:

 

Aranzazu

 

Minosa

 

Apoena

 

Almas

 

Borborema

Country

 

México

 

Honduras

 

Brazil

 

Brazil

 

Brazil

State/Province

 

Zacatecas

 

Copán

 

Mato Grosso

 

Tocantins

 

Rio Grande do Norte

LOM

 

9 years

 

4 years

 

4 years

 

10 years

 

11 years

Metals

 

Copper, gold, and silver

 

Gold (it also produces silver in small quantities)(4)

 

Gold (it also produces silver in small quantities)(4)

 

Gold

 

Gold

Stage

 

Operational

 

Operational

 

Operational

 

Operational

 

Ramp up

Mine Type

 

Underground

 

Open pit

 

Open-pit

 

Open pit

 

Open pit

Private Royalties or Streaming(1)

 

Yes (Royalty)

 

No

 

Yes (Royalty)

 

Yes (Royalty)

 

Yes (Royalty)

Economic Rights

 

100%

 

100%

 

100%

 

100%

 

100%

Production in year ended December 31, 2024 (GEO(2))

 

97,558 GEO

 

78,372 GEO

 

37,173 GEO

 

54,129 GEO

 

n.a.(3)

% of Revenue

 

33.1%

 

29.9%

 

37.0%

 

n.a.(3)

Production in three months ended March 31, 2025 (GEO(2))

 

20,456 GEO

 

17,654 GEO

 

8,876 GEO

 

13,101 GEO

 

n.a.

% of Revenue

 

31.1%

 

29.6%

 

39.3%

 

n.a.

Production in the last twelve months ended March 31, 2025

 

93,013 GEO

 

76,840 GEO

 

33,943 GEO

 

55,335 GEO

 

83,000 GEO(5)

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(1)      We consider “private royalties” to be those payments made to the owners of the properties that do not belong to the Company, as well as payments to some previous project owners, in accordance with the terms of each purchase agreement. We consider “streaming” to be the amortization of structured debt to be paid as a percentage of the NSR. We do not currently have any streaming agreements in place.

(2)      Copper and silver production are treated as Gold Equivalent ounce (GEO). GEO is calculated by converting the productions of silver and copper into gold using a ratio between the prices of these metals and gold. The prices used to calculate it at such proportions are based on the weighted average price of each of the metals obtained in sales of the Aranzazu unit during the reported period.

(3)      Borborema mine is in ramp-up phase.

(4)      The production volume of silver is not material.

(5)      Considers the full production capacity of 83k GEO per year, expected for the first three years of operation.

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Projects under Development

In addition, we hold 100% of the economic rights in the following projects:

        Matupá Project, or “Matupa” — a gold project located in the northern part of the state of Mato Grosso, Brazil which consists of three deposits: X1 (gold), Serrinhas (gold), and Guarantã Ridge (base metal). The main focus for exploration was the X1, a 350-meter-long deposit which resulted in a mineral resource. Matupá’s claims consist of multiple exploration targets, including a copper porphyry target, in a total area of 62,500 hectares of mineral rights. Two additional exploration prospects acquired in 2024 are being advanced nearby, which include the Pé Quente Project, located 34 km from X1. As of the date of this prospectus, there has been insufficient exploration to define a mineral resource, and it is uncertain if further exploration will result in the exploration prospects as being delineated as a mineral resource. A qualified person has not done sufficient work to validate historical data and historical estimates and has not reviewed or provided any opinion about the accuracy of the underlying data or any parameters used to estimate or calculate the historical estimates. In order to update or verify historical estimates, drilling in Pé Quente is in progress.

        Era Dorada Project, or “Era Dorada” or “Cerro Blanco” — a near-surface gold deposit located in Jutiapa, Guatemala. Era Dorada has two historical Feasibility Studies for either an open pit or an underground project. Within the Era Dorada Project, Aura also owns the Mita Geothermal project, which is an advanced-stage, renewable energy project licensed to produce up to 50 megawatts of power. Following our acquisition of Bluestone Resources, or “Bluestone,” we hold 100% of the interest in this project. On June 17, 2024, Bluestone received a notice from the Guatemalan Ministry of Environment (MARN) challenging the approval procedure for the open pit mining method at Era Dorada. In response, Bluestone has publicly stated its belief that the environmental permit amendment met and exceeded the applicable requirements.

Other Projects and Mines

        Aura Carajás, or the “Serra da Estrela Project” — a permitted exploration target of 9,805 hectares, located in the Carajás area of the state of Pará, Brazil. It includes mineralization targets of iron-copper-gold oxide, or “IOCG” deposits along a 6 km strike with nine historical boreholes, composing a total of 2,552 meters. Aura has acquired exploration rights and options to test continuity and economic grades in the target area.

        Tolda Fria Project, or “Tolda Fria” — a gold project located in the department of Caldas, Colombia. This project has a total of 6,624 hectares in rights minerals and we have been generating potential targets through early-stage exploration. Currently, this project is under care and maintenance.

        São Francisco Project, or “São Francisco” — part of Apoena, it is an open-pit gold mine and leaching located in the southwestern state of Mato Grosso, Brazil, approximately 560 km west of Cuiabá, the state capital. Currently, this mine is under care and maintenance.

For more detail on our mines, see “Mining Properties” and the technical reports included as exhibits to the registration statement of which this prospectus forms a part.

Competitive Strengths

Technically oriented team, Aura’s best asset

We are led by a senior management team of seasoned professionals with significant industry experience.

Our Board of Directors has complementary skills, from experience in the mining sector to entrepreneurial activities, with the Chairman of our Board and controlling shareholder, Paulo Brito having founded other companies that have become a global reference in the mining sector. Mr. Brito is a seasoned entrepreneur and mine developer who has founded and led several companies throughout his career. He was the founder and principal shareholder of Yamana Gold. In addition to Yamana, he established Mineração Santa Elina Indústria e Comércio S.A., a mining firm focused on the development, exploration, and research of various minerals. Among Mineração Santa Elina’s notable projects is Ligga, a high-grade iron ore deposit in Carajás, Brazil. Brito has also played a significant role

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in developing several other key mining projects, including Riacho dos Machados, Santa Luz, Fazenda Brasileira, Chapada, Serrote, and Mundial. These assets are now operated by industry leaders such as Vale, Lundin, Equinox, and others, reflecting his enduring impact on the global mining sector.

Subject to certain parameters set by our senior management, our local operations teams are empowered with the responsibility and authority to make the operational decisions at their respective mines. We believe that this structure contributes to a better dynamic of accountability, increased operational efficiency and professional development, and incentivizes innovation. This design allows our senior management to focus on the management of: (i) people, (ii) capital, (iii) performance, (iv) strategy, (v) compliance and controls, and (vi) growth, in addition to monitoring the main performance and safety indicators of our mines.

Our culture (Aura 360 Culture)

We are focused on mining in complete terms — thinking holistically on how our business impacts and benefits everyone around us: our company, our shareholders, our employees and the countries and communities we serve. Our culture is embodied in our mandala, which is built by three axes and three concentric hoops. The hoops represent our clients (outer hoop), values (middle hoop), and practices (inner hoop). This represents the common thread that brings us together, strengthening our business and making a positive contribution to shaping a better world, both for the present and the future.

We believe that we uphold high standards in ESG (environmental, social and governance) performance through our “Aura 360” initiative, which integrates ESG principles into every aspect of our operations. Examples of our commitment are the core of everything we do, and can be seen in our recent achievements, including zero lost-time accidents in 2023 across all operations, only one minor lost-time accident in 2024, and zero lost-time accidents in 2025 to-date, the use of predominantly renewable electricity in all of our business units, and numerous and impactful environmental and community initiatives aimed at creating positive and lasting impacts.

At Aura, growth and sustainability progress hand-in-hand. Our Aura 360 Culture embodies an innovative and decentralized management model, whereby each operation is empowered to make decisions aligned with our organization’s strategic objectives. The effectiveness of this approach has been recognized on a global scale.

For the second consecutive year, we have been awarded the Socially Responsible Company (ESR, for its acronym in Spanish) Seal for our operations in Mexico (Aranzazu) and Honduras (Minosa). This prestigious certification, conferred by the Mexican Centre for Philanthropy (CEMEFI, for its acronym in Spanish) and

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the Honduran Foundation for Corporate Social Responsibility (FUNDAHRSE, for its acronym in Spanish), acknowledges companies that exhibit a steadfast commitment to sustainable practices, positive social impact and responsible corporate governance.

Capital allocation focused on return on capital

Our investment approach focuses on selecting assets with the potential to maximize return on invested capital, as contrasted with pursuing sheer scale. Our strategy is to start smaller, manageable projects, systematically de-risk them and then apply the cash flows generated from each project to fund future growth. We believe that this disciplined, step-by-step approach enables sustainable expansion while maintaining strong capital efficiency. We leverage both our experienced, technically oriented team as well as local expertise.

____________

(1)      For each project, internal rate of return, or IRR is calculated using a discounted cash flow (DCF) model based on the projected cash flows over the project’s expected life of mine. Key inputs include: (a) initial capital investment (when applicable); (b) annual projected cash flows; (c) project life assumptions (based on the technical reports). For Matupá, it is based on the S-K 1300 Feasibility Study published on March 28, 2025 (d) considers the sensitivity analysis of 120% over the average selling price of US$1,667 used in the Matupa S-K 1300 Feasibility Study published on March 28, 2025; for Borborema, it is based on the S-K 1300 Feasibility Study published on March 28, 2025. The IRR considers a sensitivity analysis for multiple price scenarios, reflecting the recent hike and providing a more up-to-date basis compared to the latest technical reports. For Almas it is based on the S-K 1300 Feasibility Study published on April 10, 2025.

(2)      Only includes capitalized exploration expenses.

Diversified portfolio with a well-balanced mix of operating and development assets

We have a combination of both (i) established, profitable operating assets, most of which have the potential for future expansion, as well as (ii) development projects which we plan to convert into operating assets in the coming years. We believe that with the potential expansion of our current production combined with our new projects, we can deliver consistent value while sustainably growing our operations.

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Overall, our portfolio of operating assets is focused on gold production, supplemented with our copper production. We believe that gold has the additional advantage of serving as an inflation hedge owing to its supply scarcity and diverse use-cases, from a reserve asset commonly used to store value, to practical applications in jewelry and as a technology component.

Proven track-record of value creation through several sources

We have invested more than US$396 million of exploration and expansion capex since January 1, 2022 until March 31, 2025, increasing our mineral resources and reserves, returning US$218 million to our shareholders in dividends and buybacks since January 1, 2021.

Case Study: Aranzazu Turn-around

In January 2015, the Aranzazu operations were put in care and maintenance due to a combination of underperformance, higher costs and low copper prices.

In 2017, we reassessed this mine with new geology, metallurgy, geotechnical and a new feasibility study with a focus on the first 5 years, which life-of-mine was later expanded. In 2018, we implemented the planned changes and achieved commercial production by December of that year. Since then, numerous improvements have been made, including more selective mining methods, ground control for stope stability and dilution prevention, enhanced mine infrastructure to reduce operational interruptions, and better metallurgical controls and plant process adjustments to increase productivity and recoveries for all metals.

In 2021, we increased Aranzazu plant production capacity by 30% with a minimal investment in a plant that has been in operation for decades. As a result, Aura is now producing more than double the amount of copper concentrate at a lower cost compared to the period before the mine was placed in care and maintenance, achieving a life-of-mine of 10 years.

Case Study: Apoena

Apoena is an open-pit mine located in the State of Mato Grosso, Brazil. It was put in care and maintenance by Yamana due to underperformance and low life-of-mine before being acquired by Aura. Since Aura acquired it, significant improvements have been made in geological interpretation, structural analysis and geometallurgy. Additionally, the mining method was changed to maximize the deposit value by shifting from unproductive and high cost underground mining to a selective open pit mine.

After seven years of producing between 37,000 to 68,000 ounces per year, we now have an approximate additional seven years of life-of-mine due to our continuous and efficient exploration investments.

Case Study: Almas

Almas is Aura’s first greenfield project, which was developed on time (in only 16 months) and substantially on budget (US$77 million). The ramp-up was achieved in 2023 in just 5 months, operating commercially at 4,000 tpd (tons per day) with a recovery ratio above 90%.

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By the end of 2023, Almas was not only operating above its nominal capacity, but also embarked on an expansion to increase its capacity from 1.3 to 1.5 million tons.

In 2024, Almas had the lowest all in sustaining cash costs per gold equivalent ounce sold among all of Aura’s mines in production, and Almas’ production exceeded the expectation set out in its 2021 Feasibility Study.

Ability and commitment to deliver cash generation and high return on capital

We believe that Aura distinguishes itself as a fast-growing, cost-competitive, efficient and high cash generation miner when compared to the largest companies in the gold mining sector, resulting from our unique combination of disciplined capital allocation, operational excellence and our focus on value creation across all stages of our portfolio.

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____________

(1)      Median of top 5 largest gold mining companies by produced gold ounces in 2024, which consists of Newmont Corporation, Agnico Eagle Mines Limited, Barrick Gold Corporation, AngloGold Ashanti plc and Kinross Gold Corporation, or the “Top 5 Gold Mining Companies.”

(2)      Average of Top 5 Gold Mining Companies.

(3)      Operating Income as reported by each company.

(4)      Excludes Newmont Corporation and Kinross Gold Corporation, as they present outlier and non-recurring figures of 372% and 262%, respectively, as a result of transformational acquisitions (e.g. Newmont and Newcrest merger, announced in 2023).

(5)      Comparisons of Adjusted EBITDA are based on the Adjusted EBITDA as publicly reported by each of the Top 5 Gold Mining Companies. Adjusted EBITDA is a Non-IFRS Accounting Standards Financial Measure. Non-IFRS Accounting Standards Financial Measures do not have standard definitions and may be different from the calculations used by other companies, including competitors in our industry, and may therefore not be comparable to similarly named metrics of other companies. For instance for Adjusted EBITDA, (i) Aura calculates as (Loss) profit for the year, plus income taxes, plus finance expenses, less other (expense) income, less Change in estimation for mine closure and restoration for properties in care & maintenance, plus depletion and amortization, (ii) Newmont Corporation calculate as net income (loss) attributable to Newmont stockholders, net income (loss) attributable to noncontrolling interests, net (income) loss from discontinued operations, equity loss (income) of affiliates, income and mining tax expense (benefit), depreciation and amortization, interest expense, net of capitalized interest, loss on assets held for sale, impairment charges, one-off transaction and integrations costs, reclamation and remediation charges, change in fair value of investments and options, settlement costs, restructuring and severance, (gain) loss on asset and investment sales, gain on debt extinguishment, pension settlements, COVID-19 specific costs, and others (as reported in its 2024 annual report), (iii) AngloGold Ashanti plc calculate as profit (loss) before taxation, amortization of tangible, intangible and right of use assets, retrenchment costs at the operations, finance income, other gains (losses), care and maintenance costs, finance costs and unwinding of obligations, impairment and derecognition of assets, impairment of investments, profit (loss) on disposal of assets and investments, gain (loss) on early settlement of hedge contracts, fair value adjustments, repurchase premium and costs on settlement of issued bonds and the share of associates’ EBITDA (as reported in its 2024 earnings release), (iv) Barrick Gold Corporation calculate as net earnings, income tax expenses, net finance costs, depreciation, impairment changes (reversals) of non-current assets, acquisition/disposition gains, loss on currency translation, other expense adjustments, income tax expense, net finance costs, and depreciation from investees (as reported in its 2024 earnings release), (v) Agnico Eagle Mines Limited calculate as net income for the period, finance costs, income and mining tax expenses, amortization of property, plant and mine development, foreign currency translation loss (gain), loss (gain) on derivative financial instruments, impairment loss, environmental remediation, severance and transaction costs related to acquisitions, integrations costs, purchase price allocation to inventory, revaluation gain on one-off transactions, self-insurance for fire, net loss on disposal of properties, plant and equipment, and other (as reported in its 2024 annual report), and (vi) Kinross Gold Corporation calculates as operating earnings plus depreciation, depletion and amortization (as reported in its 2024 year end financial statements).

(6)      Comparisons of AISC are based on the AISC as publicly reported by each of the Top 5 Gold Mining Companies. AISC is a Non-IFRS Accounting Standards Financial Measure. Non-IFRS Accounting Standards Financial Measures do not have standard definitions and may be different from the calculations used by other companies, including competitors in our industry, and may therefore not be comparable to similarly named metrics of other companies. (i) For Aura, all in sustaining cash costs per gold equivalent sold (AISC) is calculated as the cost of goods sold less depletion and amortization, plus Adjusted Capex, plus general and administrative expenses from the Minosa Mine, Apoena Mine, Aranzazu Mine and Almas Mine segments less depreciation and amortization from the Minosa Mine, Apoena Mine, Aranzazu Mine and Almas Mine less care and maintenance expenses from the Minosa Mine, Apoena Mine, Aranzazu Mine and Almas Mine less corporate cost sharing expenses from the Minosa Mine, Apoena Mine, Aranzazu Mine and Almas Mine plus lease payments divided by gold equivalent ounces sold, (ii) Newmont Corporation calculates as cost applicable to sale, reclamation costs, advanced projects & exploration, general and administrative, other expenses, treatment and refining costs, sustaining capital, sustaining finance lease payments (as reported in its 2024 annual report), (iii) AngloGold Ashanti plc calculates as cost of sales, by-product revenue, realized other commodity contracts, amortization of tangible, intangible and right of use assets, adjusted for decommissioning and inventory amortization, corporate administration, marketing and related expenses, lease payment sustaining, sustaining exploration and study costs and total sustaining capital expenditure (as reported in its 2024 earnings release), (iv) Barrick Gold Corporation calculates as general and administrative costs, minesite exploration and evaluation costs, rehabilitation — accretion and amortization (operating sites) and minesite sustaining capital expenditures (as reported in its 2024 earnings release), (v) Agnico Eagle Mines Limited calculates as production costs, inventory adjustments, purchase price allocation to inventory, realized gains and losses on hedges of production costs, other, by-product metal revenues, sustaining capital expenditures (including capitalized exploration), general and administrative expenses (including stock option expense) and non-cash reclamation provision and sustaining leases (as reported in its 2024 annual report), and (vi) Kinross Gold Corporation calculates as production cost of sales, non-controlling interest production cost of sales, attributable silver revenue, general and administrative, other operating expense — sustaining, reclamation and remediation — sustaining, exploration and business development — sustaining, additions to property, plant and equipment — sustaining, lease payments — sustaining (as reported in its 2024 year end financial statements).

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(7)      Comparisons of Cash Conversion has been calculated by Aura for itself and for each of the Top 5 Gold Mining Companies (based on publicly available information reported by the Top 5 Gold Mining Companies) as net cash generated by operating activities less Adjusted Capex (or equivalent) divided by Adjusted EBITDA. For the Top 5 Gold Mining Companies, Adjusted EBITDA was calculated as described in footnote (5) above. Adjusted Capex (i) for Aura is calculated as purchases of property, plant and equipment related to the Minosa Mine, Apoena Mine, Aranzazu Mine and Almas Mine segments, deducted from purchases of property, plant and equipment we define as expansion capex, (ii) For Newmont Corporation, sustaining capital (as reported in its 2024 annual report) is used for the calculation as the equivalent of Adjusted Capex, (iii) for AngloGold Ashanti, sustaining capital expenditures (as reported in its 2024 earnings release) is used for the calculation as the equivalent of Adjusted Capex, (iv) for Agnico Eagle Mines Limited sustaining capital expenditures (as reported in its 2024 annual report) is used for the calculation as the equivalent of Adjusted Capex, (v) for Barrick Gold Corporation, minesite sustaining capital expenditures (as reported in its 2024 earnings release) is used for the calculation as the equivalent of Adjusted Capex, and (vi) for Kinross Gold Corporation, attributable sustaining capital expenditures (as reported in its 2024 annual report) is used for the calculation as the equivalent of Adjusted Capex. However, Adjusted EBITDA and Adjusted Capex are Non-IFRS Accounting Standards Financial Measures and do not have standard definitions and may be different from the calculations used by other companies, including competitors in our industry, and may therefore not be comparable to similarly named metrics of other companies.

(8)      For the purposes of this comparison, including shares and BDR buybacks for all companies. We calculate dividend yield of Aura and the Top 5 Gold Mining Companies as the announced dividend per share divided by the local share price (converted to US$) on the announcement date (dividend yield = dividend per share/share price at announcement date). The buyback yield is calculated as the total value of shares repurchased in the period divided by the average market capitalization on a given year in each case using the local share price converted to US$ (buyback yield = buybacks reported/average market capitalization for a given year). The dividend yield + buyback yield is the sum of the dividend yield and the buyback yield for the reporting period.

Robust and consistent dividend payer in the mining sector

Aura distinguishes itself as a consistent and attractive dividend payer in the global metals and mining industry, returning an aggregate US$218 million to its shareholders through both dividends and share buybacks since January 1, 2021. The table below sets out the historical dividends paid and share buybacks by Aura:

____________

Notes:     Includes shares and BDR buybacks. We calculate dividend yield as the announced dividend per share divided by the TSX share price (converted to US$) on the announcement date (dividend yield = dividend per share/share price at announcement date). The buyback yield is calculated as the total value of shares repurchased in the period divided by the average market capitalization on a given year in each case using the TSX share price converted to US$ (buyback yield = buybacks reported/average market capitalization for a given year). The dividend yield + buyback yield is the sum of the dividend yield and the buyback yield for the reporting period.

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Backed by a disciplined capital allocation strategy, strong cash flow generation and a focus on high-return projects, we have established a distribution track record that reflects our commitment to delivering value to our shareholders.

Growth Strategies

Continue improving efficiencies in our mining operations.

____________

(1)      Borborema average of production for the first three years based on the NI 43.101 Feasibility Study Report dated on October 5, 2023.

(2)      Matupá average of production for the first four years based on the NI 43.101 Feasibility Study Report dated on November 18, 2022.

(3)      The Mineração Serra Grande acquisition is subject to the fulfilment of certain conditions precedent. See “— Recent Developments — Acquisition of Mineração Serra Grande S.A.” and “Risk Factors — Risks Relating to the MSG Acquisition.”

Focus on growing mineral reserves and mineral resources and LOM expansion through investments in geology and acquisitions, and with additional exploration potential

We have been successful in expanding our mineral resources and mineral reserves. Despite the increase in our production, our additional resources and reserves have comfortably more than replaced the depleted GEO from production. Since 2018, we have delivered 113% production growth (from 112 kGEO for the 12 months ended December 31, 2018 to 259 kGEO for the 12 months ended March 31, 2025) through operational efficiencies, development and inorganic expansion while maintaining attractive exploration upside at competitive costs. We have witnessed a significant increase in our mineral resource and mineral reserve base, through a combination of efficient geological exploration campaigns (for example, 100,000 meters of drilling in 2024) and acquisitions (for example, our acquisition of Borborema).

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With over 563,558 hectares in our portfolio and our historically low discovery costs, we have the potential to keep adding mineral resources and mineral reserves and expanding the life-of-mine in most of our operations and projects.

Capitalize on inorganic opportunities in a discipline fashion

We have a solid track-record of acquiring and optimizing operating mines in a value accretive way. We target assets that align with our long-term goals, complementing our existing portfolio and offering potential synergies and operational improvements. We adopt a disciplined approach of undertaking a rigorous due diligence process on the technical, environmental and financial characteristics of target assets, to determine if the proposed investment is within the scope of our expertise.

We are continuously evaluating available opportunities in the market, having recently acquired Borborema in 2022 and Bluestone (Era Dorada) in January 2025.

Recent Developments

Announcement of Dividend

On May 5, 2025, we declared the payment of a dividend of US$0.40 per common share (approximately US$30 million in total), which exceeded the minimum set by our Dividend Policy (as defined below).

Acquisition of Mineração Serra Grande S.A.

On June 2, 2025, we announced that through a wholly owned subsidiary we entered into a definitive agreement, or the “Purchase Agreement” with AngloGold Ashanti plc, or “AngloGold”, through its subsidiary AngloGold South America Limited, pursuant to which we agreed to acquire from AngloGold all of the issued and outstanding shares of Mineração Serra Grande S.A., or “MSG”, the owner and operator of the Mineração Serra Grande gold mine located in Crixás, in the state of Goiás, Brazil, or the “MSG Acquisition”. In consideration for the MSG Acquisition, we will pay to AngloGold: (i) upfront cash consideration of US$76 million on closing, subject to customary working capital adjustments as at the closing date; plus (ii) deferred consideration payments equivalent to a 3% net smelter returns participation over the currently identified mineral resources of MSG (inclusive of the mineral reserves) payable quarterly, in each case, subject to the satisfaction of certain conditions as set forth in the Purchase Agreement.

MSG is a gold producer located about 5 km from the city of Crixás. MSG’s operations comprise three mechanized underground mines, namely Mina III, Mina Nova and Mina Palmeiras, and an open pit, with one dedicated metallurgical plant with an annual capacity of 1.5Mt where all ore mined is treated. According to information disclosed publicly by AngloGold, in 2024, MSG produced 80 kOz of gold (2023: 86 kOz) and over 3 million Oz since 1998 with a peak production of 193,000 Oz in 2006, underscoring its significant potential.

AngloGold’s existing Mineral Resource and Mineral Reserve Report dated as of December 31, 2024, disclosed total measured and indicated resource of 10.75 Mt gold, at an average grade of 3.14 g/t gold for 1.08 Moz of gold, along with inferred mineral resources of 12.95 Mt gold at an average grade of 3.39 g/t for 1.4 Moz of gold. We consider the reported mineral resources and reserves as historical estimates and have not verified them as current estimates. The report was prepared before we entered into the Purchase Agreement to acquire MSG and we are unable to update the estimates prior to the completion of the relevant transaction. A qualified person engaged by the Company has not done sufficient work to classify the historical estimates as a current estimate of mineral resources, mineral reserves, or exploration results under S-K 1300 or comment on the reliability of the historic resources or what work needs to be done to upgrade or verify the historical estimates as current. In addition, we cannot confirm if such classifications are compatible with, or directly comparable to, the requirements of S-K 1300, or give any assurance that such estimates will be confirmed once we have verified them or will not change in the future.

We believe that MSG has a rich resource base, which we believe we can exploit in a profitable manner. We believe there is potential intrinsic value, which we could unlock given our focus on operations of similar scale in one of our core jurisdictions, Brazil, our proven turnaround history (e.g., Apoena and Aranzazu) and our team with previous knowledge of the Serra Grande gold mine. We believe that this is the right time to incorporate MSG

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into our portfolio, after the conclusion of Almas’ operation ramp-up and Borborema’s construction completion, joining our recently acquired asset in Guatemala, Era Dorada, and reinforcing our agenda to identify and acquire strategic assets with potential of value creation and return on capital.

The MSG Acquisition excludes certain current subsidiaries of MSG, which hold assets that do not form part of MSG’s mining operations or mineral resources and mineral reserves. These subsidiaries will be spun off from MSG prior to closing of the MSG Acquisition, or the “MSG Subsidiaries Transfer”. The MSG Acquisition remains subject to the fulfilment of certain conditions precedent, including, among others:

        anti-trust approval from the Brazilian antitrust authorities (Conselho Administrativo de Defesa Econômica — CADE);

        the completion by AngloGold of an ongoing decommissioning of a legacy tailings dam storage facility, to the satisfaction of an inspector selected by the Company;

        the completion of the MSG Subsidiaries Transfer; and

        no material adverse event occurring prior to closing.

We intend to use a portion of the net proceeds of this offering to finance the upfront cash consideration component of the MSG Acquisition. See “Use of Proceeds.” However, this offering is not contingent on the consummation of the MSG Acquisition, nor is the MSG Acquisition contingent on the consummation of this offering.

Subject to satisfaction of the conditions, the closing of the MSG Acquisition is expected to occur by the third quarter of 2025, and in any case before the end of 2025.

However, we may not realize the anticipated benefits of the MSG Acquisition, including targeted cost synergies. See “Risk Factors — Risks Relating to the MSG Acquisition.” Additionally, the MSG Acquisition is subject to risks and the conclusion of the transaction remains subject to the satisfaction or waiver of precedent closing conditions. The Purchase Agreement includes customary termination provisions for both us and the seller, including the right of either party to terminate the Purchase Agreement if certain conditions are not satisfied by the end of the determined long stop date.

Risk Factors

Investing in our common shares involves risks. You should carefully consider the risks described in “Risk Factors” before making a decision to invest in our common shares. If any of these risks actually occur, our business, financial condition or results of operations would likely be materially adversely affected. In such case, the trading price of our common shares would likely decline, and you could lose all or part of your investment. The following is a summary of some of the principal risks we face:

Summary of Risks Relating to Our Business and Industry

        Our business is subject to market fluctuations, including fluctuations in gold and copper prices, and is dependent on our ability to discover commercial quantities of minerals.

        Our business is exposed to the cyclicality of global economic activity and requires significant investments of capital.

        Our actual costs may significantly exceed the estimated costs and economic returns estimated in our preliminary economic assessments and feasibility studies.

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        Failure to achieve production estimates could have a material adverse impact on our future cash flows, profitability, results of operations and financial conditions.

        Capital and operating cost estimates made in respect of our mines and development projects may be significantly lower than actual capital and operating costs.

        Our mineral reserve and resource estimates may be materially lower from the volume of materials that we are actually able to recover; our estimates of mine life may be materially lower than actual mine life; more stringent regulations, market price fluctuations and changes in operating and capital costs may render certain mineral reserves and resources uneconomical to mine.

        We may not be able to replenish our mineral reserves.

        Delays in the performance of any of the contractors, suppliers, consultants or other persons on which we are dependent in connection with our construction activities, delay in or failure to receive the required governmental approvals and permits in a timely manner or on reasonable terms or termination of any required approvals or permits, or a delay in or failure in connection with the completion and successful operation of the operational elements of new mines could delay or prevent the construction and start-up of new mines.

Summary of Risks Relating to the MSG Acquisition

        Completion of the MSG Acquisition is subject to conditions, including certain terms that may not be satisfied or completed on a timely basis or at all.

        We may not realize the benefits anticipated from the MSG Acquisition, which could adversely affect the price of our common shares.

Summary of Risks Relating to the Countries in Which We Operate

        We are subject to risks relating to our significant presence in Latin America, which has experienced, and may continue to experience, adverse economic or political conditions that may materially adversely impact our business, financial condition and results of operations.

        Illegal activity in the countries in which we operate could negatively impact our reputation and results of operations.

        Developments and the perceptions of risks in other countries, including other emerging markets, the United States and Europe, may harm the economies of the countries in which we operate and sell our products and the price of our common shares.

        Exchange rate volatility in the countries which we conduct operations could materially adversely affect our financial condition and results of operations.

        Disruption or volatility in global financial and credit markets could adversely affect the financial and economic environment in the countries in which we operate, most notably Brazil, Mexico, Honduras and Guatemala which could have a material adverse effect on our business, financial condition and results of operations.

        Governments have exercised, and continue to exercise, significant influence over the economies in which we operate. This influence, as well as political and economic conditions in the countries in which we operate, could have a material adverse effect on our business, financial condition and results of operations and the price of our common shares.

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Table of Contents

        Infrastructure and workforce deficiencies in the countries in which we operate may impact economic growth and have a material adverse effect on our business, financial condition and results of operations.

        Inflation, government efforts to control inflation and changes in interest rates may hinder the growth of the economies of the countries in which we operate and could have a material adverse effect on us.

Summary of Risks Relating to Our Common Shares and the Offering

        We have broad discretion in the use of the net proceeds from this offering and may not use them effectively.

        As a foreign private issuer, we have different disclosure, Nasdaq corporate governance standards and other requirements than U.S. domestic registrants.

        We may lose our foreign private issuer status which would then require us to comply with the Exchange Act’s domestic reporting regime and cause us to incur significant legal, accounting and other expenses.

        As an “emerging growth company” (as defined in the JOBS Act), we will have reduced disclosure and other requirements that are different than U.S. domestic registrants and non-emerging growth companies.

        If securities analysts do not publish research or reports about our business or if they downgrade our common shares or securities issued by other companies in our sector, the price and trading volume of our common shares could decline.

        An active trading market for our securities may not be sustained, and investors may not be able to resell our common shares at or above the price for which they purchased such securities.

        The market price of our equity securities may be volatile, and your investment could suffer or decline in value.

        The economic value of your investment may be diluted.

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Table of Contents

Our Corporate Structure

The following structure chart sets out our significant subsidiaries.

17

Table of Contents

Corporate Information

Our corporate name is Aura Minerals Inc. and our commercial name is Aura. Our registered office is located at Craigmuir Chambers, Road Town, Tortola, VG1110, British Virgin Islands. We maintain a head office through our wholly owned subsidiary Aura Technical Services Inc., at 3390 Mary St, Suite 116, Coconut Grove, Florida, 33133. Our telephone number is +1 (305) 239 9332, and our website is https://www.auraminerals.com/. The information contained on our website, any website mentioned in this prospectus, or any website directly or indirectly linked to these websites is not part of, and is not incorporated by reference in, this prospectus. The U.S. Securities and Exchange Commission, or the “SEC” maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The SEC’s website is http://www.sec.gov.

Emerging Growth Company Status

We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”). As such, we may take advantage of reduced disclosure obligations and certain exemptions from requirements that are otherwise generally applicable to public companies, including:

        an exemption to have only two years of audited financial statements and related financial disclosure;

        an exemption from the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended (the “Sarbanes-Oxley Act”) with respect to our internal control over financial reporting;

        reduced disclosure about our executive compensation arrangements in our periodic reports, proxy statements and registration statements; and

        an exemption from the requirements of holding non-binding advisory votes on executive compensation and golden parachute arrangements.

We may take advantage of these provisions until the last day of the fiscal year ending after the fifth anniversary of our initial public offering, or such earlier time that we are no longer an emerging growth company. We will cease to be an emerging growth company on the earliest to occur of (1) the last day of the fiscal year in which we have at least US$1.235 billion in annual revenue, (2) the last day of the fiscal year in which, as of the last business day of the second fiscal quarter, we had an aggregate worldwide market value of our common shares held by non-affiliates of at least US$700 million and (3) the date on which we have issued more than US$1.0 billion of non-convertible debt over a three-year period.

We may choose to take advantage of some or all of these exemptions. We have not taken advantage of any of these reduced reporting burdens in this prospectus, although we may choose to do so in future filings and if we do, the information that we provide shareholders may be different than you might get from other public companies in which you hold equity.

In addition, under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards until such time as those standards apply to private companies. Given that we currently report and expect to continue to report under IFRS Accounting Standards, we will not be able to avail ourselves of this extended transition period and, as a result, we will adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required by the IASB.

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Table of Contents

The Offering

This summary highlights information presented in greater detail elsewhere in this prospectus. This summary is not complete and does not contain all the information you should consider before investing in our common shares. You should carefully read this entire prospectus before investing in our common shares including “Risk Factors” and our consolidated financial statements.

Issuer

 

Aura Minerals Inc.

Selling Shareholders

   

common shares offered by us

 

            common shares (or            common shares if the underwriters’ option to purchase additional common shares is exercised in full).

common shares offered by the selling shareholders

 

            common shares (or            common shares if the underwriters’ option to purchase additional common shares is exercised in full).

common shares to be outstanding immediately after this offering

 

            common shares (or            common shares if the underwriters’ option to purchase additional common shares is exercised in full).

Voting rights

 

The common shares will be entitled to one vote per share.

Option to purchase additional common
shares

 


We and the selling shareholders have granted the underwriters the right to purchase up to an additional            common shares within 30 days of the date of this prospectus, at the public offering price, less underwriting discounts and commissions, on the same terms as set forth in this prospectus. We will not receive any proceeds from the sale of common shares by the selling shareholders.

Use of proceeds

 

We estimate that the net proceeds from the sale of our common shares in this offering will be approximately US$            (or approximately US$            if the underwriters’ option to purchase additional common shares is exercised in full), based upon the last reported trading price of our common shares on the TSX as set forth on the cover page of this prospectus.

The principal purposes of this offering are to transfer our principal listing venue to a stock exchange in the United States equity market, which we believe will increase the liquidity of our common shares, as well as strengthen and diversify our shareholder base through broader access to global capital markets.

In addition to the listing, we intend to use the net proceeds from the primary offering to continue strengthening our business, which includes (A) funding the component of the upfront cash payment for the MSG Acquisition, upon and subject to closing, and any potential incremental capital expenditures required at MSG, as well as (B) providing incremental liquidity and financial flexibility to support the execution of our current strategic growth initiatives, including, but not limited to: (i) the potential advancement of our current development projects, such as Era Dorada and Matupá, as well as exploration-stage projects, such as Carajás; (ii) initiatives to expand production capacity, including potential expansion at Borborema and Almas and the potential development of Almas’ underground project; (iii) exploration initiatives to expand mineral reserves and resources of our portfolio; and (v) the pursuit of potential acquisitions.

See “Use of Proceeds” for additional information.

We will not receive any proceeds from the sale of common shares by the selling shareholders.

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Table of Contents

Concentration of ownership

 

Upon completion of this offering, our executive officers, directors, and existing holders of 5% or more of our common shares will beneficially own, in the aggregate, approximately            % of our outstanding common shares.

Listing

 

We have applied to list our common shares on the Nasdaq, under the symbol “AUGO.”

Our common shares are listed on the TSX under the ticker symbol “ORA”, and our BDRs (each three BDRs representing one common share) are listed on the B3 under the ticker symbol “AURA33.”

Share capital before and after offering

 

As of the date of this prospectus, our authorized share capital is US$            , consisting of            shares. Of those authorized shares, (1)            are designated as common shares having a nominal value of US$            , and (2)            are as yet undesignated and may be issued as common shares or shares with preferred rights.

Immediately after this offering, we will have            common shares outstanding, assuming no exercise of the underwriters’ option to purchase additional common shares.

Dividend policy

 

Our dividend policy is to declare a quarterly dividend based on 20% of our estimated Adjusted EBITDA less sustaining capital expenditures and exploration capital expenditures, in each case for such quarter, payable as cash dividends to holders of our common shares. We expect to declare and pay dividends four times each year, based on the results for the prior quarter, with a record date that is no less than seven business days after the date of the press release announcing our financial results for each calendar quarter. The determination to declare dividends is subject to the discretion of our Board, having regard to the best interests of the Company and the limitations imposed by the solvency tests contained in the Company’s memorandum of association and articles of association and other requirements of applicable corporate law.

See “Dividends and Dividend Policy”, “Description of Shares — Common shares” and “Risk Factors — Risks Relating to Our Common Shares and the Offering.”

Lock-up agreements

 

We, our directors, executive officers and certain existing shareholders, have agreed, subject to certain exceptions, not to sell or transfer, directly or indirectly, any common shares or securities convertible into, exchangeable for, exercisable for, or repayable with common shares, for            days after the date of this prospectus without first obtaining the written consent of BofA Securities, Inc. and Goldman Sachs & Co. LLC. See “Underwriting.”

Risk factors

 

An investment in our common shares involves risks. See “Risk Factors” and the other information included in this prospectus for a discussion of factors you should consider before deciding to invest in our common shares.

Unless otherwise indicated, all information contained in this prospectus assumes no exercise of the option granted to the underwriters to purchase up to additional            common shares in connection with this offering.

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Table of Contents

Summary Consolidated Financial and Other Data

The following tables set forth, for the periods and as of the dates indicated, the summary financial and operating data of Aura. This information should be read in conjunction with “Presentation of Financial and Other Information,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and our consolidated financial statements and the notes thereto included elsewhere in this prospectus.

Statement of Profit or Loss Data

 

For the three months ended
March 31,

 

For the year ended
December 31,

   

2025

 

2024

 

2024

 

2023

 

2022

   

(in US$ millions)

Revenue

 

161.8

 

 

132.1

 

 

594.2

 

 

416.9

 

 

392.7

 

Cost of goods sold

 

(83.4

)

 

(85.4

)

 

(342.9

)

 

(290.9

)

 

(267.0

)

Gross profit

 

78.4

 

 

46.7

 

 

251.3

 

 

126.0

 

 

125.7

 

General and administrative expenses

 

(9.6

)

 

(8.3

)

 

(33.3

)

 

(27.2

)

 

(25.0

)

Exploration expenses

 

(1.4

)

 

(1.9

)

 

(14.0

)

 

(11.8

)

 

(12.5

)

Change in estimation for mine closure and restoration for properties in care & maintenance

 

 

 

 

 

1.3

 

 

 

 

 

Operating income

 

67.4

 

 

36.5

 

 

205.4

 

 

87.0

 

 

88.2

 

Finance expense

 

(121.6

)

 

(34.1

)

 

(151.7

)

 

(49.4

)

 

(7.4

)

Other (expense) income

 

(0.8

)

 

(0.6

)

 

(1.3

)

 

0.7

 

 

1.2

 

Income before income taxes

 

(54.9

)

 

1.8

 

 

52.4

 

 

38.3

 

 

82.0

 

Current tax

 

(20.8

)

 

(10.1

)

 

(53.0

)

 

(18.8

)

 

(26.8

)

Deferred tax

 

2.5

 

 

(0.8

)

 

(29.7

)

 

12.4

 

 

1.1

 

Income taxes

 

(18.3

)

 

(11.0

)

 

(82.7

)

 

(6.4

)

 

(25.7

)

(Loss)/Profit from continued operations

 

(73.2

)

 

(9.2

)

 

(30.3

)

 

31.9

 

 

56.2

 

Profit from discontinued operations

 

 

 

 

 

 

 

 

 

10.2

 

(Loss)/Profit for the year

 

(73.2

)

 

(9.2

)

 

(30.3

)

 

31.9

 

 

66.5

 

Statement of Financial Position Data

 

As of
March 31,
2025

 


As of December 31,

2024

 

2023

   

(in US$ millions)

Total current assets

 

333.6

 

389.3

 

378.9

Total non-current assets

 

805.4

 

690.9

 

544.9

Total assets

 

1,139.0

 

1,080.3

 

923.8

Total shareholders’ equity

 

139.9

 

223.0

 

314.8

Total liabilities

 

999.1

 

857.3

 

609.0

Total liabilities and shareholders’ equity

 

1,139.0

 

1,080.3

 

923.8

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Table of Contents

Key Business Metrics

We review a number of key financial and operating performance metrics to evaluate our business, measure our performance, identify trends affecting our business, formulate business plans, and make strategic decisions. These supplemental business metrics are presented to assist investors to better understand our business and how it operates.

 

For the three months ended
March 31,

 

For the year ended
December 31,

   

2025

 

2024

 

2024

 

2023

 

2022

Operating Data

                   

Gold ore processed (tonnes)

 

2,814,423

 

2,861,857

 

11,603,697

 

9,413,503

 

6,999,096

Gold bullion produced
(ounces)

 

39,631

 

43,186

 

169,673

 

129,738

 

129,890

Gold bullion sold (ounces)

 

60,491

 

69,086

 

172,184

 

128,230

 

131,860

Copper ore processed (tonnes)

 

289,210

 

303,144

 

1,228,601

 

1,210,462

 

1,219,703

Copper concentrate produced (dry metric tonnes “DMT”)

 

18,848

 

18,933

 

77,640

 

72,973

 

75,625

Realized average gold price per ounce sold, net (in U.S. dollars)(1)

 

2,786/oz

 

1,999/oz

 

2,308/oz

 

1,872/oz

 

1,736/oz

Total Production (Gold Equivalent Ounces)(2)

 

60,087

 

68,187

 

267,232

 

235,856

 

241,421

____________

(1)      We calculate realized average gold price per ounce sold, net as revenue divided by ounces of gold sold.

(2)      Gold equivalent ounces, or “GEO” is calculated by converting the production of silver and copper into gold using a ratio of the prices of these metals to that of gold. The prices used to determine the GEO are based on the weighted average price of silver and copper realized from sales at the Aranzazu Mine during the relevant period.

The following tables set out our key operating results by segment for the periods indicated:

 

For the three months ended March 31, 2025

   

Revenues

 

Cost of
goods sold,
except
depletion
and
amortization

 

Depletion
and
amortization

 

Gross
profit

 

Operating
income
/(loss)

 

(Loss)/Profit
for the
period

   

(in thousands of US$)

Aranzazu Mine

 

50,262

 

(23,815

)

 

(6,467

)

 

19,980

 

17,497

 

 

9,508

 

Apoena Mine

 

26,353

 

(11,555

)

 

(3,549

)

 

11,249

 

9,824

 

 

4,599

 

Minosa Mine

 

48,062

 

(20,135

)

 

(1,341

)

 

26,586

 

25,215

 

 

17,441

 

Almas Mine

 

37,127

 

(14,007

)

 

(2,507

)

 

20,613

 

19,573

 

 

11,070

 

Borborema Project(3)

 

 

 

 

 

 

 

14

 

 

(3,406

)

Total reportable
segments

 

161,804

 

(69,512

)

 

(13,864

)

 

78,428

 

72,123

 

 

39,212

 

All other segments

 

 

 

 

 

 

 

(4,707

)

 

(112,461

)

Total

 

161,804

 

(69,512

)

 

(13,864

)

 

78,428

 

67,416

 

 

(73,249

)

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Table of Contents

 

For the three months ended March 31, 2024

   

Revenues

 

Cost of
goods sold,
except
depletion
and
amortization

 

Depletion
and
amortization

 

Gross
profit

 

Operating
income
/(loss)

 

(Loss)/Profit
for the
period

   

(in thousands of US$)

Aranzazu Mine

 

44,162

 

(23,289

)

 

(5,575

)

 

15,298

 

12,876

 

 

7,617

 

Apoena Mine

 

26,007

 

(9,520

)

 

(6,415

)

 

10,072

 

9,047

 

 

4,686

 

Minosa Mine

 

37,647

 

(23,146

)

 

(896

)

 

13,605

 

12,455

 

 

6,298

 

Almas Mine

 

24,262

 

(13,693

)

 

(2,863

)

 

7,706

 

6,639

 

 

3,611

 

Borborema Project(3)

 

 

 

 

 

 

 

(142

)

 

(5,950

)

Total reportable
segments

 

132,078

 

(69,648

)

 

(15,749

)

 

46,681

 

40,875

 

 

16,262

 

All other segments

 

 

 

 

 

 

 

(4,415

)

 

(25,479

)

Total

 

132,078

 

(69,648

)

 

(15,749

)

 

46,681

 

36,460

 

 

(9,217

)

 

For the year ended December 31, 2024

   

Revenues

 

Cost of
goods sold,
except
depletion
and
amortization

 

Depletion
and
amortization

 

Gross
profit

 

Operating
income
/(loss)

 

(Loss)/Profit
for the year

   

(in thousands of US$)

Aranzazu Mine

 

196,787

 

(94,198

)

 

(25,538

)

 

77,051

 

65,235

 

 

28,539

 

Apoena Mine

 

90,273

 

(46,398

)

 

(16,477

)

 

27,398

 

23,879

 

 

4,913

 

Minosa Mine

 

177,692

 

(88,999

)

 

(5,873

)

 

82,820

 

77,330

 

 

48,363

 

Almas Mine

 

129,411

 

(51,451

)

 

(13,959

)

 

64,001

 

60,059

 

 

24,383

 

Borborema Project(3)

 

 

 

 

 

 

 

(1,154

)

 

(16,041

)

Total reportable
segments

 

594,163

 

(281,046

)

 

(61,847

)

 

251,270

 

225,349

 

 

90,157

 

All other segments

 

 

 

 

 

 

 

(19,983

)

 

(120,428

)

Total

 

594,163

 

(281,046

)

 

(61,847

)

 

251,270

 

205,366

 

 

(30,271

)

 

For the year ended December 31, 2023

   

Revenues

 

Cost of
goods sold,
except
depletion
and
amortization

 

Depletion
and
amortization

 

Gross
profit

 

Operating
income
/(loss)

 

(Loss)/Profit
for the year

   

(in thousands of US$)

Aranzazu Mine

 

176,814

 

(87,168

)

 

(20,391

)

 

69,255

 

58,479

 

 

43,076

 

Apoena Mine

 

83,784

 

(51,865

)

 

(17,554

)

 

14,365

 

9,292

 

 

(4,388

)

Minosa Mine

 

122,046

 

(82,893

)

 

(5,325

)

 

33,828

 

28,996

 

 

15,048

 

Almas Mine

 

34,250

 

(22,135

)

 

(3,546

)

 

8,569

 

6,485

 

 

10,891

 

Borborema Project(3)

 

 

 

 

 

 

 

(1,086

)

 

(45

)

Total reportable
segments

 

416,894

 

(244,061

)

 

(46,816

)

 

126,017

 

102,166

 

 

64,582

 

All other segments

 

 

 

 

 

 

 

(15,141

)

 

(32,702

)

Total

 

416,894

 

(244,061

)

 

(46,816

)

 

126,017

 

87,025

 

 

31,880

 

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Table of Contents

 

For the year ended December 31, 2022

   

Revenues

 

Cost of
goods sold,
except
depletion
and
amortization

 

Depletion
and
amortization

 

Gross
profit

 

Operating
income
/(loss)

 

(Loss)/Profit
for the year
from
continued
operation

   

(in thousands of US$)

Aranzazu Mine

 

163,808

 

(78,380

)

 

(22,211

)

 

63,217

 

55,499

 

 

44,609

 

Apoena Mine

 

120,263

 

(65,717

)

 

(17,157

)

 

37,389

 

31,991

 

 

16,881

 

Minosa Mine

 

108,628

 

(77,541

)

 

(6,000

)

 

25,087

 

20,273

 

 

18,042

 

Almas Mine

 

 

 

 

 

 

 

(2,523

)

 

(5,674

)

Total reportable
segments

 

392,699

 

(221,638

)

 

(45,368

)

 

125,693

 

105,240

 

 

73,858

 

All other segments

 

 

 

 

 

 

 

(17,009

)

 

(17,611

)

Total

 

392,699

 

(221,638

)

 

(45,368

)

 

125,693

 

88,231

 

 

56,247

 

The following tables set out our key operating KPIs by segment for the periods indicated. For a reconciliation of our Non-IFRS Accounting Standards Financial Measures, see “— Non-IFRS Accounting Standards Financial Measures.”

 

For the three months ended March 31,

   

2025

 

2024

   

GEO
Sold

 

Cash costs
per GEO
sold
(1)

 

All in
sustaining
cash costs
per GEO
sold
(2)

 

GEO
Sold

 

Cash costs
per GEO
sold
(1)

 

All in
sustaining
cash costs
per GEO
sold
(2)

Aranzazu Mine

 

20,455

 

1,164

 

1,545

 

25,103

 

926

 

1,263

Apoena Mine

 

9,408

 

1,228

 

2,041

 

12,860

 

740

 

1,207

Minosa Mine

 

17,526

 

1,149

 

1,249

 

19,228

 

1,187

 

1,289

Almas Mine

 

13,101

 

1,069

 

1,195

 

11,895

 

1,151

 

1,422

Total/Average(4)

 

60,491

 

1,149

 

1,461

 

69,086

 

1,003

 

1,287

 

As of and for the year ended December 31,

   

2024

 

2023

 

2022

   

GEO
Sold

 

Cash costs
per GEO
sold
(1)

 

All in
sustaining
cash costs
per GEO
sold
(2)

 

GEO
Sold

 

Cash costs
per GEO
sold
(1)

 

All in
sustaining
cash costs
per GEO
sold
(2)

 

GEO
Sold

 

Cash costs
per GEO
sold
(1)

 

All in
sustaining
cash costs
per GEO
sold
(2)

Aranzazu Mine

 

97,649

 

965

 

1,308

 

105,694

 

825

 

1,080

 

115,355

 

680

 

914

Apoena Mine

 

39,019

 

1,189

 

1,833

 

44,324

 

1,170

 

1,822

 

68,394

 

961

 

1,254

Minosa Mine

 

79,036

 

1,126

 

1,205

 

66,101

 

1,254

 

1,357

 

63,466

 

1,222

 

1,342

Almas Mine

 

54,129

 

950

 

1,139

 

17,805

 

1,243

 

1,522

 

 

 

Total/Average(4)

 

269,833

 

1,042

 

1,320

 

233,923

 

1,043

 

1,333

 

247,215

 

897

 

1,118

____________

(1)      Cash costs per gold equivalent ounce sold and Cash costs per gold equivalent ounce sold by segment is calculated as cost of goods sold less depletion and amortization divided by gold equivalent ounces sold. See “Presentation of Financial and Other Information — Special Note Regarding Non-IFRS Accounting Standards Financial Measures” for additional information and “— Reconciliation of Non-IFRS Accounting Standards Financial Measures” for a reconciliation to the applicable IFRS Accounting Standards Financial Measure.

(2)     All in sustaining cash costs per gold equivalent sold (AISC) and All in sustaining cash costs per gold equivalent sold by segment (AISC by segment) are calculated as the cost of goods sold less depletion and amortization, plus Adjusted Capex, plus general and administrative expenses from the Minosa Mine, Apoena Mine, Aranzazu Mine and Almas Mine segments less depreciation and amortization from the Minosa Mine, Apoena Mine, Aranzazu Mine and Almas Mine less care and maintenance expenses from the Minosa Mine, Apoena Mine, Aranzazu Mine and Almas Mine less corporate cost sharing expenses from the Minosa Mine, Apoena Mine, Aranzazu Mine and Almas Mine plus lease payments divided by

24

Table of Contents

gold equivalent ounces sold. See “Presentation of Financial and Other Information — Special Note Regarding Non-IFRS Accounting Standards Financial Measures” for additional information and “— Reconciliation of Non-IFRS Accounting Standards Financial Measures” for a reconciliation to the applicable IFRS Accounting Standards Financial Measure.

(3)      The Borborema project was not in commercial production for the reported periods.

(4)      The average Cash costs per gold equivalent ounce sold and average All in sustaining cash costs per gold equivalent ounce sold are calculated by determining the total Cash costs and total All in sustaining cash costs for all mining operations and dividing that by the total GEO sold. Production costs and All-in sustaining costs are not comparable due to differences in the items included in each of the measures. All-in sustaining costs is a Non-IFRS Accounting Standards Financial Measure.

Non-IFRS Accounting Standards Financial Measures

This prospectus presents our Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted EBITDA by segment, Net Debt, Adjusted Net Income, Cash costs per gold equivalent ounce sold, Cash costs per gold equivalent ounce sold by segment, Adjusted Capex and Adjusted Capex by segment, All in sustaining cash costs per gold equivalent ounce sold (AISC), All in sustaining cash costs per gold equivalent ounce sold by segment (AISC by segment), Adjusted Free Cash Flow and Cash Conversion, which we believe useful for assessing our performance and as a comparison against other companies in the same sector as ours, although other companies may calculate these metrics differently. For a reconciliation of our Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted EBITDA by segment, Net Debt, Adjusted Net Income, Cash costs per gold equivalent ounce sold, Cash costs per gold equivalent ounce sold by segment, Adjusted Capex and Adjusted Capex by segment, All in sustaining cash costs per gold equivalent ounce sold (AISC), All in sustaining cash costs per gold equivalent ounce sold by segment (AISC by segment), Adjusted Free Cash Flow and Cash Conversion to IFRS Accounting Standards for the relevant year, see “— Reconciliation of Non-IFRS Accounting Standards Financial Measures.”

 

As of and for the
three months ended
March 31,

 

As of and for the year ended
December 31,

Financial Data

 

2025

 

2024

 

2024

 

2023

 

2022

   

(in US$ millions, except as otherwise indicated)

IFRS Accounting Standards Measures

   

 

   

 

   

 

   

 

   

 

Revenue

 

161.8

 

 

132.1

 

 

594.2

 

 

416.9

 

 

392.7

 

Net cash generated by operating activities

 

41.2

 

 

25.9

 

 

222.2

 

 

124.9

 

 

96.4

 

Gross Profit

 

78.4

 

 

46.7

 

 

251.2

 

 

126.0

 

 

125.7

 

(Loss)/Profit for the period

 

(73.2

)

 

(9.2

)

 

(30.3

)

 

31.9

 

 

66.5

 

Loans and debentures (current)

 

100.9

 

 

n.m.

 

 

82.0

 

 

82.9

 

 

73.2

 

Loans and debentures (non-current)

 

366.8

 

 

n.m.

 

 

361.1

 

 

250.8

 

 

140.8

 

Shareholder´s Equity

 

139.9

 

 

n.m.

 

 

223.0

 

 

314.8

 

 

310.1

 

Non-IFRS Accounting Standards Measures

   

 

   

 

   

 

   

 

   

 

Adjusted EBITDA(1)

 

81.4

 

 

52.8

 

 

266.8

 

 

134.1

 

 

133.8

 

Adjusted EBITDA Margin(2)

 

50.3

%

 

40.0

%

 

44.9

%

 

32.2

%

 

34.1

%

Net Debt(3)

 

271.9

 

 

n.m.

 

 

188.1

 

 

85.2

 

 

77.4

 

Adjusted Free Cash Flow(4)

 

29.1

 

 

13.5

 

 

178.2

 

 

80.4

 

 

57.5

 

Cash Conversion(5)

 

35.7

%

 

25.4

%

 

66.8

%

 

60.0

%

 

43.0

%

Adjusted Capex(6)

 

12.4

 

 

12.4

 

 

43.9

 

 

44.5

 

 

38.9

 

____________

(1)      We calculate Adjusted EBITDA as (Loss) profit for the year, plus income taxes, plus finance expenses, less other (expense) income, less Change in estimation for mine closure and restoration for properties in care & maintenance, plus depletion and amortization. See “Presentation of Financial and Other Information — Special Note Regarding Non-IFRS Accounting Standards Financial Measures” for additional information and “— Reconciliation of Non-IFRS Accounting Standards Financial Measures” for a reconciliation to the applicable IFRS Accounting Standards Financial Measure.

(2)      We calculate Adjusted EBITDA Margin for a given year as Adjusted EBITDA divided by revenue for the respective year. See “Presentation of Financial and Other Information — Special Note Regarding Non-IFRS Accounting Standards Financial Measures” for additional information and “— Reconciliation of Non-IFRS Accounting Standards Financial Measures” for a reconciliation to the applicable IFRS Accounting Standards Financial Measure.

25

Table of Contents

(3)      We calculate Net Debt as loans and debentures (current) plus loans and debentures (non-current) plus/(less) Derivative Financial Instrument (Swap — Aura Almas (Itaú Bank) and Swap — Aura Almas (BTG Bank)) less cash and cash equivalents less restricted cash. See “Presentation of Financial and Other Information — Special Note Regarding Non-IFRS Accounting Standards Financial Measures” for additional information and “— Reconciliation of Non-IFRS Accounting Standards Financial Measures” for a reconciliation to the applicable IFRS Accounting Standards measure.

(4)      We calculate Adjusted Free Cash Flow as net cash generated by operating activities less Adjusted Capex. See “Presentation of Financial and Other Information — Special Note Regarding Non-IFRS Accounting Standards Financial Measures” for additional information and “— Reconciliation of Non-IFRS Accounting Standards Financial Measures” for a reconciliation to the applicable IFRS Accounting Standards measure.

(5)      We calculate Cash Conversion as net cash generated by operating activities less Adjusted Capex divided by Adjusted EBITDA. See “Presentation of Financial and Other Information — Special Note Regarding Non-IFRS Accounting Standards Financial Measures” for additional information and “— Reconciliation of Non-IFRS Accounting Standards Financial Measures” for a reconciliation to the applicable IFRS Accounting Standards Financial Measure.

(6)      We calculate Adjusted Capex as the sum of purchases of Property, plant and equipment related to the Minosa Mine, Apoena Mine, Aranzazu Mine and Almas Mine segments, deducted from purchases of Property, plant and equipment of these segments we define as expansion capex. See “Presentation of Financial and Other Information — Special Note Regarding Non-IFRS Accounting Standards Financial Measures” for additional information and “— Reconciliation of Non-IFRS Accounting Standards Financial Measures” for a reconciliation to the applicable IFRS Accounting Standards Financial Measure.

Reconciliation of Non-IFRS Accounting Standards Financial Measures

We present Non-IFRS Accounting Standards Financial Measures when we believe that the additional information is useful and meaningful to investors. A Non-IFRS Accounting Standards Financial Measure is generally defined as one that purports to measure financial performance but excludes or includes amounts that would not be so adjusted in the most comparable IFRS Accounting Standards measure. These Non-IFRS Accounting Standards Financial Measures provide overall understanding of our current financial performance and our prospects for the future. Specifically, we believe the Non-IFRS Accounting Standards Financial Measures provide useful information to both management and investors by excluding certain expenses, gains and losses, as the case may be, that may not be indicative of our core operating results and business outlook.

Reconciliation of Adjusted EBITDA and Adjusted EBITDA Margin

 

For the three months ended
March 31,

 

For the year ended
December 31,

   

2025

 

2024

 

2024

 

2023

 

2022

   

(in US$ millions)

(Loss)/Profit for the year

 

(73.2

)

 

(9.2

)

 

(30.3

)

 

31.9

 

 

56.3

 

Current tax

 

20.8

 

 

10.2

 

 

53.0

 

 

18.8

 

 

26.8

 

Deferred tax

 

(2.5

)

 

0.8

 

 

29.7

 

 

(12.4

)

 

(1.1

)

Finance expense

 

121.6

 

 

34.1

 

 

151.7

 

 

49.4

 

 

7.4

 

Other (expense) income

 

0.8

 

 

0.6

 

 

1.3

 

 

(0.7

)

 

(1.1

)

Depletion and amortization

 

13.9

 

 

16.7

 

 

62.7

 

 

47.1

 

 

45.5

 

Change in estimation for mine closure and restoration for properties in care & maintenance

 

 

 

(0.4

)

 

(1.3

)

 

 

 

 

Adjusted EBITDA

 

81.4

 

 

52.8

 

 

266.8

 

 

134.1

 

 

133.8

 

Revenue

 

161.8

 

 

132.1

 

 

594.2

 

 

416.9

 

 

392.7

 

Adjusted EBITDA

 

81.4

 

 

52.8

 

 

266.8

 

 

134.1

 

 

133.8

 

Adjusted EBITDA Margin

 

50.3

%

 

40.0

%

 

44.9

%

 

32.2

%

 

34.1

%

26

Table of Contents

Reconciliation of Adjusted EBITDA, by segment

 

For the three months ended March 31, 2025

   

Minosa
Mine

 

Apoena
Mine

 

Aranzazu
Mine

 

Almas
Mine

 

Borborema
Project
(1)

 

Total
reportable
segments

 

All other
segments

 

Total

   

(in US$ millions)

(Loss)/Profit for the period

 

17.4

 

 

4.6

 

 

9.5

 

11.1

 

 

(3.4

)

 

39.2

 

 

(112.5

)

 

(73.2

)

Current tax

 

6.6

 

 

0.7

 

 

6.4

 

6.0

 

 

 

 

19.7

 

 

1.1

 

 

20.8

 

Deferred tax

 

(0.4

)

 

(2.0

)

 

1.0

 

(1.2

)

 

0.5

 

 

(2.1

)

 

(0.4

)

 

(2.5

)

Finance expense

 

1.3

 

 

6.6

 

 

0.0

 

3.7

 

 

2.9

 

 

14.5

 

 

107.1

 

 

121.6

 

Other (expense)
income

 

0.2

 

 

 

 

0.6

 

 

 

 

 

0.8

 

 

 

 

0.8

 

Depletion and amortization

 

1.3

 

 

3.5

 

 

6.5

 

2.5

 

 

 

 

13.9

 

 

 

 

13.9

 

Adjusted EBITDA

 

26.4

 

 

13.4

 

 

24.0

 

22.1

 

 

 

 

86.0

 

 

(4.6)

 

 

81.4

 

 

For the three months ended March 31, 2024

   

Minosa
Mine

 

Apoena
Mine

 

Aranzazu
Mine

 

Almas
Mine

 

Borborema
Project
(1)

 

Total
reportable
segments

 

All other
segments

 

Total

   

(in US$ millions)

(Loss)/Profit for the period

 

6.3

 

4.7

 

 

7.6

 

3.6

 

(5.9

)

 

16.3

 

 

(25.5

)

 

(9.2

)

Current tax

 

3.6

 

0.9

 

 

4.5

 

1.2

 

 

 

10.2

 

 

 

 

10.2

 

Deferred tax

 

0.2

 

(0.2

)

 

 

0.7

 

 

 

0.7

 

 

0.1

 

 

0.8

 

Finance expense

 

2.2

 

3.6

 

 

0.5

 

1.1

 

5.8

 

 

13.3

 

 

20.8

 

 

34.1

 

Other (expense)
income

 

0.2

 

 

 

0.3

 

 

 

 

0.5

 

 

0.1

 

 

0.6

 

Depletion and amortization

 

0.9

 

6.4

 

 

5.6

 

2.9

 

 

 

15.7

 

 

0.9

 

 

16.7

 

Change in estimation for mine closure and restoration for properties in care & maintenance

 

 

(0.4

)

 

 

 

 

 

(0.4

)

 

 

 

(0.4

)

Adjusted EBITDA

 

13.4

 

15.0

 

 

18.5

 

9.6

 

(0.1

)

 

56.4

 

 

(3.6

)

 

52.8

 

 

For the year ended December 31, 2024

   

Minosa
Mine

 

Apoena
Mine

 

Aranzazu
Mine

 

Almas
Mine

 

Borborema
Project
(1)

 

Total
reportable
segments

 

All other
segments

 

Total

   

(in US$ millions)

(Loss)/Profit for the
year

 

48.4

 

4.9

 

 

28.5

 

24.3

 

(16.0

)

 

90.1

 

 

(120.4

)

 

(30.3

)

Current tax

 

19.2

 

2.0

 

 

15.9

 

13.0

 

 

 

50.1

 

 

2.9

 

 

53.0

 

Deferred tax

 

0.8

 

2.3

 

 

15.1

 

10.3

 

 

 

28.5

 

 

1.2

 

 

29.7

 

Finance expense

 

7.1

 

15.0

 

 

3.9

 

12.4

 

14.9

 

 

53.3

 

 

98.4

 

 

151.7

 

Other (expense)
income

 

1.9

 

(0.3

)

 

1.8

 

 

0

 

 

3.4

 

 

(2.1

)

 

1.3

 

Depletion and amortization

 

5.9

 

16.6

 

 

25.5

 

14.4

 

 

 

62.4

 

 

0.3

 

 

62.7

 

Change in estimation for mine closure and restoration for properties in care & maintenance

 

 

(1.3

)

 

 

 

 

 

(1.3

)

 

 

 

(1.3

)

Adjusted EBITDA

 

83.3

 

39.2

 

 

90.7

 

74.4

 

(1.1

)

 

286.5

 

 

(19,7

)

 

266.8

 

27

Table of Contents

 

For the year ended December 31, 2023

   

Minosa
Mine

 

Apoena
Mine

 

Aranzazu
Mine

 

Almas
Mine

 

Borborema
Project
(1)

 

Total
reportable
segments

 

All other
segments

 

Total

   

(in US$ millions)

(Loss)/Profit for the
year

 

15.0

 

 

(4.4

)

 

43.1

 

10.9

 

 

 

 

64.6

 

 

(32.7

)

 

31.9

 

Current tax

 

7.0

 

 

0.7

 

 

10.6

 

0.5

 

 

 

 

18.8

 

 

 

 

18.8

 

Deferred tax

 

(0.9

)

 

(1.0

)

 

0.2

 

(9.6

)

 

 

 

(11.3

)

 

(1.1

)

 

(12.4

)

Finance expense

 

6.7

 

 

14.0

 

 

3.7

 

3.1

 

 

(1.1

)

 

26.4

 

 

23.0

 

 

49.4

 

Other (expense)
income

 

1.1

 

 

 

 

0.9

 

1.6

 

 

 

 

3.6

 

 

(4.3

)

 

(0.7

)

Depletion and amortization

 

5.3

 

 

17.8

 

 

20.4

 

3.5

 

 

 

 

47.0

 

 

0.1

 

 

47.1

 

Adjusted EBITDA

 

34.2

 

 

27.1

 

 

78.9

 

10.0

 

 

(1.0

)

 

149.1

 

 

(15.0

)

 

134.1

 

 

For the year ended December 31, 2022

   

Minosa
Mine

 

Apoena
Mine

 

Aranzazu
Mine

 

Almas
Mine

 

Total
reportable
segments

 

All other
segments

 

Total

   

(in US$ millions)

(Loss)/Profit for the year

 

18.0

 

 

16.9

 

44.6

 

 

(5.7

)

 

73.9

 

 

(17.6

)

 

56.3

 

Current tax

 

5.9

 

 

3.0

 

14.1

 

 

 

 

23.0

 

 

3.9

 

 

26.9

 

Deferred tax

 

(8.6

)

 

6.2

 

(7.0

)

 

8.3

 

 

(1.1

)

 

 

 

(1.1

)

Finance expense

 

4.4

 

 

5.3

 

2.8

 

 

(5.4

)

 

7.1

 

 

0.3

 

 

7.4

 

Other (expense) income

 

0.5

 

 

0.6

 

1.0

 

 

0.3

 

 

2.4

 

 

(3.6

)

 

(1.2

)

Depletion and amortization

 

6.0

 

 

17.3

 

22.2

 

 

 

 

45.5

 

 

 

 

45.5

 

Adjusted EBITDA

 

26.2

 

 

49.3

 

77.7

 

 

(2.5

)

 

150.8

 

 

(17.0

)

 

133.8

 

____________

(1)      The Borborema project was not in commercial production for the reporting periods.

Reconciliation of cash costs per gold equivalent ounce sold

 

For the three months ended
March 31,

 

For the year ended
December 31,

   

2025

 

2024

 

2024

 

2023

 

2022

   

(in US$ millions)

Cost of goods sold

 

(83.4

)

 

(85.4

)

 

(342.9

)

 

(290.9

)

 

(267.0

)

Depletion and amortization

 

13.9

 

 

15.7

 

 

61.8

 

 

46.8

 

 

45.4

 

Subtotal

 

(69.5

)

 

(69.7

)

 

(281.1

)

 

(244.1

)

 

(221.6

)

Gold Equivalent Ounces sold

 

60.5

 

 

69.1

 

 

269.8

 

 

233.9

 

 

247.2

 

Cash costs per gold equivalent ounce sold

 

1,149

 

 

1,003

 

 

1,042

 

 

1,043

 

 

897

 

Reconciliation of cash costs per gold equivalent ounce sold by segment

 

For the three months ended March 31, 2025

   

Minosa
Mine

 

Apoena
Mine

 

Aranzazu
Mine

 

Almas
Mine

   

(in US$ millions)

Cost of goods sold

 

(21.5

)

 

(15.1

)

 

(30.3

)

 

(16.5

)

Depletion and amortization

 

1.3

 

 

3.5

 

 

6.5

 

 

2.5

 

Subtotal

 

(20.1

)

 

(11.6

)

 

(23.8

)

 

(14.0

)

Gold Equivalent Ounces sold

 

17.5

 

 

9.4

 

 

20.5

 

 

13.1

 

Cash costs per gold equivalent ounce sold

 

1,149

 

 

1,228

 

 

1,164

 

 

1,069

 

28

Table of Contents

 

For the three months ended March 31, 2024

   

Minosa
Mine

 

Apoena
Mine

 

Aranzazu
Mine

 

Almas
Mine

   

(in US$ millions)

Cost of goods sold

 

(24.3

)

 

(15.9

)

 

(28.9

)

 

(16.6

)

Depletion and amortization

 

1.2

 

 

6.4

 

 

5.6

 

 

2.9

 

Subtotal

 

(23.1

)

 

(9.5

)

 

(23.3

)

 

(13.7

)

Gold Equivalent Ounces sold

 

19.2

 

 

12.9

 

 

25.1

 

 

11.9

 

Cash costs per gold equivalent ounce sold

 

1,187

 

 

741

 

 

926

 

 

1,151

 

 

For the year ended December 31, 2024

   

Minosa
Mine

 

Apoena
Mine

 

Aranzazu
Mine

 

Almas
Mine

   

(in US$ millions)

Cost of goods sold

 

(94.9

)

 

(62.9

)

 

(119.7

)

 

(65.5

)

Depletion and amortization

 

5.9

 

 

16.5

 

 

25.5

 

 

14,0

 

Subtotal

 

(89.0

)

 

(46.4

)

 

(94.2

)

 

(51.5

)

Gold Equivalent Ounces sold

 

79.1

 

 

39.0

 

 

97.6

 

 

54.2

 

Cash costs per gold equivalent ounce sold

 

1,126

 

 

1,189

 

 

965

 

 

950

 

 

For the year ended December 31, 2023

   

Minosa
Mine

 

Apoena
Mine

 

Aranzazu
Mine

 

Almas
Mine

   

(in US$ millions)

Cost of goods sold

 

(88.2

)

 

(69.5

)

 

(107.6

)

 

(25.6

)

Depletion and amortization

 

5.3

 

 

17.6

 

 

20.4

 

 

3.5

 

Subtotal

 

(82.9

)

 

(51.9

)

 

(87.2

)

 

(22.1

)

Gold Equivalent Ounces sold

 

66.1

 

 

44.3

 

 

105.7

 

 

17.8

 

Cash costs per gold equivalent ounce sold

 

1,254

 

 

1,170

 

 

825

 

 

1,243

 

 

For the year ended December 31, 2022

   

Minosa
Mine

 

Apoena
Mine

 

Aranzazu
Mine

 

Almas
Mine
(1)

   

(in US$ millions)

Cost of goods sold

 

(83.5

)

 

(82.9

)

 

(100.6

)

 

Depletion and amortization

 

6.0

 

 

17.2

 

 

22.2

 

 

Subtotal

 

(77.5

)

 

(65.7

)

 

(78.4

)

 

Gold Equivalent Ounces sold

 

63.5

 

 

68.4

 

 

115.4

 

 

Cash costs per gold equivalent ounce sold

 

1,222

 

 

961

 

 

680

 

 

____________

Note: The Borborema project was not in commercial production for the reporting periods.

(1)      Not applicable as the Almas mine was not in commercial production for the reporting periods.

29

Table of Contents

Reconciliation of Adjusted Capex

 

For the three months ended
March 31,

 

For the year ended
December 31,

   

2025

 

2024

 

2024

 

2023

 

2022

   

(in US$ millions)

Purchase of property, plant and equipment related to the Minosa Mine, Apoena Mine, Aranzazu Mine and Almas Mine segments

 

14.8

 

 

12.7

 

 

58.8

 

 

89.3

 

 

51.2

 

Minosa Leaching pads and water process expansion

 

 

 

 

 

(5.4

)

 

 

 

 

Minosa Zona Buffa Access

 

(0.3

)

 

 

 

 

 

 

 

 

Aranzazu Molybdenum Plant

 

(0.1

)

 

 

 

(1.7

)

 

 

 

 

Almas Plant Expansion

 

(1.1

)

 

(0.3

)

 

(2.2

)

 

 

 

 

Minosa leaching pads and water process expansion

 

 

 

 

 

 

 

(3.0

)

 

 

Apoena Acquisition of Mining Rights

 

 

 

 

 

 

 

(3.3

)

 

 

Apoena Nosde Development

 

(1.1

)

 

 

 

 

 

 

 

 

Almas Construction

 

 

 

 

 

 

 

(37.6

)

 

 

Minosa new area development costs

 

 

 

 

 

 

 

 

 

(5.0

)

Minosa pre-stripping capex in new area/new pit

 

 

 

 

 

 

 

 

 

(2.7

)

Apoena acquisition of Mining Rights

 

 

 

 

 

 

 

 

 

(3.3

)

Other projects

 

(0.2

)

 

 

 

(5.6

)

 

(0.9

)

 

(1.3

)

Adjusted Capex

 

12.1

 

 

12.4

 

 

43.9

 

 

44.5

 

 

38.9

 

Reconciliation of Adjusted Capex by segment

 

For the three months ended March 31, 2025

   

Minosa
Mine

 

Apoena
Mine

 

Aranzazu
Mine

 

Almas
Mine

   

(in US$ millions)

Purchase of property, plant and equipment related to the Minosa Mine, Apoena Mine, Aranzazu Mine and Almas Mine segments

 

1.3

 

 

5.0

 

 

6.5

 

 

2.0

 

Minosa Zona Buffa Access

 

(0.3

)

 

 

 

 

 

 

Aranzazu Molybdenum Plant

 

 

 

 

 

(0.1

)

 

 

Almas Plant Expansion

 

 

 

 

 

 

 

(1.1

)

Nosde Development

 

 

 

(1.1

)

 

 

 

 

Other projects

 

(0.1

)

 

 

 

 

 

 

Adjusted Capex by segment

 

0.9

 

 

3.9

 

 

6.4

 

 

(0.9

)

30

Table of Contents

 

For the three months ended March 31, 2024

   

Minosa
Mine

 

Apoena
Mine

 

Aranzazu
Mine

 

Almas
Mine

   

(in US$ millions)

Purchase of property, plant and equipment related to the Minosa Mine, Apoena Mine, Aranzazu Mine and Almas Mine segments

 

0.8

 

1.5

 

7.5

 

2.9

 

Minosa Zona Buffa Access

 

 

 

 

 

Aranzazu Molybdenum Plant

 

 

 

 

 

Almas Plant Expansion

 

 

 

 

(0.3

)

Nosde Development

 

 

 

 

 

Other projects

 

 

 

 

 

Adjusted Capex by segment

 

0.8

 

1.5

 

7.5

 

2.6

 

 

For the year ended December 31, 2024

   

Minosa
Mine

 

Apoena
Mine

 

Aranzazu
Mine

 

Almas
Mine

   

(in US$ millions)

Purchase of property, plant and equipment related to the Minosa Mine, Apoena Mine, Aranzazu Mine and Almas Mine segments

 

10.0

 

 

5.6

 

29.3

 

 

13.9

 

Minosa Leaching pads and water process expansion

 

(5.4

)

 

 

 

 

 

Aranzazu Molybdenum Plant

 

 

 

 

(1.7

)

 

 

Almas Plant Expansion

 

 

 

 

 

 

(2.2

)

Other projects

 

(1.8

)

 

 

(0.2

)

 

(3.6

)

Adjusted Capex by segment

 

2.8

 

 

5.6

 

27.4

 

 

8.1

 

 

For the year ended December 31, 2023

   

Minosa
Mine

 

Apoena
Mine

 

Aranzazu
Mine

 

Almas
Mine

   

(in US$ millions)

Purchase of property, plant and equipment related to the Minosa Mine, Apoena Mine, Aranzazu Mine and Almas Mine segments

 

6.4

 

 

17.8

 

 

24.5

 

40.6

 

Minosa leaching pads and water process expansion

 

(3.0

)

 

 

 

 

 

Apoena Acquisition of Mining Rights

 

 

 

(3.3

)

 

 

 

Almas Construction

 

 

 

 

 

 

(37.6

)

Other projects

 

(0.9

)

 

 

 

 

 

Adjusted Capex by segment

 

2.5

 

 

14.5

 

 

24.5

 

3.0

 

 

For the year ended December 31, 2022

   

Minosa
Mine

 

Apoena
Mine

 

Aranzazu
Mine

 

Almas
Mine

   

(in US$ millions)

Purchase of property, plant and equipment related to the Minosa Mine, Apoena Mine, Aranzazu Mine and Almas Mine segments

 

11.4

 

 

14.4

 

 

25.4

 

Minosa new area development costs

 

(5.0

)

 

 

 

 

Minosa pre-stripping capex in new
area/new pit

 

(2.7

)

 

 

 

 

Apoena acquisition of Mining Rights

 

 

 

(3.3

)

 

 

Other projects

 

(1.3

)

 

 

 

 

Adjusted Capex by segment

 

2.4

 

 

11.1

 

 

25.4

 

____________

Note: The Borborema project was not in commercial production for the reporting periods.

31

Table of Contents

Reconciliation of All in sustaining cash costs per gold equivalent ounce sold (AISC)

 

For the three months ended
March 31,

 

For the year ended
December 31,

   

2025

 

2024

 

2024

 

2023

 

2022

   

(in US$ millions)

Cost of goods sold

 

(83.4

)

 

(85.4

)

 

(342.9

)

 

(290.9

)

 

(267.0

)

Depletion and amortization

 

13.9

 

 

15.7

 

 

61.8

 

 

46.8

 

 

45.4

 

Subtotal

 

(69.5

)

 

(69.7

)

 

(281.0

)

 

(244.1

)

 

(221.6

)

General and Administrative expenses from the Minosa Mine, Apoena Mine, Aranzazu Mine and Almas Mine segments

 

5.0

 

 

4.5

 

 

18.9

 

 

15.3

 

 

10.0

 

Depreciation and amortization

 

 

 

(0.5

)

 

(0.6

)

 

(0.2

)

 

(0.1

)

Care and maintenance expenses

 

(0.5

)

 

 

 

(1.0

)

 

(1.9

)

 

(1.7

)

Corporate cost sharing expenses

 

(0.9

)

 

(0.8

)

 

(3.2

)

 

(3.0

)

 

 

Subtotal

 

3.6

 

 

2.8

 

 

14.0

 

 

10.0

 

 

8.2

 

Adjusted Capex

 

12.1

 

 

12.4

 

 

43.9

 

 

44.5

 

 

38.9

 

Lease Payments

 

3.2

 

 

4.4

 

 

17.2

 

 

13.1

 

 

7.8

 

Gold Equivalent Ounces sold

 

60,491

 

 

69,087

 

 

269.7

 

 

233.9

 

 

247.2

 

All in sustaining cash costs per gold equivalent ounce sold

 

1,461

 

 

1,287

 

 

1,320

 

 

1,333

 

 

1,118

 

Reconciliation of All in sustaining cash costs per gold equivalent ounce sold (AISC) by segment

 

For the three months ended March 31, 2025

   

Minosa
Mine

 

Apoena
Mine

 

Aranzazu
Mine

 

Almas
Mine

   

(in US$ millions)

Cost of goods sold

 

(21.5

)

 

(15.1

)

 

(30.3

)

 

(16.5

)

Depletion and amortization

 

1.3

 

 

3.5

 

 

6.5

 

 

2.5

 

Subtotal

 

(20.1

)

 

(11.6

)

 

(23.8

)

 

(14.0

)

General and Administrative expenses from the Minosa Mine, Apoena Mine, Aranzazu Mine and Almas Mine segments

 

1.1

 

 

1.3

 

 

1.8

 

 

0.8

 

Depreciation and amortization

 

 

 

 

 

 

 

 

Care and maintenance expenses

 

 

 

(0.5

)

 

 

 

 

Corporate cost sharing expenses

 

(0.3

)

 

(0.1

)

 

(0.4

)

 

(0.1

)

Subtotal

 

0.8

 

 

0.7

 

 

1.4

 

 

0.7

 

Adjusted Capex by segment

 

0.9

 

 

3.9

 

 

6.4

 

 

0.9

 

Lease Payments

 

0.2

 

 

3.0

 

 

 

 

 

Gold Equivalent Ounces sold

 

17.5

 

 

9.4

 

 

20.5

 

 

13.1

 

All in sustaining cash costs per gold equivalent ounce sold by segment

 

1,249

 

 

2,041

 

 

1,545

 

 

1,195

 

32

Table of Contents

 

For the three months ended March 31, 2024

   

Minosa
Mine

 

Apoena
Mine

 

Aranzazu
Mine

 

Almas
Mine

   

(in US$ millions)

Cost of goods sold

 

(24.0

)

 

(15.9

)

 

(28.9

)

 

(16.6

)

Depletion and amortization

 

0.9

 

 

6.4

 

 

5.6

 

 

2.9

 

Subtotal

 

(23.1

)

 

(9.5

)

 

23.3

 

 

13.7

 

General and Administrative expenses from the Minosa Mine, Apoena Mine, Aranzazu Mine and Almas Mine segments

 

1.1

 

 

1.0

 

 

1.3

 

 

1.1

 

Depreciation and amortization

 

 

 

 

 

 

 

(0.5

)

Care and maintenance expenses

 

 

 

 

 

 

 

 

Corporate cost sharing expenses

 

(0.2

)

 

(0.1

)

 

(0.4

)

 

(0.1

)

Subtotal

 

0.9

 

 

0.9

 

 

0.9

 

 

0.5

 

Adjusted Capex by segment

 

0.8

 

 

1.5

 

 

7.5

 

 

2.6

 

Lease Payments

 

0.2

 

 

4.1

 

 

 

 

0.2

 

Gold Equivalent Ounces sold

 

19.2

 

 

12.9

 

 

25.1

 

 

11.9

 

All in sustaining cash costs per gold equivalent ounce sold by segment

 

1,289

 

 

1,207

 

 

1,263

 

 

1,422

 

 

For the year ended December 31, 2024

   

Minosa
Mine

 

Apoena
Mine

 

Aranzazu
Mine

 

Almas
Mine

   

(in US$ millions)

Cost of goods sold

 

(94.9

)

 

(62.9

)

 

(119.7

)

 

(65.5

)

Depletion and amortization

 

5.9

 

 

16.5

 

 

25.5

 

 

14.0

 

Subtotal

 

(89.0

)

 

(46.4

)

 

(94.2

)

 

(51.5

)

General and Administrative expenses from the Minosa Mine, Apoena Mine, Aranzazu Mine and Almas Mine segments

 

4.4

 

 

4.5

 

 

7.1

 

 

2.8

 

Depreciation and amortization

 

 

 

(0.1

)

 

 

 

(0.5

)

Care and maintenance expenses

 

 

 

(1.0

)

 

 

 

 

Corporate cost sharing expenses

 

(1.1

)

 

(0.5

)

 

(1.1

)

 

(0.5

)

Subtotal

 

3.3

 

 

2.9

 

 

6.0

 

 

1.8

 

Adjusted Capex by segment

 

2.8

 

 

5.6

 

 

27.4

 

 

8.1

 

Lease Payments

 

0.2

 

 

16.6

 

 

0.1

 

 

0.3

 

Gold Equivalent Ounces sold

 

79.0

 

 

39.0

 

 

97.6

 

 

54.1

 

All in sustaining cash costs per gold equivalent ounce sold by segment

 

1,205

 

 

1,833

 

 

1,308

 

 

1,139

 

33

Table of Contents

 

For the year ended December 31, 2023

   

Minosa
Mine

 

Apoena
Mine

 

Aranzazu
Mine

 

Almas
Mine

   

(in US$ millions)

Cost of goods sold

 

(88.2

)

 

(69.4

)

 

(107.6

)

 

(25.7

)

Depletion and amortization

 

5.3

 

 

17.6

 

 

20.3

 

 

3.6

 

Subtotal

 

(82.9

)

 

(51.8

)

 

(87.3

)

 

(22.1

)

General and Administrative expenses from the Minosa Mine, Apoena Mine, Aranzazu Mine and Almas Mine segments

 

4.5

 

 

4.8

 

 

3.8

 

 

2.0

 

Depreciation and amortization

 

 

 

(0.2

)

 

 

 

 

Care and maintenance expenses

 

 

 

(1.9

)

 

 

 

 

Corporate cost sharing expenses

 

(0.9

)

 

(0.4

)

 

(1.5

)

 

(0.2

)

Subtotal

 

3.6

 

 

2.3

 

 

2.3

 

 

1.8

 

Adjusted Capex by segment

 

2.5

 

 

14.5

 

 

24.5

 

 

3.0

 

Lease Payments

 

0.7

 

 

12.1

 

 

0.1

 

 

0.2

 

Gold Equivalent Ounces sold

 

66.1

 

 

44.3

 

 

105.7

 

 

17.8

 

All in sustaining cash costs per gold equivalent ounce sold by segment

 

1,357

 

 

1,822

 

 

1,080

 

 

1,522

 

 

For the year ended December 31, 2022

   

Minosa
Mine

 

Apoena
Mine

 

Aranzazu
Mine

 

Almas
Mine
(2)

   

(in US$ millions)

Cost of goods sold

 

(83.5

)

 

(82.9

)

 

(100.6

)

 

Depletion and amortization

 

6.0

 

 

17.2

 

 

22.2

 

 

Subtotal

 

(77.5

)

 

(65.7

)

 

(78.4

)

 

General and Administrative expenses from the Minosa Mine, Apoena Mine, Aranzazu Mine and Almas Mine segments

 

4.6

 

 

3.8

 

 

1.6

 

 

Depreciation and amortization

 

 

 

(0.1

)

 

 

 

Care and maintenance expenses

 

 

 

(1.7

)

 

 

 

Subtotal

 

4.6

 

 

2.0

 

 

1.6

 

 

Adjusted Capex by segment

 

2.4

 

 

11.1

 

 

25.4

 

 

Lease Payments

 

0.6

 

 

7.0

 

 

0.2

 

 

Gold Equivalent Ounces sold

 

63.4

 

 

68.4

 

 

115.4

 

 

All in sustaining cash costs per gold equivalent ounce sold by segment

 

1,342

 

 

1,254

 

 

914

 

 

____________

Note: The Borborema project was not in commercial production for the reporting periods.

(1)      Not applicable as the Almas mine was not in commercial production for the reporting periods.

34

Table of Contents

Reconciliation of Net Debt

 

As of
March 31,
2025

 


As of December 31,

2024

 

2023

 

2022

   

(in US$ millions)

Loans and debentures (current)

 

100.9

 

 

82.0

 

 

82.9

 

 

73.2

 

Loans and debentures (non-current)

 

366.8

 

 

361.1

 

 

250.7

 

 

140.8

 

Derivative Financial Instrument (Swap – Aura Almas (Itaú Bank) plus Swap – Aura Almas (BTG Bank))

 

2.3

 

 

15.2

 

 

(11.1

)

 

(8.1

)

Cash and Cash Equivalents

 

(198.1

)

 

(270.2

)

 

(237.3

)

 

(127.9

)

Restricted cash

 

 

 

 

 

 

 

(0.6

)

Net Debt

 

271.9

 

 

188.1

 

 

85.2

 

 

77.4

 

Adjusted Net Income

 

For the three months ended
March 31,

 

For the year ended
December 31,

   

2025

 

2024

 

2024

 

2023

 

2022

   

(in US$ millions)

(Loss)/Profit for the year

 

(73.2

)

 

(9.2

)

 

(30.3

)

 

31.9

 

66.5

Unrealized gain/loss with derivative gold collars

 

100.2

 

 

19.5

 

 

80.2

 

 

28.6

 

0.9

Deferred taxes over non-monetary items

 

3.2

 

 

0.9

 

 

19.3

 

 

1.9

 

12.2

Adjusted Net Income

 

30.2

 

 

11.2

 

 

69.2

 

 

62.4

 

79.6

Adjusted Free Cash Flow and Cash Conversion

 

For the three months ended
March 31,

 

For the year ended
December 31,

   

2025

 

2024

 

2024

 

2023

 

2022

   

(in US$ millions)

Net cash generated by operating activities

 

41.2

 

 

25.9

 

 

222.2

 

 

124.9

 

 

96.4

 

Adjusted Capex

 

12.1

 

 

12.4

 

 

43.9

 

 

44.5

 

 

38.9

 

Adjusted Free Cash Flow

 

29.1

 

 

13.5

 

 

178.2

 

 

80.4

 

 

57.5

 

Adjusted EBITDA

 

81.4

 

 

52.8

 

 

266.8

 

 

134.1

 

 

133.8

 

Cash Conversion

 

35.7

%

 

25.4

%

 

66.8

%

 

60.0

%

 

43.0

%

35

Table of Contents

Risk Factors

Investing in our common shares involves a high degree of risk. You should carefully consider the risks and uncertainties described below, together with all of the other information in this prospectus, including the sections titled “Cautionary Statement Regarding Forward-Looking Statements” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes, before making a decision to invest in our common shares. In particular, you should consider the risks related to investing in securities of issuers whose operations are located in emerging markets such as in Latin America, which involves a higher degree of risk than investing in the securities of issuers whose operations are located in the United States or other more developed countries. If any of the risks discussed in this prospectus actually occur, alone or together with additional risks and uncertainties not currently known to us, or that we currently deem immaterial, our business, financial condition, results of operations and prospects may be materially adversely affected. If this were to occur, the value of our common shares may decline and you may lose all or part of your investment.

Risks Relating to Our Business and Industry

Our business is subject to market fluctuations, including fluctuations in gold and copper prices, and is dependent on our ability to discover commercial quantities of minerals.

The market for minerals is influenced by many factors beyond our control such as the supply and demand for minerals, the rate of inflation, the number of mineral producing companies, the international economic and political environment, changes in international investment patterns, global or regional consumption patterns, costs of substitutes, currency exchange rates, interest rates, speculative activities in connection with minerals, and increased production due to improved mining and production methods. Accordingly, the profitability of our operations is highly correlated to the market prices of these metals, as is our ability to develop our other properties. If metal prices were to decline for a prolonged period below our cost of production, it may not be feasible to continue production or to continue the development of new mine properties.

The metals industry in general is intensely competitive and there is no assurance that, even if commercial quantities and qualities of metals are discovered, a market will exist for the profitable sale of such metals. Commercial viability of precious and base metals and other mineral deposits may be affected by other factors that are beyond our control including particular attributes of the deposit such as its size, quantity and quality, the cost of mining and processing, proximity to infrastructure and the availability of transportation and sources of energy, financing, government legislation and regulations including those relating to prices, taxes, royalties, land tenure, land use, import and export restrictions, exchange controls, restrictions on production, as well as environmental protection. It is impossible to assess with certainty the impact of various factors, which may affect commercial viability so that any adverse combination of such factors may result in us not receiving an adequate return on invested capital.

We may reduce our exposure against fluctuations in the price of gold, copper and exchange rates by using short term hedging instruments from time to time for a portion of our production, such as forward contracts and call/put options. Various strategies are available using these instruments. Although hedging activities may protect a company against lower gold and copper prices or unfavorable exchange rates, they may also limit the price that can be realized subject to forward sales and call options where the market price exceeds the price in forward sale or call option contracts.

Our business is exposed to the cyclicality of global economic activity and requires significant investments of capital.

Our business, financial performance and results of operations are significantly affected by the market prices and demand for the metals it produces, particularly gold and copper.

Historically, prices and demand for these metals have been subject to wide fluctuations which can be material and can occur over short periods of time, and are affected by numerous factors beyond our control, including the cyclicality of consumer and industrial consumption. We cannot predict whether, and to what extent, metal prices and demand will rise or fall in the future. An increase in the production of these metals worldwide or changes in, among other things, technology, industrial processes, or consumer habits, including increased demand for substitute

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materials, may decrease the demand for these metals. A fall in demand, resulting from economic downturns or other factors, could also decrease the volume of metals that we sell and, therefore, materially adversely impact our results of operations and financial position.

Future declines in metal prices could have an adverse impact on our results of operations and financial position, and we may consider curtailing, modifying, or discontinuing certain operations. In addition, we may not be able to adjust production volume in a timely or cost-efficient manner in response to sustained changes in metal prices. Lower utilization of capacity during periods of weak prices may expose us to higher unit production costs since a significant portion of its cost structure is fixed in the short-term due to the high capital intensity of mining operations. If prices drop significantly, the economic prospects of the mines and projects in which we have an interest could be significantly reduced or rendered uneconomic. Low metal prices would affect our liquidity and ability to borrow. If these conditions persist for an extended period, we may have to look for other sources of cash flow or curtail, modify or discontinue higher cost production to maintain liquidity until metal prices recover. Conversely, during periods of high demand, our ability to rapidly increase production capacity is limited, which could prevent us from meeting demand for our products.

Our actual costs may significantly exceed the estimated costs and economic returns estimated in our preliminary economic assessments and feasibility studies.

Feasibility studies and preliminary economic assessments (PEAs) are used to assess the economic viability of a mineral deposit. There is no certainty that existing or future feasibility studies or PEAs will be realized. Actual costs may significantly exceed estimated costs and economic returns may differ significantly from those estimated in the studies. There are many factors involved in the determination of the economic viability of a mineral deposit, including the achievement of satisfactory mineral reserve estimates, the level of estimated metallurgical recoveries, capital and operating cost estimates and estimates of future metal prices.

Failure to achieve production estimates could have a material adverse impact on our future cash flows, profitability, results of operations and financial conditions.

We have prepared estimates of future gold and copper production for our existing and future mines. We cannot give any assurance that such estimates will be achieved. Failure to achieve production estimates could have a material adverse impact on our future cash flows, profitability, results of operations and financial conditions. The realization of production estimates are dependent on, among other things, the accuracy of mineral reserve and resource estimates, the accuracy of assumptions regarding ore grades and recovery rates, ground conditions (including hydrology), the physical characteristics of ores, the presence or absence of particular metallurgical characteristics, and the accuracy of the estimated rates and costs of mining, ore haulage and processing. Actual production may vary from estimates for a variety of reasons, including the actual ore mined varying from estimates of grade or tonnage; dilution and metallurgical and other characteristics (whether based on representative samples of ore or not); short-term operating factors such as the need for sequential development of ore bodies and the processing of new or adjacent ore stopes from those planned; mine failures or slope failures; industrial accidents; natural phenomena such as inclement weather conditions, floods, droughts, rock slides and earthquakes; encountering unusual or unexpected geological conditions; changes in power costs and potential power shortages; shortages of principal supplies needed for mining operations, including explosives, fuels, chemical reagents, water, equipment parts and lubricants; plant and equipment failure; the inability to process certain types of ores; labor shortages or strikes; and restrictions or regulations imposed by government agencies or other changes in the regulatory environment. Such occurrences could also result in damage to mineral properties or mines, interruptions in production, injury or death to persons, damage to our property or others’, monetary losses and legal liabilities in addition to adversely affecting mineral production. These factors may cause a mineral deposit that has been mined profitably in the past to become unprofitable, forcing us to cease production.

Mineral resources and mineral reserves are reported as general indicators of mine life, however, this should not be interpreted as assurances of mine life or of the profitability of current or future operations.

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Capital and operating cost estimates made in respect of our mines and development projects may be significantly lower than actual capital and operating costs.

Capital and operating cost estimates are based on the interpretation of geological data, feasibility studies, anticipated climatic conditions, market conditions for required products and services, and other factors and assumptions regarding foreign exchange currency rates. Any of the following events could affect the ultimate accuracy of such estimate: unanticipated changes in grade and tonnage of ore to be mined and processed; incorrect data on which engineering assumptions are made; delay in construction schedules, unanticipated transportation costs; the accuracy of major equipment and construction cost estimates; the accuracy of operating costs or quantities; labor negotiations; changes in government regulation (including regulations regarding prices, cost of consumables, royalties, duties, taxes, permitting and restrictions on production quotas on exportation of minerals); raw material costs and title claims.

Our mineral reserve and resource estimates may be materially lower from the volume of materials that we are actually able to recover; our estimates of mine life may be materially lower than actual mine life; more stringent regulations, market price fluctuations and changes in operating and capital costs may render certain mineral reserves and resources uneconomical to mine.

To extend the lives of our mines and projects, ensure the continued operation of the business and realize our growth strategy, it is essential that we convert mineral resources into mineral reserves, continue to develop our resource base through the realization of identified mineralized potential, and/or undertake successful exploration or acquire new resources.

The figures for mineral resources and reserves estimated by us are estimates only and no assurance can be given that the anticipated tonnages and grades will be achieved, that the indicated level of recovery will be realized or that the mineral resources and reserves could be mined or processed profitably. Actual reserves, if any, may not conform to geological, metallurgical or other expectations, and the volume and grade of ore recovered may be below the estimated levels. There are numerous uncertainties inherent in estimating mineral resources and reserves, including many factors beyond our control. Such estimation is a subjective process, and the accuracy of any reserve or resource estimate is a function of the quantity and quality of available data and of the assumptions made and judgments used in engineering and geological interpretation. Short-term operating factors relating to the mineral resources and reserves, such as the need for orderly development of the ore bodies or the processing of new or different ore grades, may cause the mining operation to be unprofitable in any particular accounting period. In addition, there can be no assurance that metal recoveries in small scale laboratory tests will be duplicated in larger scale tests under on-site conditions or during production. Lower market prices, increased production costs, the presence of deleterious elements, reduced recovery rates and other factors may result in revision of our resource and reserve estimates from time to time or may render our resources and reserves uneconomic to exploit. Resource and reserve data are not indicative of future results of operations. If our actual mineral resources and reserves are less than current estimates or if we fail to develop our resource base through the realization of identified mineralized potential, our results of operations or financial condition may be materially and adversely affected.

Mineral resources that are not mineral reserves do not have demonstrated economic viability. Due to the uncertainty which may be attached to inferred mineral resources, there is no assurance that inferred mineral resources will be upgraded to measured or indicated mineral resources as a result of continued exploration.

We may not be able to replenish our mineral reserves.

Given that mines have limited lives based on proven and probable mineral reserves, we must continually replace and expand our mineral resources and mineral reserves at our mines and discover, develop, or acquire mineral reserves for production. Our ability to maintain or increase our annual production of gold and copper will depend in significant part on our ability to bring new mines into production and to expand mineral reserves and resources of existing mines.

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Delays in the performance of any of the contractors, suppliers, consultants or other persons on which we are dependent in connection with our construction activities, delay in or failure to receive the required governmental approvals and permits in a timely manner or on reasonable terms or termination of any required approvals or permits, or a delay in or failure in connection with the completion and successful operation of the operational elements of new mines could delay or prevent the construction and start-up of new mines.

The success of construction projects and the development of new mines by us, including the development of Borborema and Era Dorada, is subject to a number of factors including the availability and performance of engineering and construction contractors, mining contractors, suppliers and consultants, the receipt of required governmental approvals and permits in connection with the construction of mining facilities, the conduct of mining operations (including environmental permits), and the successful completion and operation of ore passes, among other operational elements. Any delay in the performance of any one or more of the contractors, suppliers, consultants or other persons on which we are dependent in connection with our construction activities, delay in or failure to receive the required governmental approvals and permits in a timely manner or on reasonable terms or termination of any required approvals or permits, or a delay in or failure in connection with the completion and successful operation of the operational elements of new mines could delay or prevent the construction and start-up of new mines as planned. There can be no assurance that current or future construction and start-up plans implemented by us will be successful, that we will be able to obtain sufficient funds to finance construction and start-up activities, that personnel and equipment will be available in a timely manner or on reasonable terms to successfully complete construction projects, that we will be able to obtain all necessary governmental approvals and permits or that the construction, start-up and ongoing operating costs associated with the development of new mines will not be significantly higher than anticipated by us. Any of the foregoing factors could adversely impact our operations and financial condition.

Some of our projects have no operating history upon which to base estimates of future cash flow. The capital expenditures and time required to develop new mines or other projects are considerable and changes in costs or construction schedules can affect project economics. Thus, it is possible that actual costs may change significantly, and economic returns may differ materially from our estimates.

Commercial viability of a new mine or development project is predicated on many factors such as estimation of mineral reserves, anticipated metallurgical recoveries, environmental considerations and permitting and anticipated capital and operating costs of these projects, as well as available capital to develop such project. Mineral reserves and mineral resources projected by feasibility studies and technical assessments performed on the projects may not be realized, and the level of future metal prices needed to ensure commercial viability may not materialize. Development projects are subject to the completion of successful feasibility studies and environmental assessments, issuance of necessary governmental permits and availability of adequate financing. Development projects are uncertain, and it is possible that actual capital and operating costs and economic returns will differ significantly from those estimated for a project prior to production. Consequently, there is a risk that start-up of new mine and development projects may be subject to write-down and/or closure as they may not be commercially viable.

Our operations may be negatively affected by global financial conditions.

Global financial conditions continue to be characterized as volatile. In recent years, global markets have been adversely impacted by various credit crises, significant fluctuations in fuel and energy costs and metals prices, inflation, geopolitical conflict and health pandemics. Many industries, including the mining industry, have been impacted by these market conditions. leading to increased economic uncertainty and diminished expectations for the global economy. These factors have increased the risk of disruption to global trade flows and supply chains. Further, global financial conditions remain subject to sudden and rapid destabilizations in response to future events, as government authorities may have limited resources to respond to future crises. Global economic uncertainty, disruptions to global trade flows and supply chains, and continued or worsened slowdown in the financial markets or other economic conditions, including but not limited to tariffs, consumer spending, employment rates, business conditions, inflation, fuel and energy costs, consumer debt levels, lack of available credit, the state of the financial markets, interest rates and tax rates, may adversely affect our operations, sales, growth and profitability. Future crises may be precipitated by any number of causes, including natural disasters, geopolitical conflict or instability, changes to energy prices or sovereign defaults. If increased levels of volatility continue or in the event of a rapid

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destabilization of global economic conditions, it may result in a material adverse effect on commodity prices, demand for metals, including gold, availability of credit, investor confidence, and general financial market liquidity, all of which may adversely affect our business and the market price of our securities.

Increases in production costs may adversely affect our business.

Changes in our production costs could have a major impact on our profitability. Our principal production expenses are contractor costs, materials, personnel costs and energy. Changes in costs at our mining and processing operations could occur as a result of unforeseen events, including international and local economic and political events, increased costs (including explosives, oil, steel, cyanide and other consumables), union demands and scarcity of labor, and could result in changes in profitability or reserve estimates. Many of these factors may be beyond our control.

We rely on third-party suppliers for a number of raw materials. Any material increases in the cost of raw materials, or our inability to source viable and economic alternative third-party suppliers for the supply of our raw materials, could have a materially adverse effect on our results of operations or financial position.

We may not be able to secure financing on favorable terms, or at all, to meet our future capital needs.

In order to fund the costs associated with the exploration, development, mining, and processing of minerals from our properties and our mine plans, and to meet expected future obligations, we may, from time to time, be required to obtain additional financing. Metal prices, environmental rehabilitation and restitution, revenue and income taxes, transportation and other operating costs, working capital needs, capital expenditures and geological results are also factors which may have an impact on the amount of additional financing that may be required.

Financing through the issuance of common shares, BDRs or other securities convertible or exchangeable into common shares, if available, may dilute the participation of current shareholders in our share capital. There is no pre-emptive right for our shareholders in the issue of common shares or securities convertible or exchangeable into common shares issued by us, which may result in the dilution of the shareholders’ interest in us. Likewise, our shareholders will not have pre-emptive rights in the exercise of options to purchase common shares issued by us under our stock option plans. Periodically, during the term of such plans, the Board will determine the beneficiaries to whom stock options will be granted according to the terms of the plans, the number of common shares that may be acquired with the exercise of each option, the price of exercise of each option and the payment terms, the terms and conditions for the exercise of each option and any other conditions related to such options.

Debt financing, if available, may also involve certain restrictions on operating activities or include financial covenants, such as accompanying gold and copper hedging requirements and minimum liquidity levels, or restrict our ability to enter into additional financing arrangements. There is no guarantee that such equity or debt financing will be available to us or that these financings would be obtained on terms favorable to us, which may adversely affect our business, financial position and may result in a delay or indefinite postponement of exploration, development, or production on any or all of our properties, or even loss of exploration rights.

See “Management’s Discussion And Analysis Of Financial Condition And Results Of Operations — Indebtedness.”

We are subject to costs and risks associated with increased or changing laws and regulations affecting our business, including the need to obtain government permits, consents and licenses.

Exploration, development and mining activities are subject to laws and regulations governing health and work safety, employment standards, environmental matters, social matters, mine development, prospecting, mineral production, exports, taxes, labor standards, reclamation obligations and other matters. It is possible that future changes in applicable laws, regulations, agreements or changes in their enforcement or regulatory interpretation could result in changes in the legal requirements or in the terms of permits and agreements applicable to us or our properties which could have a material adverse impact on our operations and exploration programs and future development projects.

Where required, obtaining necessary permits and licenses can be a complex, time consuming process and there can be no assurance that required permits will be obtainable on acceptable terms, in a timely manner or at all. The costs and delays associated with obtaining permits and complying with these permits and applicable

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laws and regulations could stop or materially delay or restrict us from proceeding with the development of an exploration project or the operation or further development of a mine. Any failure to comply with applicable laws and regulations or permits, even if inadvertent, could result in interruption or closure of exploration, development or mining operations or material fines, penalties or other liabilities, which could have an adverse effect on our business, financial condition or results of operation.

Disruption to current trade practices could have a material impact on our ability to market our products and procure inputs and equipment for our operations and projects.

Access to markets for our products, and our ability to procure inputs and equipment required for our projects and operations, may be subject to interruptions or trade barriers due to policies and tariffs or import/export restrictions of individual countries. Our products may also be subject to tariffs that do not apply to producers based in other countries which could result in changes to our customer base and disrupt our usual sales processes.

For instance, on April 2, 2025, the United States government announced that a 10% base tariff will be applied to all imports to the United States effective April 5, 2025, subject to limited exceptions for Mexico and Canada, and that almost 60 countries will, in lieu of the 10% base tariff, be assigned higher reciprocal tariffs on imports that extend as high as 50%, effective April 9, 2025. Although most of the reciprocal tariffs were later suspended and replaced by a base tariff of 10% for a period of 90 days, it is uncertain if and to what extent the tariffs may be reimposed. For instance, despite the suspension of most reciprocal tariffs, the governments of the United States and China maintained substantial tariffs on one another, before eventually agreeing to temporarily roll back certain of the tariffs in May 2025. Tariffs and any additional changes in U.S. trade policy could result in one or more other jurisdictions adopting responsive trade policies. The adoption and expansion of trade restrictions, the occurrence of a trade war, or other governmental action related to tariffs or trade agreements or policies has the potential to adversely impact us and the global economy.

Actual or potential epidemics, pandemics, outbreaks or other public health crises may have an adverse impact on our business.

The spread of any disease, epidemic or pandemic could have a material adverse effect on the regional economies in which we operate, negatively impact stock markets, including the trading price of our common shares, adversely impact our ability to raise capital, and cause continued interest rate volatility and movements that could make obtaining financing or refinancing of our debt obligations more challenging or more expensive. Any of these developments, and others, could have a material adverse effect on our business and results of operations.

Travel restrictions implemented by governments, as well as quarantine, isolation and physical distancing requirements as a result of such epidemic or pandemics may have a negative impact on workforce mobility and, as a consequence, in some cases, on productivity. Further, the protective measures implemented by us may cause higher operating and capital costs related to containment efforts such as building quarantine rooms, limitations on mobility of people, disruption to the supply chain and increase in demand for financial support and aid from host governments. Potential higher operating costs, combined with a decrease in workforce productivity, lower production outputs and in some cases, temporary cessation of mining operations, could have a material adverse effect on our business, financial condition and/or results of operations.

Any future emergence and spread of similar pathogens could have a material adverse effect on global economic conditions which may adversely impact our business and results of operations and the operations of our suppliers, contractors and service providers, including smelter and refining service providers, and the demand for our production.

Disagreements with local communities and other stakeholders could adversely impact our business and reputation.

As a mining business, we may come under pressure in the jurisdictions in which we operate, or will operate in the future, to demonstrate that (i) other stakeholders (including employees, communities surrounding operations and the countries in which they operate) benefit and will continue to benefit from our commercial activities, and/or (ii) we operate in a manner that will minimize any potential damage or disruption to the interests of those stakeholders. We may face opposition with respect to our current and future development, exploration and operation

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of projects and mines which could materially adversely affect our business, results of operations and financial condition. Further, certain non-governmental organizations are often critical of the mining industry and our practices, including the use of hazardous substances in processing activities. The adverse publicity generated by these organizations or others related to extractive industries generally, or to the operations specifically, financial condition and/or relationship with the communities in which we operate. They may install roadblocks, request injunctions to stop work and file lawsuits for damages. These actions may be related not only to current activities, but also the historic mining activities of previous owners and may have a material adverse effect on operations.

Our business could be adversely affected by the failure or unavailability of certain critical assets or infrastructure.

Mining, processing, development and exploration activities depend, to one degree or another, on adequate infrastructure. Reliable roads, railways, power sources and water supply are important determinants affecting capital and operating costs. Unusual or infrequent weather phenomena, sabotage, government or other interference in the maintenance or provision of such infrastructure could adversely affect our operations, financial condition and results of operations.

Cyberattack, including unauthorized disclosure, destruction or modification of data, through cybersecurity breaches, computer viruses or otherwise may adversely affect our business and reputation.

We are reliant on the continuous and uninterrupted operations of our information technology (“IT”) systems. User access and security of all IT systems are critical elements to our operations. Our operations depend, in part, on how well we and our suppliers protect networks, equipment, IT systems and software against damage from a number of threats, including, but not limited to, cable cuts, damage to physical plants, natural disasters, terrorism, fire, power loss, hacking, computer viruses, vandalism and theft. Our operations also depend on the timely maintenance, upgrade and replacement of networks, equipment, IT systems and software, as well as pre-emptive expenses to mitigate the risks of failures. Any IT failure pertaining to availability, access or system security could result in disruption for personnel and could adversely affect our reputation, operations or financial performance.

Our IT systems could be compromised by unauthorized parties attempting to extract business sensitive, confidential or personal information, corrupting information or disrupting business processes or by inadvertent or intentional actions by our employees or vendors. A cyber security incident (including system-encrypting ransomware) resulting in a security breach or failure to identify a security threat, could disrupt business and could result in the loss of business sensitive, confidential or personal information or other assets, as well as litigation, regulatory enforcement, violation of privacy and security laws and regulations and remediation costs.

Although to date we have not experienced any material losses relating to cyberattacks, there can be no assurance that we will not incur such losses in the future. Our risk and exposure to these matters cannot be fully mitigated because of, among other things, the evolving nature of these threats. As a result, cyber security and the continued development and enhancement of controls, processes and practices designed to protect systems, computers, software, data and networks from attack, damage or unauthorized access remain a priority. As cyber threats continue to evolve, we may be required to expend additional resources to continue to modify or enhance protective measures or to investigate and remediate any security vulnerabilities.

Social media and other web-based information sharing applications may result in negative publicity or have the ability to control how it is perceived by others. Reputational loss may result in challenges in developing and maintaining community and shareholder relations and decreased investor confidence.

Mining operations involve significant hazards and a high degree of risk.

Mining operations generally involve a high degree of risk. Our operations are subject to all the hazards and risks normally encountered in the exploration, development and production of gold, copper and silver, including unusual and unexpected geologic formations, seismic activity, rock bursts, cave-ins, flooding, pit wall failure and other conditions involved in the drilling, blasting, mining and processing of material, any of which could result in damage to, or destruction of, mines and other producing facilities, damage to life or property, environmental damage and possible legal liability. Although adequate precautions to minimize risk are being taken, mineral-process operations are subject to hazards such as fire, equipment failure or failure of retaining dams around tailings disposal areas which may result in environmental pollution and consequent liability.

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The exploration for and development and operation of mineral deposits involves significant risks which even a combination of careful evaluation, experience and knowledge may not eliminate. While the discovery of an ore body may result in substantial rewards, few properties that are explored are ultimately developed into producing mines. Major expenses will be required to locate and establish mineral reserves, to develop metallurgical processes and to construct mining and processing facilities at a particular site. It is impossible to ensure that the exploration or development programs we plan will result in a profitable commercial mining operation. Whether a mineral deposit will be commercially viable depends on a number of factors, some of which are: the particular attributes of the deposit, such as size, grade and proximity to infrastructure; the presence of deleterious elements; metal prices that are highly cyclical; costs of construction and government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and environmental protection. The exact effect of these factors cannot be accurately predicted, but the combination of these factors may result in us not receiving an adequate return on invested capital.

Our business is subject to health, safety, and environmental laws and regulations, and concessions, authorizations, licenses and permits are subject to expiration, suspension, limitation on renewal and various other risks and uncertainties.

Environmental laws and regulations may affect us. These laws and regulations set various standards regulating certain aspects of health and environmental quality. These environmental laws and regulations establish penalties and other responsibilities for their violation and, in certain circumstances, establish obligations to restore facilities and locations currently used by us or which have been used in the past.

Such regulations require us to obtain prior environmental licenses, permits and authorizations for our operations and projects and to carry out environmental and social impact assessments, in order to obtain the approval of our projects and the permission to start construction and continue operations. Significant changes in existing operations are also subject to these requirements. Permits to operate may be temporarily suspended or revoked if there is evidence of serious violations of environmental laws and regulations, health and safety standards. The duration and success of our efforts to obtain and renew licenses or permits are contingent upon many variables not within our control, including the interpretation of applicable requirements implemented by the licensing and/or permitting authorities. For instance, certain of our licenses have been renewed relying on the legal concept of afirmativa ficta which provides that a renewal petition that is not answered in a timely manner is resolved in favor of the applicant. Licenses granted in this way may be considered more likely to be questioned, revoked, suspended or canceled arbitrarily than licenses granted actively. Furthermore, our licenses may be questioned, revoked, suspended or canceled arbitrarily by government authorities. For instance, Mexican law stipulates that the federal government has the right to declare the nullification, cancellation, suspension, or annulment of rights of the concessions granted. Accordingly, the concessions we hold may be revoked without right to compensation in case we are unable to meet the applicable terms and conditions established for the concessions. Additionally, mining concessions may be expropriated by the Mexican government for public interest causes (causas de utlidad pública). In the event of such expropriation, the government is required to make an indemnification payment to the former concession holder. However, such the indemnification payment may not be made in a timely manner, or at all, or the amount of the payment may not be sufficient to compensate us for our costs or our losses, including losses resulting from future expected revenues.

We may not be able to obtain or renew licenses or permits that are necessary to our operations, including, without limitation, an exploitation license, or the cost to obtain or renew licenses or permits may exceed what we believe we can recover from the property. Any unexpected delays or costs associated with the licensing or permitting process could delay the development or impede the operation of a mine, which could adversely impact our operations and profitability.

We may be held liable for damages, remediation costs or fines in the event of certain material discharges into the environment, environmental damage caused by previous owners of properties used by us or for failure to comply with environmental laws or regulations. There is also a risk that environmental laws and regulations may become more costly, making it more costly for us to remain in compliance with these laws and regulations.

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In addition, mining is subject to potential risks and accidents that could result in serious injury or death to members of its human capital. The impact of such accidents and liabilities could affect the profitability of our operations, cause an interruption to operations, lead to a loss of licenses, affect our reputation and our ability to obtain further licenses, damage community relations and reduce our perceived appeal as an employer.

Substantial and increasingly intense competition may harm our business.

The mining industry is intensely competitive in all of its phases and we compete with many companies that possess greater financial and technical resources. Competition in and mining industry is primarily for (i) mineral rich properties that can be developed and produced economically; (ii) the technical expertise to find, develop, and operate such properties; (iii) labor to operate the properties; and (iv) capital for the purpose of funding such properties. Such competition may result in us being unable to acquire desired properties, to recruit or retain qualified employees or to acquire the capital necessary to fund our operations and develop our properties. Existing or future competition in the mining industry could materially and adversely affect our prospects for mineral exploration and success in the future.

Further, industry consolidation may lead to increased competition due to lesser availability of mining and exploration assets. A number of transactions have been completed in the gold mining industry in recent years. In this regard, some of our competitors have made acquisitions or entered into business combinations, joint ventures, partnerships or other strategic relationships. Consolidations in the form of acquisitions, business combinations, joint ventures, partnerships or other strategic relationships may continue in the future. The companies or alliances resulting from these transactions or any further consolidation involving our competitors may benefit from greater economies of scale as well as significantly larger, more diversified, lower cost and higher quality asset bases than Aura. In addition, following such transactions certain of our competitors may decide to sell specific mining assets increasing the availability of such assets in the market, which could adversely impact any sale process that we may undertake at the same time, including such sales processes taking longer to complete or not completing at all or not realizing the full value of the assets being disposed of. Such developments may adversely affect our business, operating results and financial condition.

If we lose key personnel, our business, financial condition and results of operations may be adversely affected.

Our business is dependent on retaining the services of our key management personnel with a variety of skills and experience, including in relation to the development and operation of mineral projects in the Americas. Our success is, and will continue to be, dependent to a significant extent on the expertise and experience of our directors and senior management. The loss of the services of key personnel could have a materially adverse effect on our business. Our success will also depend to a significant degree upon the contributions of qualified technical personnel and our ability to attract and retain highly skilled personnel. Competition for such personnel is significant. Any inability to attract and retain these people could have a material adverse effect on our business and operations.

Labor disputes may disrupt our operations from time to time.

Production at our mining operations is dependent upon the efforts of our employees and our operations would be adversely affected if we fail to maintain satisfactory labor relations. Factors such as work slowdowns or stoppages caused by the attempted unionization of operations and difficulties in recruiting qualified miners and hiring and training new miners could materially adversely affect our business. This would have a negative effect on our business and results of operations, which might result in us not meeting our business objectives.

In addition, relations between us and our employees may be affected by changes in the scheme of labor relations that may be introduced by the relevant governmental authorities in whose jurisdictions we carry on business. Changes in such legislation or in the relationship between us and our employees may have a material adverse effect on our business, results of operations and financial condition. Furthermore, we are reliant on the good character of our employees and are subject to the risk that employee misconduct could occur. Although we take precautions to prevent and detect employee misconduct, these precautions may not be effective and we could be exposed to unknown and unmanaged risks or losses, including regulatory sanctions and serious harm to our reputation. The existence of our Code of Conduct and Ethics, among other governance and compliance policies

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and processes, may not prevent incidents of theft, dishonesty or other fraudulent behavior nor can we guarantee compliance with legal and regulatory requirements. If material employee misconduct does occur, our business, financial condition and results of operations could be adversely affected.

Our business could be adversely affected by the performance of our counterparties and outside contractors we do not control.

It is common industry practice for certain aspects of mining operations including, but not limited to, drilling, blasting and construction, to be conducted by one or more outside contractors. Deficient or negligent work, or work not completed in a timely manner, could have a material adverse effect on our business and operations. We are also subject to a number of risks associated with the use of such contractors, including, but not limited to: (a) us having reduced control over the aspects of the operations that are the responsibility of a contractor; (b) failure of the contractor to perform work properly or at a satisfactory level of quality and safety; (c) failure of a contractor to perform under its agreement(s), including, but not limited to, inability to meet the contractual timelines or to otherwise deliver in accordance with the terms of the contract; (d) inability to replace the contractor if the contractual relationship is terminated; (e) interruption of operations in the event the contractor ceases operations as a result of a contractual dispute with us or as a result of insolvency or other unforeseen events (including events of force majeure); (f) failure of the contractor to comply with applicable legal and regulatory requirements; and (g) inadequate contractor cybersecurity program or customer data management and privacy, exposing us to external attacks or leaking of our confidential information, any of which could have a material adverse effect on our business, financial condition or results of operations.

Our directors and officers are or may become subject to conflicts of interest.

Certain of our directors and officers are or may become associated with other mining and/or mineral exploration and development companies which may give rise to conflicts of interest. Directors who have a material interest in any person who is a party to a material contract or a proposed material contract with us are required to disclose that interest and abstain from voting on any resolution to approve such a contract. In addition, directors and officers are required to act honestly and in good faith with a view to our best interests. Further, any failure of our directors or officers to address these conflicts in an appropriate manner or to allocate opportunities that they become aware of to us could have a material adverse effect on our business, financial condition, results of operations, cash flows or prospects.

There are inherent uncertainties in valuing mining interests, including estimating mineral reserves and mineral resources. Differences between our assumptions and market conditions during the operational phase of our assets may result in the impairment of the book value of our mining interests, which may have a material effect in the future on our financial position and results of operations.

Mining and mineral interests are our most significant assets and represent capital expenditures related to the acquisition of mineral rights, development of mining properties and related plant and equipment. The investments associated with mining properties include rights over producing properties as well as properties under development and properties at prospecting stage, which are recorded at their cost value. In the event of a combination of businesses, we record at fair value all assets acquired at the time of the allocation of the purchase price. The values of such mineral properties are primarily driven by the nature and amount of material interests believed to be contained or potentially contained, in properties to which they relate.

We review and evaluate our mining interests for impairment at least annually or when events or changes in circumstances indicate that relevant book values may not be recoverable, which becomes more of a risk in the global economic conditions that exist currently. Future cash flows are estimated based on expected future production, commodity prices, exchange rates, operating costs and capital costs. There are numerous uncertainties inherent in estimating mineral reserves and mineral resources. Differences between management’s assumptions and market conditions during the operational phase of our assets may have a material effect in the future on our financial position and results of operations.

In addition, depending on global macroeconomic conditions, there is a risk around inventory valuations. The assumptions we use in the assessment of work-in-process inventories by us include estimates of gold contained in the ore stacked that is expected to be recovered from the leach pads, assumptions of the amount of gold and copper

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that will be obtained from concentrate, assumptions for the price of gold and copper that is expected to be realized when gold and copper are sold, among others. If these estimates or assumptions prove to be inaccurate, we could be required to write-down the recorded value of our work-in-process inventories, which would reduce our results and financial position.

The acquisition of title to mineral properties is a detailed and time-consuming process and there is no guarantee that title to such mineral properties will not be contested or challenged.

The acquisition of title to mineral properties is a very detailed and time-consuming process. Title to mineral concessions may be disputed. Although we have legal ownership on key mining rights, there is no guarantee that title to such mineral property interests will not be contested or challenged. Third parties may have valid claims underlying portions of our interest, including prior unregistered liens, agreements, transfers, royalties or claims, including land claims by First Nations or other Indigenous groups, and title may be affected by, among other things, undetected defects. In some cases, title to mineral rights and surface rights has been divided, and we may hold only surface rights or only mineral rights over a particular property, which can lead to potential conflict with the holder of the other rights.

Our mineral property interests may be subject to prior unregistered agreements or transfers and ownership may be affected by undetected irregularities. Mining rights may be contested and, if such contest is successful, the development of our assets and/or operations may be adversely affected.

Our insurance policies may not be sufficient to cover all claims.

Our business is subject to a number of risks and hazards generally, including adverse environmental conditions, industrial accidents, labor disputes, unusual or unexpected geological conditions, ground or slope failures, cave-ins, catastrophic equipment failures, changes in the regulatory environment and natural phenomena such as inclement weather conditions, floods and earthquakes. Such occurrences could result in damage to mineral properties or production facilities, personal injury or death, environmental damage to our properties or the properties of others, delays in mining, monetary losses and possible legal liability.

Although we maintain insurance to protect against certain risks in such amounts as we consider reasonable, our insurance will not cover all the potential risks associated with a mining company’s operations. We may also be unable to maintain insurance to cover these risks at economically feasible premiums. Insurance coverage may not continue to be available or may not be adequate to cover any resulting liability. Moreover, insurance against risks such as environmental pollution or other hazards as a result of exploration, development and production is not generally available to us or to other companies in the mining industry on acceptable terms. We might also become subject to liability for pollution or other hazards that may not be insured against or that we may elect not to insure against because of premium costs or other reasons. Losses from these events or delays in cash receipt from an insurance claim recovery may cause us to incur significant costs and cash outflows that could have a material adverse effect upon our financial performance and results of operations.

Natural disasters, as well as geotechnical and hydrological conditions, such as landslides, droughts, pit wall failures, tailings dam failures, dry stack tailings failures and rock fragility and climate change may have an adverse effect on our business.

We and the mining industry are facing continued geotechnical challenges, which could adversely impact our production and profitability. Unanticipated adverse geotechnical and hydrological conditions, such as landslides, droughts, pit wall failures, tailings dam failures, dry stack failures and rock fragility may occur in the future and such events may not be detected in advance. Geotechnical instabilities and adverse climatic conditions can be difficult to predict and are often affected by risks and hazards outside of our control, such as severe weather, including hurricanes, and considerable rainfall, which may lead to periodic floods, mudslides, wall instability and seismic activity, which may result in slippage of material. There can be no assurance that future weather events will not adversely affect mining and exploration activities where we operate now and in the future. In particular, mining, drilling and exploration activities may be suspended due to poor ground conditions, ore haulage activities may be slowed or delayed as roads may be temporarily flooded, and deposits where the host rock is clayish in nature may have to be mined or processed at slower than anticipated rates and/or mixed with lower grade stockpile ore. Recoveries may be affected by water quality, including at some of our mines where we use treated gray water. Furthermore, the occurrence of physical climate change events may result in substantial costs to respond to the

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event and/or recover from the event, and to prevent recurrent damage, through either the modification of, or addition to, existing infrastructure at our operations. The scientific community has predicted an increase, over time, in the frequency and severity of extraordinary or catastrophic natural phenomena as a result of climate change. We can provide no assurance that we will be able to predict, respond to, measure, monitor or manage the risks posed as a result.

Geotechnical failures could result in limited or restricted access to mine sites, suspension of operations, government investigations, increased monitoring costs, remediation costs, loss of ore and other impacts, which could cause one or more of our projects to be less profitable than currently anticipated and could result in a material adverse effect on our results of operations and financial position.

Our mining and processing operations are, in some instances, energy intensive. While we have initiated numerous processes to reduce our overall environmental impact, we acknowledge climate change as an international and community concern. Physical climate change events, and the trend toward more stringent regulations aimed at reducing the effects of climate change, could impact our decisions to pursue future opportunities, or maintain existing operations, which could have an adverse effect on our business and future operations. We can provide no assurance that efforts to mitigate the risks of climate changes will be effective and that the physical risks of climate change will not have an adverse effect on our operations and profitability. In addition, as climate change is increasingly perceived as an international and community concern, stakeholders may increase demands for emissions reductions and call upon mining companies to better manage their consumption of climate-relevant resources. Such regulatory requirements may have an adverse impact on us.

Our business may be adversely affected by increasing environmental, social and governance related regulations, including regulations pertaining to climate change.

Recent regulatory, compliance and transparency demands on ESG (environmental, social and governance) matters by authorities, refineries, financial institutions, insurers, reinsurers, among others, represent a challenge for the company in terms of transparency, timeliness, veracity and depth of the information revealed. In addition, governments have introduced or are introducing climate change legislation and treaties at the international, national, state/provincial and local levels. Regulation relating to emission levels (such as carbon taxes) and energy efficiency is becoming more stringent. If the current regulatory trend continues, this may result in increased costs at our operations.

In connection with our authorizations, licenses and permits, we may be subject to restrictions relating to our operations, protection of communities, including Indigenous People, protection of caves, fauna and flora, climate change, among others, which may require us to limit or modify our mining plans, having an impact on our production volumes, costs and reserves and resources. Difficulties in obtaining or renewing permits may lead to construction delays, cost increases, and may adversely impact our production volumes. Social, environmental and health and safety regulations also impose standards, procedures, monitoring and operational controls on activities relating to mineral research, mining, beneficiation, pelletizing activities, railway and marine services, ports, de-characterization, decommissioning, mine closure activities, distribution and marketing of our products. Such regulation may give rise to significant costs and liabilities. Litigation and legal and regulatory uncertainties relating to these, or other related matters may adversely affect our financial condition or cause harm to our reputation.

Social, environmental and health and safety regulations in many countries in which we operate have become stricter in recent years, and it is possible that more regulation or more stringent enforcement of existing regulations will adversely affect us by imposing restrictions on our activities, products, and assets, creating new requirements for the issuance or renewal of environmental licenses and labor authorizations, resulting in licensing and operation delays, raising our costs or requiring us to engage in expensive reclamation efforts. All these factors may affect our practices and result in costs or expense increase, require us to new capital expenditures, restrict or suspend operations, write down or write off assets or reserves and resources.

We may pursue strategic acquisitions or investments. The failure of an acquisition or investment to produce the anticipated results, or the inability to integrate an acquired company fully, could harm our business.

We may actively pursue the acquisition of exploration, development and production assets consistent with our acquisition and growth strategy. From time to time, we may also acquire securities of or other interests in companies with respect to which it may enter into acquisitions or other transactions. Acquisition transactions involve inherent

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risks, including but not limited to: (i) accurately assessing the value, strengths, weaknesses, contingent and other liabilities and potential profitability of acquisition candidates; (ii) ability to achieve identified and anticipated operating and financial synergies; (iii) unanticipated costs; (iv) diversion of management attention from existing business; (v) potential loss of our key employees or key employees of any business acquired; (vi) unanticipated changes in business, industry or general economic conditions that affect the assumptions underlying the acquisition; and (vi) decline in the value of acquired properties, companies or securities.

To acquire properties and companies, we may be required to use available cash, incur debt, issue additional common shares or other securities, or a combination of any one or more of these. This could affect our future flexibility and ability to raise capital, to explore, develop and operate our properties and could dilute existing shareholders and decrease the trading price of the common shares. There is no assurance that when evaluating a possible acquisition, we will correctly identify and manage the risks and costs inherent in the business to be acquired. There may be no right for our shareholders to evaluate the merits or risks of any future acquisition undertaken by us, except as required by applicable laws and regulations.

Evaluating, negotiating, and completing an acquisition may also require substantial management time commitments, regardless of whether the acquisition is completed. The negotiation of potential acquisitions and the integration of acquired operations could disrupt our business by diverting management and employees’ attention away from day-to-day operations.

Any one or more of these factors or other risks could cause us not to realize the anticipated benefits of an acquisition of properties or companies and could have a material adverse effect on our financial condition.

Our reputation could be damaged, including as a result of the actual or perceived occurrence of any number of events, and could include any negative publicity, whether true or not, which could have an adverse impact on our financial performance, cash flows and growth prospects.

As a result of the increased usage and the speed and global reach of social media and other web-based tools used to generate, publish and discuss user-generated content and to connect with other users, companies today are at a much greater risk of losing control over how they are perceived in the marketplace. Damage to our reputation can be the result of the actual or perceived occurrence of any number of events, and could include any negative publicity, whether true or not. We place a great emphasis on protecting our image and reputation, but we do not ultimately have direct control over how it is perceived by others. Reputation loss may lead to increased challenges in developing and maintaining community relations, decreased investor confidence and an impediment to our overall ability to advance our projects, thereby having a material adverse impact on financial performance, cash flows and growth prospects.

Reputation loss, including reputation loss by other mining companies operating in jurisdictions where Aura operates, may result in decreased investor confidence, increased challenges in developing and maintaining community and stakeholder relations and an impediment to our overall ability to advance our projects and strategy, which could have a material adverse impact on our results of operations, financial condition and prospects. While we are committed to operating in a socially responsible manner, there is no guarantee that our efforts in this respect will mitigate this potential risk.

Changes and uncertainties in the tax system in the countries in which we have operations could materially adversely affect our financial condition and results of operations, and reduce net returns to our shareholders

Our taxes are affected by several factors, some of which are outside of our control, including the application and interpretation of the relevant tax laws and treaties. If our filing position, application of tax incentives or similar “holidays” or benefits were to be challenged for any reason, this could have a material adverse effect on our business, results of operations and financial condition.

We are subject to routine tax audits by various tax authorities. Tax audits may result in additional tax, interest payments and penalties which would negatively affect our financial condition and operating results. New laws and regulations or changes in tax rules and regulations or the interpretation of tax laws by the courts or the tax authorities may also have a substantial negative impact on our business. There is no assurance that our current financial condition will not be materially adversely affected in the future due to such changes.

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We are unable to predict what tax reform may be proposed or enacted in the future or what effect such changes would have on our business, but such changes, to the extent they are brought into tax legislation, regulations, policies or practices in jurisdictions in which we operate, could increase the estimated tax liability that we have expensed to date and paid or accrued on our balance sheets, and otherwise affect our financial position, future results of operations, cash flows in a particular period and overall or effective tax rates in the future in countries where we have operations, reduce post-tax returns to our shareholders and increase the complexity, burden and cost of tax compliance.

We incur increased costs as a result of operating as a public company.

We are a public company listed on stock exchanges in Canada and Brazil, and we have applied to list our common shares in the United States on the Nasdaq Global Select Market, and as a result, we incur significant legal, accounting and other expenses that we did not incur as a private company. As a public company listed on a stock exchange in the United States, we will be subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, as well as rules adopted, and to be adopted, by the SEC and Nasdaq. Our management and other personnel need to devote a substantial amount of time to these compliance initiatives and may not effectively or efficiently manage the transition into a public company. Moreover, we expect these rules and regulations to substantially increase our legal and financial compliance costs and to make some activities more time-consuming and costly. For example, we expect these rules and regulations to make it more difficult and more expensive for us to obtain director and officer liability insurance and we may be forced to accept reduced policy limits or incur substantially higher costs to maintain the same or similar coverage. We cannot predict or estimate the amount or timing of additional costs it may incur to respond to these requirements. The impact of these requirements could also make it more difficult for us to attract and retain qualified persons to serve on our Board of Directors, its board committees or as executive officers.

Members of our management team do not have experience managing a company publicly traded in the United States and complying with the increasingly complex laws pertaining to public companies in the United States. The additional demands associated with being a public company in the United States may disrupt regular operations of our business by diverting the attention of some of our senior management team away from revenue producing activities to management and administrative oversight, adversely affecting our ability to attract and complete business opportunities and increasing the difficulty in both retaining professionals and managing and growing our businesses. Our management team may not successfully or efficiently manage our transition to being a public company in the United States subject to significant regulatory oversight and reporting obligations under the U.S. federal securities laws and the continuous scrutiny of securities analysts and investors.

In addition, the public reporting obligations associated with being a public company in the United States may subject us to litigation as a result of increased scrutiny of our financial reporting. If we are involved in litigation regarding our public reporting obligations, this could subject us to substantial costs, divert resources and management attention from our business and seriously undermine our business.

Failure to comply with existing and future rules and obligations of the stock exchanges on which our securities are listed may subject us, our subsidiaries and/or members of our management team to, among other things, delisting, litigation, investigations, expenses, fines and other applicable sanctions.

Any of these effects could harm our business, financial condition and results of operations.

Adverse outcomes in legal proceedings could subject us to substantial damages and adversely affect our results of operations and profitability.

We are and may be party to civil, environmental, tax, labor, criminal, regulatory and administrative or legal proceedings, as well as arbitration and administrative proceedings. We cannot guarantee that the outcome will be favorable to us and that we have adequately recorded provisions for any such proceedings.

Decisions contrary to our interests that involve substantial amounts, especially in cases in which we have not recorded provisions or in which the amounts provisioned are lower than final adjudicated amounts and in which may prevent our conduct of business, may have an adverse effect on our results of operations and business. In addition, government authorities may have understandings or interpretations different than ours in connection with the conduct of our business and may subject us to contingencies for other reasons that require us to spend significant amounts or lead to the loss of grants from government authorities.

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Moreover, we may not have sufficient funds to post collateral or provide guarantees in judicial or administrative proceedings involving substantial amounts. Even if we do not post such collateral or provide guarantees, we will be liable for paying any amounts due pursuant to any unfavorable outcomes in legal proceedings. We cannot assure you that, if we cannot make such payments, our assets, including financial assets, will not be attached or that we will be able to obtain tax good-standing certificates, all of which may have a material adverse effect on our business, financial condition and results of operations.

See “Business — Legal Proceedings.”

We may identify material weaknesses in our internal control over financial reporting and, if we fail to maintain effective internal controls over financial reporting, we may be unable to accurately report our results of operations, meet our reporting obligations and/or prevent fraud.

Prior to this offering, we were not an SEC registrant and were not required to assess or report on the effectiveness of our internal control over financial reporting under the Sarbanes-Oxley Act of 2002.

In connection with the audit of our consolidated financial statements for the year ended December 31, 2024, our external auditors obtained an understanding of our internal controls relevant to their audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of our internal controls in accordance with the provisions of the Sarbanes-Oxley Act of 2002. During this process, a significant deficiency in our internal controls over financial reporting as of December 31, 2024, was identified, which was communicated to management.

The significant deficiency identified related to formal controls within the preparation and review of financial reporting. We are currently implementing remedial measures and will monitor and gather evidence over the coming months to evaluate their effectiveness.

If we fail to maintain the adequacy of our internal control over financial reporting, we may not be able to conclude on an ongoing basis that we have effective internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act of 2002. If we fail to maintain an effective internal control environment, we could suffer material misstatements in our financial statements, fail to meet our reporting obligations or fail to prevent fraud, which would likely cause investors to lose confidence in our reported financial information. This could, in turn, limit our access to capital markets, harm our results of operations, and lead to a decline in the trading price of our common shares. Additionally, ineffective internal control over financial reporting could expose us to increased risk of fraud or misuse of corporate assets and subject us to potential delisting from Nasdaq, regulatory investigations and civil or criminal sanctions.

We are subject to the Sarbanes-Oxley Act, which requires, among other things, that we establish and maintain effective internal control over financial reporting and disclosure controls and procedures. Under the current rules of the SEC, we are required to perform system and process evaluation and testing of our internal controls over financial reporting to allow management to assess their effectiveness. Our testing may in the future reveal deficiencies in our internal controls that are deemed to be material weaknesses or significant deficiencies and render our internal controls over financial reporting ineffective. If we or our management identifies material weaknesses or significant deficiencies in our internal controls over financial reporting that are deemed to be additional material weaknesses, the market price of our common shares may decline and we may be subject to investigations or sanctions by the SEC, the Financial Industry Regulatory Authority, Inc. or other regulatory authorities as well as result in litigation.

Disclosure controls and procedures over financial reporting may not prevent or detect all errors or acts of fraud.

Disclosure controls and procedures, including internal controls over financial reporting, are designed to provide reasonable assurance that information required to be disclosed by the company in reports filed or submitted under the Exchange Act is accumulated and communicated to management, and recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

These disclosure controls and procedures have inherent limitations, which include the possibility that judgments in decision-making can be faulty and result in errors or mistakes. Additionally, controls can be circumvented by any unauthorized override of the controls. Consequently, our business is exposed to risk from potential noncompliance with policies, employee misconduct, negligence and fraud, which could result in regulatory sanctions, civil claims

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and serious reputational or financial harm. In particular, it is not always possible to deter employee misconduct, and the precautions we take to prevent and detect this activity may not always be effective. Accordingly, because of the inherent limitations in the control system, misstatements due to error or fraud may occur and not be detected.

We may also acquire businesses with unknown liabilities, contingent liabilities, internal control deficiencies or other risks. We have plans and procedures to review potential acquisition candidates for a variety of due diligence matters, including compliance with applicable regulations and laws prior to acquisition. Despite these efforts, realization of any of these liabilities or deficiencies may increase our expenses, adversely affect our financial position or cause us to fail to meet our public financial reporting obligations (including as a result of difficulties in integrating different internal control systems with our existing internal control systems).

Our products are sold to a small number of large customers.

Currently, all gold ingots produced at the Apoena, Almas and Minosa mines are sold directly or indirectly to three customers; and up to 70,000 metric tons per annum of copper concentrates produced at the Aranzazu Mine are sold directly to Trafigura México, S.A. de C.V. These customers represent almost the totality of our revenue for the Minosa, Apoena and Almas mines and the Aranzazu Mine. For the year ended December 31, 2024, our largest clients, Auramet International LLC, Asahi Refining USA Inc. and Trafigura México, S.A. de C.V. represented 46.8%, 18.9% and 31.1% respectively of our revenue (36.2%, 21.4% and 40.7% in 2023 and 36.2% 22.1% and 39.2% in 2022).

If any of these customers delays any payments to us, our financial results may be adversely affected. In addition, although we believe there is a widely available market for the minerals we produce, if any of our regular customers reduces the volume of business they do with us or gives preference to other competitors, and we are not able to timely develop commercial relationships with other customers, this may cause disruption and result in an adverse effect on our business, financial condition, operating results and cash flow.

The transport and storage of our products through Honduras, Brazil, and Mexico give rise to risks, including theft, roadblocks and terrorist attacks, losses caused by adverse weather conditions, delays in delivery of shipments, and environmental liabilities.

The ingots and concentrates produced by us have significant value and are transported by road, by air, and/or by ship to refineries and smelters in local countries and overseas. The geographic location of our operating mines in Honduras, Brazil, and Mexico and the air and trucking routes taken through these countries to refinery, smelters and ports for delivery, give rise to risks, including theft, roadblocks and terrorist attacks, losses caused by adverse weather conditions, delays in delivery of shipments, and environmental liabilities in the event of an accident or spill.

Northwestern will beneficially own approximately            % of our common shares. This concentration of ownership and voting power will limit your ability to influence corporate matters.

Immediately following this offering, Northwestern, a company controlled by Paulo Carlos de Brito, the chairman of our Board, will beneficially own approximately            % (or            % if the underwriters’ option to purchase additional common shares is exercised in full) of the issued and outstanding common shares. As a result, Northwestern has the power to exercise significant influence over matters requiring shareholder approval, including the election of directors, amendments to our constating documents, and certain transactions. Furthermore, we could be prevented from entering into transactions that could be beneficial to us or other shareholders or third parties could be discouraged from making an offer or take-over bid to acquire us at a price per common share that is above the then-current market price. In addition, if Northwestern were to sell a substantial amount of its common shares, the market price of the common shares could fall. The perception that such a sale would occur could also produce this effect.

We are subject to anticorruption, anti-bribery and anti-money laundering laws and regulations.

We are subject to various anticorruption, anti-bribery and anti-money laundering laws and regulations of Brazil and of other jurisdictions, including the United States, that prohibit, among other things, our involvement in improper payments to certain public officials for the purpose of obtaining advantages or in transferring the proceeds of criminal activities. We have programs designed to comply with new and existing legal and regulatory requirements. However, any errors, failures or delays in complying with anticorruption, anti-bribery and anti-money laundering laws and regulations could result in significant criminal and civil lawsuits, penalties, forfeiture of significant assets, or other enforcement actions, as well as reputational harm.

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Regulators may increase enforcement of these obligations, which may require us to further revise or expand our compliance program, including the procedures we use to verify the identity of our customers and to monitor our transactions. Regulators regularly reexamine the transaction volume thresholds at which we must obtain and keep applicable records or verify identities of customers, and any change in such thresholds could result in greater costs for compliance. Costs associated with fines or enforcement actions, changes in compliance requirements, or limitations on our ability to grow could harm our business and any new requirements or changes to existing requirements could impose significant costs, result in delays to planned product improvements, make it more difficult for new customers to join our network and reduce the attractiveness of our products and services.

Concessions, authorizations, licenses and permits are subject to expiration, limitation on renewal and various other risks and uncertainties.

Our operations depend on authorizations, concessions and licenses from governmental regulatory agencies and other authorities in the countries in which we operate. We are subject to laws and regulations in many jurisdictions that can change at any time, and changes in laws and regulations may require modifications to our technologies and operations and result in unanticipated capital expenditures. We are also exposed to political risk in our relationship with governmental and regulatory authorities that issue these authorizations, concessions and licenses.

Some of our mining concessions are subject to fixed expiration dates and might only be renewed a limited number of times for a limited period. Apart from mining concessions, we may need to obtain various authorizations, licenses and permits from governmental or other regulatory bodies in connection with the planning, maintenance, operation and closure of our mines and related logistics infrastructure, which may be subject to fixed expiration dates or periodic review or renewal. There is no assurance that renewals will be granted as and when sought, and there is no assurance that new conditions will not be imposed in connection with renewal. Fees for mining concessions might increase substantially due to the passage of time from the original issuance of each individual exploration license. If so, the costs of holding or renewing our mining concessions may render our business objectives unviable. Accordingly, we need to continually assess the mineral potential of each mining concession, particularly at the time of renewal, to determine if the costs of maintaining the concession are justified by the results of operations to date, and we might elect to let some of our concessions lapse. There can be no assurance that concessions will be obtained on terms favorable to us, or at all, for our future intended mining or exploration targets.

We are also subject to laws and regulations and acts by authorities, related to dams, caves, Indigenous People and Traditional Communities that may limit or modify our mining plans, impact our production volumes, costs and reserves and resources.

Furthermore, in Mexico, certain of our recently acquired concessions have not yet been registered with the Mining Public Registry of Mexico. While we acquired a legal title to these through rights assignment agreements, the absence of a current registration means that these rights may not be enforceable vis-à-vis third parties. Additionally, if we ultimately fail to obtain the registration, we may be unable to operate those mining concessions, which could have an adverse effect in our exploration operations at the Aranzazu Mine.

We may not be able to renew or obtain new mining concessions in the Municipalities of Concepción del Oroand Mazapil

On January 8, 2024, a decree was published in the Mexican Federation’s Official Gazette (Diario Oficial de la Federación), declaring the “Semidesierto Zacatecano” site, located in the municipalities of Mazapil, Concepción del Oro, and El Salvador in the state of Zacatecas, as a protected natural area for the protection of flora and fauna, encompassing a total area of 223,796-02-41.70 acres. The areas declared as protected partially include some of the lands in which we currently operate for exploration activities and, notably, do not cover the land corresponding to Macocozac I where we conduct extraction activities.

While our current mining operations in the Municipalities of Concepción del Oro and Mazapil remain unaffected, the renewal of our existing mining concessions, which will become due for renewal between 2029 and 2060, or our ability to obtain new concessions in the areas declared as protected would be denied as the declaration of a protected natural area restricts mining activities within the designated zone.

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Our Mexican subsidiary, Aranzazu Holding, as well as various other stakeholders, are currently contesting in court the application of this Decree, and Aranzazu Holding has obtained a favorable definitive injunction (suspension definitiva) that suspends the application of the decree to our operations, allowing our mining activities in the relevant areas to continue as usual, subject to the final court ruling.

If we do not obtain a favorable ruling in the final judgment, we may be unable to renew or obtain new mining concessions in the areas declared as protected, where we currently only conduct exploration activities. This could adversely impact our ability to implement expansion and development projects and could have a material adverse effect on our business, results of operations and financial condition.

Transitioning to a lower-carbon economy may entail extensive policy, legal, technology, and market changes to address mitigation and adaptation requirements related to climate change.

As a global mining company, we are exposed to various risks in the transition to a lower-carbon economy across our operations, supply chain, and downstream industries. These risks stem from commitments to reducing greenhouse gas (GHG) emissions in the short, medium, and long term, which requires us to make significant investments and incur significant expenses, as well as our ability to adapt during the economic transition needed to limit global warming.

As part of global value chains, and with evolving policy actions around climate change, we face uncertainty and potential misalignment between national and regional governments and sectoral actions. We are exposed to significant financial burdens to comply with and adapt to new regulations and standards. Our failure to make progress in these areas on a timely basis, or revisions of our initiatives and goals, could adversely affect our businesses, our access to capital and reputation.

We continuously monitor identified transition risks, as (i) the lack of incentives and technological transfer to decarbonize hard-to-abate sector in developing and emergent economies, (ii) carbon leakage due to economic protectionism and burdensome cost increase, (iii) reputational impact and climate litigation in case of non-achievement of commitments, and (iv) delays in the adoption of public policies related to the transition to a low-carbon economy, which could impact the demand for metals and minerals.

Our holding company structure makes us dependent on the operations of our subsidiaries.

Our holding company has no business operations of its own. The only material asset of our holding company is all of the outstanding capital stock of our operating subsidiaries. As such, we are dependent on the earnings and cash flow of, and dividends and distributions from, our operating subsidiaries to pay our expenses incidental to being a public holding company and to pay any cash dividend or distribution on our common shares, in each case that may be authorized by our Board of Directors.

Although we are not currently subject to legal or contractual restrictions which prevent us from being able to declare and pay dividends in accordance with our Dividend Policy, we may be adversely affected if the governments of the countries in which we operate impose legal restrictions or taxes on dividend distributions by our subsidiaries, and exchange rate fluctuations will affect the U.S. dollar value of any distributions our subsidiaries make with respect to our equity interests in those subsidiaries.

Risks Relating to the MSG Acquisition

Completion of the MSG Acquisition is subject to conditions, including certain terms that may not be satisfied or completed on a timely basis or at all.

Our ability to consummate the MSG Acquisition is subject to the fulfilment of certain conditions, many of which are beyond our control and may not be satisfied or completed on a timely basis or at all, such as the completion by AngloGold of an ongoing decommissioning of a legacy tailings dam storage facility, the completion of the transfer of certain subsidiaries of MSG to another entity in the seller’s group, anti-trust approval from the Brazilian antitrust authorities (Conselho Administrativo de Defesa Econômica — CADE), and no material adverse event occurring prior to closing, as defined in the Purchase Agreement.

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If the MSG Acquisition is not completed, without realizing any of the benefits of having completed the MSG Acquisition, we will be subject to a certain risks, including but not limited to:

        subject to limited exceptions, we will be required to pay our costs related to the MSG Acquisition, such as legal, and accounting expenses, whether or not the transactions are completed;

        time and resources committed by our management to matters related to the MSG Acquisition could otherwise have been devoted to pursuing other beneficial opportunities; and

        the market price of our common shares could decline to the extent that the current market price reflects a market assumption that the MSG Acquisition will be completed.

In addition to the above risks, if the Purchase Agreement is terminated and our board of directors seeks another acquisition, we cannot assure you that we will be able to find a party willing to enter into transactions similar to the MSG Acquisition.

We may not realize the benefits anticipated from the MSG Acquisition, which could adversely affect the price of our common shares.

The anticipated benefits from the MSG Acquisition are, necessarily, based on projections and assumptions of our management and of external advisors hired by us in connection with the acquisition, which may not materialize as expected or which may prove to be inaccurate. For instance, the expected mineral resources and mineral reserves, the optimization of productivity and other expected efficiencies. Our ability to achieve the anticipated benefits will depend on our ability to successfully and efficiently integrate the MSG mines with our business and carry out our business plan. We may face challenges with successfully integrating and recognizing the anticipated benefits of the MSG Acquisition once completed, including the following:

        potential disruption of, or reduced growth in, our existing mines and our projects, due to diversion of management attention and uncertainty with MSG;

        obligations that we will have to counterparties of MSG that arise as a result of the change in control of MSG;

        consolidating and integrating corporate, information technology, finance and administrative infrastructures, and integrating and harmonizing business and other back-office systems, which may be more difficult than anticipated;

        the occurrence of materials risks relating to MSG and the MSG Acquisition, including risks that we may not have identified as part of our due diligence;

        the loss of employees of MSG as a result of the MSG Acquisition;

        the assumption of and exposure to known and unknown contingent liabilities of MSG, including potential environmental and criminal liabilities and monitoring and liability for the (to be decommissioned) legacy tailings dam storage facility, in each case to which we may have no recourse to the sellers, as well as other risks in areas such as tax, real estate, mining, regulatory and ongoing litigations. Pursuant to the MSG Acquisition, we assume liability for environmental claims against the sellers which relate to MSG; and

        MSG is in the process of renewing its operational license, including an approval request of which would also allow tailings to be disposed of in former open pit mine. If the operating license, including the approval for the tailings disposal, is not approved in a timely manner, that can negatively affect the MSG operations.

If we do not effectively manage these issues and any other challenges inherent in integrating the new asset, we may fail to achieve the anticipated benefits of the acquisition, incur unanticipated expenses and charges and our operating results and the value of our common shares could be adversely affected.

Moreover, we included disclosure based on AngloGold’s existing mineral resource and mineral reserve report and other business information prepared by AngloGold for the MSG Acquisition. Such report and information was prepared before we entered into the Purchase Agreement to acquire MSG and we are unable to update the estimates

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prior to the completion of the relevant transaction. A qualified person engaged by the Company has not done sufficient work to classify the historical estimates as a current estimate of mineral resources, mineral reserves, or exploration results under S-K 1300 or comment on the reliability of the historic resources or what work needs to be done to upgrade or verify the historical estimates as current. In addition, we cannot confirm if such classifications are compatible with, or directly comparable to, the requirements of S-K 1300, or give any assurance that such estimates will be confirmed once we have verified them or will not change in the future.

Risks Relating to the Countries in Which We Operate

We are subject to risks relating to our significant presence in Latin America, which has experienced, and may continue to experience, adverse economic or political conditions that may materially adversely impact our business, financial condition and results of operations.

Political and related legal and economic uncertainty may exist in the countries where we operate or may operate in the future. Our mineral exploration, development and mining activities may be adversely affected by political instability and changes to government regulation relating to the mining industry.

We conduct or participate in mining, development, exploration, and other activities through our subsidiaries in Colombia, Brazil, Mexico, Honduras and Guatemala, all of which are emerging markets. Investing in emerging markets generally involves risks.

Fluctuations in the economies of Latin American countries have historically experienced uneven periods of economic growth, recessions, periods of high inflation and economic instability, including as a result of actions adopted by the governments of Latin American countries have had and may continue to have a significant impact on our subsidiaries operating in those countries. Recently, the economic growth rates of the economies of many Latin American countries have slowed and some have entered mild recessions. Additionally, economic and political developments in Latin America, including future economic changes or crises (such as inflation, currency devaluation or recession), government deadlock, political instability, terrorism, civil strife, changes in laws and regulations (including a recent amendment to the Mexican constitution to significantly restructure the judiciary branch, by means of which all federal and local judges will be elected by popular vote), restrictions on the repatriation of dividends or profits, expropriation or nationalization of property, restrictions on currency convertibility, volatility of the foreign exchange market and exchange controls could impact our operations and/or the market value of our common shares and have a material adverse effect on our business, financial condition and results of operations.

In addition, we may encounter the following difficulties, among others, related to the foreign markets in which we currently operate or will operate in the future:

        expropriation or nationalization of property;

        changes in laws or policies or increasing legal and regulatory requirements of particular countries, including those relating to taxation, royalties, imports, exports, duties, currency, in-country beneficiation or other claims by government entities, including retroactive claims and/or changes in the administration of laws, policies and practices;

        uncertain political and economic environments, war, terrorism, sabotage and civil disturbances;

        lack of certainty with respect to legal systems, corruption and other factors that are inconsistent with the rule of law;

        delays in obtaining or the inability to obtain or maintain necessary governmental permits or to operate in accordance with such permits or regulatory requirements;

        restrictions on the ability of local operating companies to sell gold or other minerals offshore for U.S. dollars, and on the ability of such companies to hold U.S. dollars or other foreign currencies in offshore bank accounts;

        import and export regulations, including restrictions on the export of gold or other minerals;

        limitations on the repatriation of earnings;

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        underdeveloped industrial or economic infrastructure;

        internal security issues;

        increased financing costs;

        currency fluctuations;

        renegotiation, cancellation or forced modification of existing contracts; and

        risk of loss due to disease, and other potential medical endemic or pandemic issues, as a result of the potential related impact to employees, disruption to operations, supply chain delays, trade restrictions and impact on economic activity in affected countries or regions.

We cannot guarantee that changes will not be made in the government or laws of the jurisdictions in which our operations are located or changes in the regulatory environment for mining companies in general or companies not domiciled in these countries, which could adversely and materially affect us.

Illegal activity in the countries in which we operate could negatively impact our reputation and results of operations.

Our primary mineral exploration activities are conducted in Honduras, Brazil, Mexico, Guatemala, Colombia and the United States and we are exposed to various levels of political, economic and other risks and uncertainties. These risks include but are not limited to, hostage taking, murder, illegal mining, high rates of inflation, corruption of government officials, blackmail, extortion and other illegal activity. Corruption of foreign officials could affect or delay required permits, service levels by foreign officials, and protection by police and other government services.

We are required to comply with anti-corruption and anti-bribery laws, including the Criminal Code, the Canadian Corruption of Foreign Public Officials Act and the U.S. Foreign Corrupt Practices Act, as well as similar laws in the jurisdictions in which we conduct our business. In recent years, there has been a general increase in both the frequency of enforcement and the severity of penalties under such laws, resulting in greater scrutiny and punishment to companies convicted of violating anti-corruption and anti-bribery laws. Furthermore, a company may be found liable for violations not only by its employees, but also by its contractors and third-party agents. Although we have adopted steps to mitigate such risks, such measures may not always be effective in ensuring that we, our employees, contractors and third-party agents will comply strictly with such laws. If we find ourself subject to an enforcement action or are found to be in violation of such laws, this may result in significant penalties, fines and/or sanctions imposed on us resulting in a material adverse effect on our reputation and results of our operations.

While we take measures to protect both personnel and property, there is no guarantee that such measures will provide an adequate level of protection for us or our personnel. The occurrence of illegal activity against us or our personnel cannot be accurately predicted and could have an adverse effect on our operations.

Developments and the perceptions of risks in other countries, including other emerging markets, the United States and Europe, may harm the economies of the countries in which we operate and sell our products and the price of our common shares.

The market for securities offered by companies such as ours is influenced by economic and market conditions in Latin America and emerging markets, as well as the United States, Europe and other countries. To the extent the conditions of the global markets or economy deteriorate, our business may be adversely affected. The weakness in the global economy has been marked by, among other adverse factors, lower levels of consumer and corporate confidence, decreased business investment and consumer spending, increased unemployment, reduced income and asset values in many areas, reduction of China’s growth rate, currency volatility and limited availability of credit and access to capital. Developments or economic conditions in other emerging countries have at times significantly affected the availability of credit to companies with significant operations in Latin America and resulted in considerable outflows of funds from Latin America, decreasing the amount of foreign investments in Latin America, impacting overall growth expectations for the Latin American economies.

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Crises and political instability in other emerging market countries, the United States, Europe or other countries, including increased international trade tensions and protectionist policies, could decrease investor demand for securities offered by companies with significant operations in Latin America, such as our common shares. These developments, as well as potential crises and forms of political instability arising therefrom or any other as of yet unforeseen development, may harm our business and the price of our common shares. These developments, as well as potential crises and forms of political instability arising therefrom or any other as of yet unforeseen development, may adversely affect the United States and global economies and capital markets, which may, in turn, materially adversely affect the trading price of our common shares.

Exchange rate volatility in the countries which we conduct operations could materially adversely affect our financial condition and results of operations.

The currencies in the countries in which we operate have historically experienced frequent and substantial variations in relation to the U.S. dollar and other foreign currencies. Fluctuations in currency exchange rates may significantly impact our earnings and cash flows. The appreciation of the Honduran lempira, Brazilian real, Mexican peso and the Guatemalan quetzal against the US dollar would increase the cost of exploration, development and operation of our mineral properties located in Honduras, Brazil, Mexico and Guatemala which could have a material adverse effect on our financial condition, results of operations or cash flow results.

As of December 31, 2024, the U.S. dollar commercial selling rate published by the Central Bank of Brazil was R$6.1923 per US$1.00, which represented a 27.9% increase as compared to the selling rate of R$4.841 per US$1.00 as of December 31, 2023. As of December 31, 2024, the U.S. dollar commercial selling rate published by the Central Bank of Mexico (the FIX rate) was MXN20.8829 per US$1.00, which represented a 23.1% increase as compared to the selling rate of MXN16.9190 per US$1.00 as of December 31, 2023. As of December 31, 2024, the U.S. dollar commercial selling rated published by the Central Bank of Honduras was HNL25.5069 per US$1.00, which represented a 3% increase as compared to the selling rate of HNL24.7746 per US$1.00 as of December 31, 2023. Significant volatility in currency prices, among other factors, may also result in disruption of foreign exchange markets, which could limit our ability to transfer or to convert certain currencies into U.S. dollars and other currencies. The central banks and governments of the countries in which we operate may institute restrictive exchange rate policies in the future and impose taxes on foreign exchange transactions.

Disruption or volatility in global financial and credit markets could adversely affect the financial and economic environment in the countries in which we operate, most notably Brazil, Mexico, Honduras and Guatemala which could have a material adverse effect on our business, financial condition and results of operations.

Our operations are dependent upon the performance of the economies in which we do business, and Latin American economies in particular. Crises and volatility in the financial markets of countries other than those in Latin America may affect the global financial markets and the local economies and may have a negative impact on our operations.

As an example, there have been concerns over conflicts, unrest and terrorist threats in the Middle East, Europe and Africa, which have resulted in volatility in oil and other markets. The United States and China have recently been involved in controversy over trade barriers in China that threatened a trade war between the countries and have implemented or proposed to implement tariffs on certain imported products. Sustained tension between the United States and China over trade policies could significantly undermine the stability of the global economy and financial markets. Since 2022, the military conflict between the Russian Federation and Ukraine is contributing to further increases in the prices of energy, oil and other commodities and to volatility in financial markets globally, as well as a new landscape in relation to international sanctions. The global economy was also adversely affected by the ongoing conflict in the Middle East beginning in the second half of 2023. The war is causing a humanitarian crisis in the Gaza Strip and could lead to an escalation of the conflict in the region, rise in oil and gas prices, more inflationary pressures and market volatility. In tandem with the appreciation of the U.S. dollar, these increases could cause greater inflationary pressures and may hinder the economic recovery in Latin America.

Volatility and uncertainty in global financial and credit markets have generally led to a decrease in liquidity and an increase in the cost of funding for international issuers and borrowers. Such conditions may adversely affect our ability to access capital and liquidity on financial terms that are acceptable, if at all. If we are unable to access capital and liquidity on financial terms acceptable to us or at all, our financial condition and the results of our

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operations may be adversely affected. In addition, the economic and market conditions of other countries, including the United States, countries in the EU and emerging markets, may affect the volume of foreign investments in Latin America. If the level of foreign investment declines, our access to capital may likewise decline, which could negatively affect our business, ability to take advantage of strategic opportunities and, ultimately, the trading price of our common shares.

Governments have exercised, and continue to exercise, significant influence over the economies in which we operate. This influence, as well as political and economic conditions in the countries in which we operate, could have a material adverse effect on our business, financial condition and results of operations and the price of our common shares.

Governments in many of the markets in which we currently, or may in the future, operate frequently exercise significant influence over their respective economies and occasionally make significant changes in policy and regulations. Government actions to control inflation and other policies and regulations have often involved, among other measures, increases or decreases in interest rates, changes in fiscal policies, wage and price controls, foreign exchange rate controls, blocking access to banking accounts, currency devaluations, capital controls and import and export restrictions. We have no control over and cannot predict what measures or policies governments may take in the future. Our business and the market price of our common shares may be harmed by changes in government policies, as well as general economic factors, including, without limitation:

        growth or downturn of the relevant economy;

        interest rates and monetary policies;

        exchange rates and currency fluctuations;

        inflation;

        liquidity of the domestic capital and lending markets;

        import and export controls;

        exchange controls and restrictions on remittances abroad and payments of dividends;

        modifications to laws and regulations according to political, social and economic interests;

        fiscal policy, and changes in tax laws;

        economic, political and social instability, including general strikes and mass demonstrations;

        labor and social security regulations;

        energy and water shortages and rationing;

        the outbreak of any communicable diseases or any other public health crises;

        commodity prices; and

        other political, diplomatic, social and economic developments in or affecting the countries in which we operate.

Uncertainty over whether governments in Latin America will implement reforms or changes in policy or regulation affecting these or other factors in the future may affect economic performance and contribute to economic uncertainty in Latin America, which may have an adverse effect on our activities and consequently our results of operations, and may also adversely affect the trading price of our common shares.

In particular, Latin America’s political environment has historically influenced, and continues to influence, the performance of the region’s economy. Political crises have affected and continue to affect the confidence of investors and the general public, which have historically resulted in economic deceleration and heightened volatility in the securities offered by companies with significant operations in Brazil and other Latin American countries. The recent economic instability in Latin America has contributed to a decline in market confidence in the Latin American economies as well as to a deteriorating political environment.

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As has been true in the past, the current political and economic environment in Brazil and certain other Latin American countries has and is continuing to affect the confidence of investors and the general public, which has historically resulted in economic deceleration and heightened volatility in the securities offered by companies with significant operations in Brazil and elsewhere in Latin America, which may adversely affect us and our common shares.

Infrastructure and workforce deficiencies in the countries in which we operate may impact economic growth and have a material adverse effect on our business, financial condition and results of operations.

Our performance depends on the overall health and growth of the economies in which we operate. Growth is limited by inadequate infrastructure, including potential energy shortages and deficient transportation, logistics and telecommunication sectors, general strikes, the shortage of a qualified labor force and the lack of private and public investments in these areas, which limit productivity and efficiency. Any of these factors could lead to labor market volatility and generally impact income, purchasing power and consumption levels, which could limit growth and ultimately have a material adverse effect on us.

Inflation, government efforts to control inflation and changes in interest rates may hinder the growth of the economies of the countries in which we operate and could have a material adverse effect on us.

In the past, high levels of inflation have adversely affected the economies and capital markets of some of the countries in which we operate and have hampered the ability of their governments to create conditions that stimulate or maintain economic growth. For example, the Brazilian government’s measures to fight inflation, principally through the Central Bank of Brazil, have had significant effects on the Brazilian economy and our business, and can continue to do so. Tight monetary policies with high compulsory reserve requirements may restrict Brazil’s growth and the availability of credit, reduce our loan volumes and increase our loan loss provisions. Conversely, less strict government and Central Bank of Brazil policies and interest rate decreases may trigger increases in inflation and, consequently, growth volatility and the need for sudden and significant interest rate increases, which could negatively affect our spreads.

For example, on March 17, 2021, the Central Bank of Brazil began to rapidly raise the Brazilian base interest rate, or “SELIC,” first to 2.75% and then by the end of the year to 9.25% on December 8, 2021. In 2022, the Central Bank of Brazil continued to raise the rate, reaching a peak of 13.75% on August 3, 2022, where it remained stable. On August 2, 2023, the Central Bank of Brazil reversed this trend by lowering the SELIC rate to 13.25%, and continued a pattern of reductions ultimately reducing it to 10.50% on May 8, 2024. However, on September 18, 2024, the Central Bank of Brazil began to increase rates again, increasing the SELIC rate first back to 10.75%. As of the date of this prospectus, the SELIC rate is now 14.75%. Inflation adversely affects our personnel and other administrative expenses that are directly or indirectly tied to inflation indexes, such as the consumer price index (Índice de Preços ao Consumidor — Amplo), or “IPCA”, and the general index of market prices (Índice Geral de Preços-Mercado), or “IGPM.”

Inflation, government measures to curb inflation, and speculation related to possible measures regarding inflation may significantly contribute to uncertainty regarding the economies in which we operate and weaken investors’ confidence in these countries. Future governmental actions, intervention in the foreign exchange market, and actions to adjust or fix the value of the local currency, may trigger increases in inflation and adversely affect the performance of the economy as a whole. Furthermore, high rate of inflation, compounded by high and increasing interest rates, declining consumer spending and increasing unemployment, may have a material adverse impact on the economies in which we operate in as a whole, as well as on us.

Credit rating downgrading of the countries in which we operate could reduce the trading price of our common shares.

We may be harmed by investors’ perceptions of risks related to sovereign debt credit rating of the countries in which we operate. Rating agencies regularly evaluate those countries and their sovereign credit ratings, which are based on a number of factors including macroeconomic trends, fiscal and budgetary conditions, indebtedness metrics and the perspective of changes in any of these factors.

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Risks Relating to Our Common Shares and the Offering

We have broad discretion in the use of the net proceeds from this offering and may not use them effectively.

Our management will have broad discretion in the application of the net proceeds from this offering and could use the proceeds in ways that do not improve our results of operations or enhance the value of our common shares. The failure by our management to apply these funds effectively could result in financial losses that could have a material adverse effect on our business, financial condition and results of operations. Pending their use, we may invest the net proceeds from this offering in a manner that does not produce income or that loses value. See “Use of Proceeds.

As a foreign private issuer, we have different disclosure, Nasdaq corporate governance standards and other requirements than U.S. domestic registrants.

As a foreign private issuer, we are subject to different disclosure and other requirements than domestic U.S. registrants. For example, as a foreign private issuer, in the United States, we are not subject to the same disclosure requirements as a domestic U.S. registrant under the Exchange Act, including the requirements to prepare and issue quarterly reports on Form 10-Q or to file current reports on Form 8-K upon the occurrence of specified significant events, the proxy rules applicable to domestic U.S. registrants under Section 14 of the Exchange Act or the insider reporting and short-swing profit rules applicable to domestic U.S. registrants under Section 16 of the Exchange Act. In addition, we rely on exemptions from certain U.S. corporate governance-related rules that permit us to follow home country legal requirements rather than certain of the requirements that are applicable to U.S. domestic registrants. See “Management — Foreign Private Issuer Status” and “Description Of Shares — Memorandum and Articles of Association” for more information.

Furthermore, foreign private issuers are required to file their annual report on Form 20-F within 120 days after the end of each fiscal year, while U.S. domestic issuers that are accelerated filers are required to file their annual report on Form 10-K within 75 days after the end of each fiscal year. Foreign private issuers are also exempt from Regulation Fair Disclosure, aimed at preventing issuers from making selective disclosures of material information. As a result of the above, even though we are required to furnish reports on Form 6-K disclosing the limited information that we have made or are required to make public pursuant to home country law, or are required to distribute to shareholders generally, and that are material to us, including pursuant to the rules of any stock exchange on which our securities are listed, you may not receive information of the same type or amount that is required to be disclosed to shareholders of a U.S. company.

Moreover, we are not required to file periodic reports and financial statements with the SEC as frequently or within the same time frames as U.S. companies with securities registered under the Exchange Act. We currently prepare our financial statements in accordance with IFRS Accounting Standards. We will not be required to file financial statements prepared in accordance with or reconciled to U.S. GAAP so long as our financial statements are prepared in accordance with IFRS Accounting Standards.

We cannot predict if investors will find our common shares less attractive because we rely on these exemptions. If some investors find our common shares less attractive as a result, there may be a less active trading market for our common shares and our share price may be more volatile.

We may lose our foreign private issuer status which would then require us to comply with the Exchange Act’s domestic reporting regime and cause us to incur significant legal, accounting and other expenses.

In order to maintain our current status as a foreign private issuer, either (a) more than 50% of the voting power of all our outstanding classes of voting securities (on a combined basis) must be either directly or indirectly owned of record by non-residents of the United States or (b)(1) a majority of our executive officers or directors must not be U.S. citizens or residents; (2) more than 50% of our assets cannot be located in the United States; and (3) our business must be administered principally outside the United States. We intend to monitor the composition of our shareholder base to determine whether we meet these criteria. If we lose this status, we would be required to comply with the Exchange Act reporting and other requirements applicable to U.S. domestic issuers, which are more detailed and extensive than the requirements for foreign private issuers. We may also be required to make changes in our corporate governance practices in accordance with various SEC and Nasdaq rules, and report our financial

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statements in accordance with U.S. GAAP, which may differ materially from IFRS Accounting Standards, all of which may involve time, effort and additional costs to implement. The regulatory and compliance costs to us under U.S. securities laws if we are required to comply with the reporting requirements applicable to a U.S. domestic issuer may be significantly higher than the costs we incur as a foreign private issuer.

As an “emerging growth company” (as defined in the JOBS Act), we will have reduced disclosure and other requirements that are different than U.S. domestic registrants and non-emerging growth companies.

The JOBS Act contains provisions that, among other things, relax certain reporting requirements for emerging growth companies. Under this act, as an emerging growth company, we will not be subject to the same disclosure and financial reporting requirements as nonemerging growth companies. For example, as an emerging growth company we are permitted to, and intend to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies. Also, we will not have to comply with future audit rules promulgated by the U.S. Public Company Accounting Oversight Board, or “PCAOB”, (unless the SEC determines otherwise) and our auditors will not need to attest to our internal controls under Section 404(b) of the Sarbanes-Oxley Act. We may follow these reporting exemptions until we are no longer an emerging growth company. As a result, our shareholders may not have access to certain information that they deem important. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual revenues of at least US$1.235 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common shares that is held by nonaffiliates exceeds US$700.0 million as of the prior June 30, and (2) the date on which we have issued more than US$1.0 billion in nonconvertible debt during the prior three-year period. Accordingly, the information about us available to you will not be the same as, and may be more limited than, the information available to shareholders of a nonemerging growth company. We could be an “emerging growth company” for up to five years, although circumstances could cause us to lose that status earlier, including if the market value of our common shares held by nonaffiliates exceeds US$700 million as of any June 30 (the end of our second fiscal quarter) before that time, in which case we would no longer be an “emerging growth company” as of the following December 31 (our fiscal year end). We cannot predict if investors will find our common shares less attractive because we may rely on these exemptions. If some investors find our common shares less attractive as a result, there may be a less active trading market for our common shares and the price of our common shares may be more volatile.

If securities analysts do not publish research or reports about our business or if they downgrade our common shares or securities issued by other companies in our sector, the price and trading volume of our common shares could decline.

A trading market for our common shares on Nasdaq may not develop. Furthermore, any future trading market for our common shares may be affected in part by the research and reports that industry and financial analysts come to publish about us or our business after we become an independent listed company. We do not control these analysts. Furthermore, if one or more of the analysts downgrade our common shares or our industry and change their views regarding the shares of any of our competitors or other companies in our sector, or publish inaccurate or unfavorable research about our business, the market price of our common shares could decline.

An active trading market for our securities may not be sustained, and investors may not be able to resell our common shares at or above the price for which they purchased such securities.

Our common shares are currently listed on the TSX and our BDRs on the B3. In addition, we have applied to list our common shares on Nasdaq. The listing of our common shares and BDRs does not guarantee that a liquid market for our common shares will develop or be sustained or that we will be able to maintain our listings on the TSX, the B3 and Nasdaq (if approved). No assurance can be provided as to the demand for or trading price of our common shares following completion of this offering.

An active trading market for our common shares may not be sustained. In the absence of an active trading market for our common shares, investors may not be able to sell our common shares at or above the price they paid at the time that they would like to sell. If either none or only a limited number of securities or industry analysts maintain coverage, or if these securities or industry analysts are not widely respected within the general investment

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community, the demand for our common shares could decrease, which might cause our share price and trading volume to decline significantly. In addition, an inactive market may impair our ability to raise capital by selling shares or equity securities and may impair our ability to acquire business partners by using common shares as consideration, which, in turn, could harm our business.

The market price of our equity securities may be volatile, and your investment could suffer or decline in value.

The stock exchanges, including TSX and B3 (and, if approved, Nasdaq) on which certain of our securities are listed as described elsewhere herein, may from time to time be subject to large fluctuations beyond our control which may result in losses to investors. The price of our securities is likely to be significantly affected by short-term changes in gold and/or copper prices or in our financial condition or results of operations as reflected in our quarterly and annual reports. Other factors unrelated to our performance that may have an effect on the price of our securities include the following: levels of supply and demand for our products and for a broad range of other industrial products; expectations with respect to the rate of inflation; the relative strength of certain currencies; interest rates; speculative activities; transportation restrictions; global or regional political or economic crises; government policy changes, including taxes and tariffs; trade disputes or the potential for trade disputes; the extent of analytical coverage available to investors concerning our business may be limited if investment banks with research capabilities do not continue to follow our securities; the lessening in trading volume and general market interest in our securities may affect an investor’s ability to trade significant numbers of common shares; and the size of our public float may limit the ability of some institutions to invest in our securities. Even if an active, liquid and orderly trading market is sustained for our common shares, the market price of our common shares may be volatile and could decline significantly.

In addition, if our performance does not meet market expectations, the price of our securities may decline. Fluctuations in the price of our securities could contribute to the loss of all or part of your investment. Factors affecting the trading price of our common shares may also include:

        actual or anticipated fluctuations in our quarterly financial results or the quarterly financial results of companies perceived to be similar to us;

        changes in the market’s expectations about operating results;

        our operating results failing to meet market expectations in a particular period;

        operating and stock price performance of other companies that investors deem comparable to us;

        changes in laws and regulations affecting our business;

        commencement of, or involvement in, litigation involving us;

        changes in our capital structure, such as future issuances of securities or the incurrence of debt;

        any significant change in our board or management;

        sales of substantial amounts of our common shares by our directors, executive officers or significant shareholders or the perception that such sales could occur; and

        general economic and political conditions such as recessions, interest rates, fuel prices, international currency fluctuations and acts of war or terrorism.

Broad market and industry factors may depress the market price of our common shares irrespective of our operating performance. The stock market in general has experienced price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the particular companies affected. The trading prices and valuations of these stocks, and of our securities, may not be predictable. A loss of investor confidence in the market for companies engaging in the mining industry or the stocks of other companies which investors perceive to be similar to us could depress the price of our common shares regardless of our business, prospects, financial conditions or results of operations. A decline in the market price of our common shares also could adversely affect our ability to issue additional securities and our ability to obtain additional financing in the future.

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Moreover, in the past, following periods of volatility in the trading price of a company’s securities, securities class action litigation has often been instituted against that company. If we were to be involved in any similar litigation, we could incur substantial costs and our management’s attention and resources could be diverted, which would have a material adverse effect on us.

As a result of any of these factors, the market price of our securities at any given point in time may not accurately reflect our long-term value. Securities class action litigation often has been brought against companies following periods of volatility in the market price of their securities. We may in the future be the target of similar litigation. Securities litigation could result in substantial costs and damages and divert management’s attention and resources.

The economic value of your investment may be diluted.

We may, from time to time, need additional funds to implement our growth strategy, acquire target companies or otherwise conduct our activities and we may issue additional common shares. Any additional funds obtained by such a capital increase may dilute your interest in our company or decrease the market price of our common shares.

Holders of our common shares may not receive any dividends.

We adopted a Dividend Policy, which was amended in 2024. See “Dividends and Dividend Policy.”

The declaration of dividends under the Dividend Policy is subject to the discretion of the Board, having regard to the best interests of the Company and the limitations imposed by the solvency tests contained in our memorandum of association and articles of association and other requirements of applicable corporate law. Nothing in the Dividend Policy shall restrict the discretion of the Board from authorizing sustaining capital expenditures or exploration capital expenditures that the Board deems to be in the best interests of the Company. These expenditures may limit future amounts of dividends payable under the Dividend Policy. There can be no assurance that dividends will continue to be paid in the future or on the same terms as have been previously paid by us.

Furthermore, although we are not currently subject to restrictions which prevent us from being able to declare and pay dividends in accordance with our Dividend Policy, in the future payments of dividends could be limited by covenants in debt instruments we have entered into or will enter into, such as covenants on restricted payments, or minimum debt ratios, liquidity or free cash flow.

Moreover, our ability to pay dividends may be limited by our subsidiaries’ ability to pay dividends to us. For instance, our operating subsidiaries may not pay dividends or distribute funds to us because, for example, they may not generate sufficient cash or profit; local laws may be enacted that restrict or prohibit them from issuing dividends or making distributions, or if the governments of the countries in which they operate impose legal restrictions or taxes on dividend distributions. Dividends from our subsidiaries are also subject to exchange rate fluctuations that will affect the U.S. dollar value of any distributions our subsidiaries make with respect to our equity interests in those subsidiaries.

Although we intend to pay dividends in accordance with our Dividend Policy, we are under no legal obligation to do so. Shareholders have no contractual or other legal right to require us to declare dividends and our Board may determine not to pay dividends, or to amend our Dividend Policy, in its sole discretion.

United States civil liabilities and certain judgments obtained against us by our shareholders may not be enforceable.

We are a British Virgin Islands company and substantially all of our assets are located outside of the United States. In addition, the majority of our directors and officers are nationals and residents of countries other than the United States, and a substantial portion of the assets of these persons is located outside of the United States. As a result, it may be difficult to effect service of process within the United States upon these persons. It may also be difficult to enforce in U.S. courts judgments obtained in U.S. courts based on the civil liability provisions of the U.S. federal securities laws against us and our officers and directors who are not resident in the United States and the substantial majority of whose assets are located outside of the United States.

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Further, it is unclear if original actions predicated on civil liabilities based solely upon U.S. federal securities laws are enforceable in courts outside the United States, including in the British Virgin Islands. Courts of the British Virgin Islands may not, in an original action in the British Virgin Islands, recognize or enforce judgments of U.S. courts predicated upon the civil liability provisions of the securities laws of the United States or any state of the United States on the grounds that such provisions are penal in nature. Although there is no statutory enforcement in the British Virgin Islands of judgments obtained in the United States, courts of the British Virgin Islands will recognize and enforce a foreign judgment of a court of competent jurisdiction if such judgment is final, for a liquidated sum, provided it is not in respect of taxes or a fine or penalty, is not inconsistent with a British Virgin Islands judgment in respect of the same matters, and was not obtained in a manner which is contrary to the public policy of the British Virgin Islands. In addition, a British Virgin Islands court may stay proceedings if concurrent proceedings are being brought elsewhere.

We may be or become a “passive foreign investment company,” or a PFIC, which could result in adverse U.S. federal income tax consequences to U.S. Holders of common shares.

In general, a non-U.S. corporation is a PFIC for U.S. federal income tax purposes for any taxable year in which, after the application of certain look-through rules with respect to its subsidiaries, either (i) 50% or more of the value of its assets (generally determined on the basis of a quarterly average) consists of assets that produce, or are held for the production of, passive income, or (ii) 75% or more of its gross income consists of passive income. Passive income generally includes dividends, interest, certain royalties and rents, and gains from the disposition of passive assets. Cash and cash equivalents are passive assets.

Based on the expected market price of our common shares following this offering, the manner in which we currently conduct our business, and the composition of our income and assets, including goodwill, we do not expect to be a PFIC for our current taxable year or in the foreseeable future. However, because our PFIC status for any taxable year is an annual determination that can be made only after the end of that year and will depend on the composition of our income and assets and the value of our assets from time to time (including the value of goodwill, which may be determined in large part by reference to the market price of our common shares from time to time, which could be volatile), there can be no assurances that we will not be a PFIC for the current or any future taxable year, and our U.S. counsel expresses no opinion with respect to our PFIC status, or with respect to our expectations regarding our PFIC status in the current or any future taxable year.

If we are a PFIC for any taxable year during which a U.S. Holder (as defined herein) owns our common shares, we generally would continue to be treated as a PFIC with respect to that U.S. Holder for all succeeding years during which the U.S. Holder holds our common shares, even if we ceased to meet the threshold requirements for PFIC status. Such a U.S. Holder generally will be subject to adverse U.S. federal income tax consequences, including increased tax liability on disposition gains and certain “excess distributions” and additional reporting requirements. Prospective holders of our common shares should consult their tax advisers regarding the application of the PFIC rules to us and the risks of owning equity securities in a company that may be a PFIC. See “Taxation — Material U.S. Federal Income Tax Considerations for U.S. Holders — Passive Foreign Investment Company Rules.

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Special Note Regarding Forward-Looking Statements

This prospectus contains estimates and forward-looking statements subject to risks and uncertainties, principally in “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business.” Some of the matters discussed concerning our business operations and financial performance include estimates and forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are forward-looking statements.

Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by the Company, are inherently subject to significant business, economic and competitive uncertainties and contingencies. Our estimates and forward-looking statements may be influenced by the following factors, among others:

        the volatility of commodity prices, especially gold and copper;

        the presence of and continuity of metals at our projects at modeled grades;

        the capacities of various machinery and equipment;

        the availability of personnel, machinery and equipment at estimated prices, including our ability to attract and retain a qualified management team and other team members while controlling our labor costs;

        fluctuations in interest, inflation and exchange rates in the countries in which we operate;

        metals and minerals sales prices, appropriate discount rates, as well as our expectations regarding our operating and net profit margins;

        tax rates and royalty rates applicable to the mining operations, including changes in taxes or other fiscal assessment;

        cash costs; anticipated mining losses and dilution;

        metals recovery rates, reasonable contingency requirements; our expected ability to develop adequate infrastructure at a reasonable cost;

        our expected ability to develop our projects including financing such projects; and receipt of regulatory approvals on acceptable terms.

        general economic, political, social and business conditions in the countries in which we operate, including the impact of the current international economic environment and the macroeconomic conditions in those countries;

        economic developments and perception of risk in other countries, including a global downturn;

        our ability to innovate and respond to technological advances and changing market needs and customer demands;

        any failures to adequately protect ourselves against risks relating to cybersecurity;

        our ability to protect personal data; and

        other risk factors as set forth under “Risk Factors” in this prospectus.

Forward-looking statements relate to future events or future performance and reflect our current estimates, predictions, expectations or beliefs regarding future events and include, without limitation, statements with respect to: expected production from, and the further potential of our properties; our ability to achieve our longer-term outlook and the anticipated timing and results thereof; the ability to lower our costs and increase production; the economic viability of a project; strategic plans, including our plans with respect to its properties; amounts of mineral reserves and mineral resources; the amount of future production over any period; capital expenditure and mine production costs; the outcome of mine permitting and other required permitting; the outcome of legal

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proceedings which involve us; information with respect to the future price of copper, gold, silver and other minerals; estimated mineral reserves and mineral resources; our exploration and development program; estimated future expenses; exploration and development capital requirements; the amount of waste tons mined; the amount of mining and haulage costs; operating costs; strip ratios and mining rates; expected grades and ounces of metals and minerals; expected processing recoveries; expected time frames; prices of metals and minerals; mine life; gold hedge programs; our ability to successfully maintain operations at its producing assets, or to restart these operations efficiently or economically, or at all; and our ability to continue as a going concern. Often, but not always, forward-looking statements may be identified by the use of words such as “expects”, “anticipates”, “plans”, “projects”, “estimates”, “assumes”, “intends”, “strategy”, “goals”, “objectives” or variations thereof or stating that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved, or the negative of any of these terms and similar expressions.

Estimates and forward-looking statements are intended to be accurate only as of the date they were made, and we undertake no obligation to update or to review any estimate and/or forward-looking statement because of new information, future events or other factors. Estimates and forward-looking statements involve risks and uncertainties and are not guarantees of future performance. Our future results may differ materially from those expressed in these estimates and forward-looking statements. You should therefore not make any investment decision based on these estimates and forward-looking statements.

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Use of Proceeds

We estimate that the net proceeds to us from the sale of our common shares in this offering will be approximately US$            , based upon the last reported trading price of our common shares on the TSX as set forth on the cover page of this prospectus, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. If the underwriters’ option to purchase additional common shares from us is exercised in full, we estimate that the net proceeds to us would be approximately US$            , after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

We will not receive any proceeds from the sale of common shares by the selling shareholders.

The principal purposes of this offering are to transfer our principal listing venue to a stock exchange in the United States equity market, which we believe will increase the liquidity of our common shares, as well as strengthen and diversify our shareholder base through broader access to global capital markets.

In addition to the listing, we intend to use the net proceeds from the primary offering to continue strengthening our business, which includes:

            % funding the component of the upfront cash payment for the MSG Acquisition, upon and subject to closing, and any potential incremental capital expenditures required at MSG, as well as;

            % providing incremental liquidity and financial flexibility to support the execution of our current strategic growth initiatives, including, but not limited to:

            % for the potential advancement of our current development projects, such as Era Dorada and Matupá, as well as exploration-stage projects, such as Carajás;

            % for initiatives to expand production capacity, including potential expansion at Borborema and Almas and the potential development of Almas’ underground project;

            % for exploration initiatives to expand mineral reserves and resources of our portfolio; and

            % for the pursuit of potential acquisitions.

However, other than for the upfront cash payment for the MSG Acquisition, we do not currently have a specific plan with estimated amounts for how we intend to allocate proceeds for each of the identified purposes. While we currently anticipate that we will use the net proceeds from this offering as described above, there may be circumstances where a reallocation of funds is necessary. The amounts and timing of our actual expenditures will depend upon numerous factors, including the factors described under “Risk Factors” in this prospectus, and the occurrence of unforeseen events or changed business conditions could result in the application of the net proceeds of this offering in a manner other than as described above. Accordingly, our management will have flexibility in applying the net proceeds from this offering. An investor will not have the opportunity to evaluate the economic, financial or other information on which we base our decisions on how to use the proceeds.

Pending our use of the net proceeds from this offering, we intend to invest the net proceeds in a variety of capital preservation investments, including but not limited to short-term, investment-grade, interest-bearing instruments and U.S. government securities. No assurance can be given that we will invest the net proceeds from this offering in a manner that produces income or that does not result in a loss in value.

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Dividend and Dividend Policy

Our dividend policy, or the “Dividend Policy,” is to declare a quarterly dividend based on 20% of our estimated Adjusted EBITDA less sustaining capital expenditures and exploration capital expenditures, in each case for such quarter, payable as cash dividends to holders of our common shares. We expect to declare and pay dividends four times each year, based on the results for the prior quarter, with a record date that is no less than seven business days after the date of the press release announcing our financial results for each calendar quarter.

Dividend Policy

However, the declaration of dividends is subject to the discretion of the Board, having regard to the best interests of the Company and the limitations imposed by the solvency tests contained in the Company’s memorandum of association and articles of association and other requirements of applicable corporate law. Nothing in the Dividend Policy shall restrict the discretion of the Board from authorizing sustaining capital expenditures or exploration capital expenditures that the Board deems to be in the best interests of the Company. These expenditures may limit future amounts of dividends payable under the Dividend Policy.

Moreover, our ability to pay dividends may be limited by our subsidiaries’ ability to pay dividends to us. See “Risk Factors — Risks Relating to Our Business and Industry — Our holding company structure makes us dependent on the operations of our subsidiaries.”

There are presently no contractual limitations preventing us from paying dividends nor have governments of the countries in which our subsidiaries operate imposed legal restrictions on dividend distributions, in each case that prevent us from being able to pay dividends consistent with our Dividend Policy.

Although we intend to pay a quarterly dividend based on 20% of our estimated Adjusted EBITDA less sustaining capital expenditures and exploration capital expenditures, we are under no legal obligation to do so. Shareholders have no contractual or other legal right to require us to declare dividends and our Board may determine not to pay dividends, or to amend our Dividend Policy, in its sole discretion. We currently budget our capital expenditures having regard to the dividends we expect to pay under our Dividend Policy. However, the declaration of dividends is subject to the discretion of the Board, having regard to the best interests of the Company and the limitations imposed by our governing documents and applicable corporate law. As part of its determination, the Board must balance the payment of dividends against capital needs, financial leverage and our liquidity. Nothing in the Dividend Policy restricts the discretion of the Board from authorizing sustaining capital expenditures or exploration capital expenditures that the Board deems to be in the best interests of the Company, which may impact our ability to declare and pay dividends in accordance with our Dividend Policy.

Our Dividend Policy is described on our investor relations website at https://www.auraminerals.com/. The information contained on our website, any website mentioned in this prospectus, or any website directly or indirectly linked to these websites is not part of, and is not incorporated by reference in, this prospectus.

History of Payment of Dividends

The following table summarizes our dividend payments for the periods indicated:

 

For the year ended December 31,

   

2024

 

2023

 

2022

   

(in millions of US$, except as otherwise indicated)

Total dividend distributed

 

42.7

 

28.2

 

20.2

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Capitalization

The following table sets forth our total capitalization, defined as our current loans and debentures, non-current loans and debentures and our shareholders’ equity and total capitalization as of March 31, 2025 as follows:

        on an actual basis;

        as adjusted, to give effect to the sale and issuance by us of            common shares in this offering, based upon the assumed public offering price based upon the last reported trading price of our common shares on the TSX as set forth on the cover page of this prospectus, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us, and assuming no exercise of the underwriters’ option to purchase additional common shares.

The as adjusted information set forth in the table below is illustrative only and will be adjusted based on the actual public offering price and other terms of this offering determined at pricing. You should read this table together with our consolidated financial statements and related notes, and the sections titled “Selected Consolidated Financial and Other Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” that are included elsewhere in this prospectus.

 

As of March 31, 2025

   

Actual

 

As Adjusted

   

(in US$ millions, except share and
per share data)

Loans and debentures (current)

 

100.9

   

Loans and debentures (non-current)

 

366.8

   

Total shareholders’ equity

 

139.9

 

 

Total capitalization(1)(2)

 

607.6

 

 

____________

(1)      Each US$1.00 increase (decrease) in the offering price per common share would increase (decrease) our total capitalization and total equity by US$            million (assuming the option to purchase additional common shares is not exercised).

(2)      Total capitalization is the sum of our current loans and debentures, non-current loans and debentures and shareholders’ equity.

Other than as set forth above, there have been no material changes to our capitalization since March 31, 2025.

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Dilution

If you invest in our common shares in this offering, your ownership interest will be diluted to the extent of the difference between the public offering price per common shares and the pro forma as adjusted net tangible book value per common shares immediately after this offering. Net tangible book value dilution per share to new investors represents the difference between the amount per share paid by purchasers of our common shares in this offering and the pro forma as adjusted net tangible book value per common shares immediately after completion of this offering.

Net tangible book value per share is determined by dividing our total assets (excluding goodwill and other intangible assets) less our total liabilities by the number of our shares outstanding. Our historical net tangible book value as of March 31, 2025 was US$            million, or US$            per share. Our pro forma as adjusted net tangible book value as of March 31, 2025 was US$            million, or US$            per share, based on the total number of common shares outstanding as of March 31, 2025, after giving effect to the aggregate amount of US$            in dividends paid to our shareholders on            , 2025.

After giving effect to the sale by us of            common shares in this offering at the assumed public offering price based upon the last reported trading price of our common shares on the TSX as set forth on the cover page of this prospectus, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us and giving effect to the aggregate amount of US$            in dividends paid to our shareholders on            , 2025, our pro forma as adjusted net tangible book value as of March 31, 2025 would have been US$            , or US$            per share. This represents an immediate increase in pro forma net tangible book value of US$            per share to our existing shareholders and an immediate dilution in pro forma net tangible book value of US$            per share to investors purchasing common shares in this offering at the assumed public offering price.

The following table illustrates this dilution to new investors purchasing common shares in this offering:

Assumed public offering price per share

 

US$

 

Pro forma net tangible book value per share as of March 31, 2025

 

US$

 

Increase in pro forma net tangible book value per share attributable to new investors purchasing common shares in this offering

 

US$

 

Pro forma as adjusted net tangible book value per share immediately after this offering

 

US$

 

Dilution in pro forma net tangible book value per common share to new investors in this offering

 

US$

 

Each US$1.00 increase or decrease in the assumed public offering price based upon the last reported trading price of our common shares on the TSX as set forth on the cover page of this prospectus, would increase or decrease, as applicable, our pro forma as adjusted net tangible book value per share to new investors by US$            , and would increase or decrease, as applicable, dilution per share to new investors purchasing common shares in this offering by US$            , assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. Similarly, each increase or decrease of 1.0 million shares in the number of common shares offered by us would increase or decrease, as applicable, our pro forma as adjusted net tangible book value by approximately US$            per share and increase or decrease, as applicable, the dilution to new investors purchasing common shares in this offering by US$            per share, assuming the assumed public offering price remains the same, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us.

If the underwriters’ option to purchase additional common shares from us is exercised in full, the pro forma as adjusted net tangible book value per share of our common shares, as adjusted to give effect to this offering, would be US$            per share, and the dilution in pro forma net tangible book value per share to new investors purchasing common shares in this offering would be US$            per common share.

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Market Information

The information concerning the TSX and B3 markets set forth below has been prepared based on materials obtained from public sources.

Overview

Our common shares are listed on the Toronto Stock Exchange, or the “TSX” under the ticker symbol “ORA,” and our Brazilian Depositary Receipts, or “BDRs” (each three BDRs representing one common share) are listed on the B3 S.A. — Brasil, Bolsa, Balcão, or the “B3” under the ticker symbol “AURA33.”

On            , 2025, the last reported sales price of our common shares on the TSX was C$            per common share (equivalent to approximately US$            per common share based on the exchange rate of C$            per US$1.00 reported by the Bank of Canada on the same date) and on the B3 was R$            per BDR (equivalent to approximately US$            per BDR using the commercial selling rate for U.S. dollars as reported by the Central Bank of Brazil on the same day).

We have applied to list our common shares on the Nasdaq Global Select Market under the symbol “AUGO.”

Performance of Our Common Shares on the TSX

The following table shows the minimum, maximum and closing trading prices and average trading volumes of our common shares on the TSX for the periods indicated, as reported by Bloomberg:

 


Price (C$)

 

Average
Trading
Volume
(1)

   

Maximum

 

Minimum

 

Closing

 

Five most recent full fiscal years:

               

Year ended December 31, 2024

 

18.78

 

8.28

 

17.70

 

30,133

Year ended December 31, 2023

 

12.14

 

8.26

 

9.23

 

50,633

Year ended December 31, 2022

 

13.14

 

6.60

 

7.93

 

69,041

Year ended December 31, 2021

 

17.26

 

9.95

 

10.50

 

68,682

Year ended December 31, 2020(2)

 

17.65

 

1.72

 

14.85

 

56,988

                 

Year ended December 31, 2024:

               

Quarter ended December 31, 2024

 

18.78

 

15.02

 

17.70

 

39,296

Quarter ended September 30, 2024

 

16.49

 

11.98

 

16.17

 

40,156

Quarter ended June 30, 2024

 

13.18

 

10.18

 

11.51

 

30,150

Quarter ended March 31, 2024

 

10.45

 

8.28

 

10.45

 

10,620

                 

Six most recent months ending:

               

May 31, 2025

 

32.05

 

25.00

 

28.01

 

124,984

April 30, 2025

 

28.50

 

22.18

 

28.50

 

74,988

March 31, 2025

 

28.00

 

21.54

 

28.00

 

103,955

February 28, 2025

 

22.56

 

20.24

 

22.32

 

80,838

January 31, 2025

 

18.99

 

16.62

 

18.99

 

51,886

December 31, 2024

 

18.78

 

16.53

 

17.70

 

41,531

____________

(1)      Volume = Average of daily volume.

(2)      On August 11, 2020, we announced that holders as at the close of business on August 20, 2020 would receive an additional 14 common shares for each one common share held as of that date.

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Performance of Our BDRs on the B3

The following table shows the minimum, maximum and closing trading prices and average trading volumes of our BDRs (each three BDRs representing one common share) on the B3 for the periods indicated, as reported by Bloomberg.

 


Price (R$)

 

Average
Trading
Volume
(1)

   

Maximum

 

Minimum

 

Closing

 

Five most recent full fiscal years:

               

Year ended December 31, 2024(2)

 

26.24

 

10.17

 

25.01

 

255,459

Year ended December 31, 2023

 

14.17

 

9.93

 

11.67

 

245,668

Year ended December 31, 2022

 

18.00

 

9.00

 

10.00

 

453,768

Year ended December 31, 2021

 

23.08

 

14.33

 

15.00

 

526,122

Year ended December 31, 2020

 

22.13

 

16.00

 

20.23

 

355,315

                 

Year ended December 31, 2024:

               

Quarter ended December 31, 2024

 

26.24

 

20.48

 

25.01

 

244,028

Quarter ended September 30, 2024(2)

 

22.00

 

15.99

 

20.45

 

256,341

Quarter ended June 30, 2024

 

17.44

 

12.33

 

15.83

 

354,603

Quarter ended March 31, 2024

 

12.43

 

10.17

 

12.43

 

163,542

                 

Six most recent months ending:

               

May 31, 2025

 

44.45

 

33.60

 

38.16

 

308,369

April 30, 2025

 

39.44

 

31.45

 

39.18

 

357,300

March 31, 2025

 

37.50

 

29.04

 

36.50

 

304,856

February 28, 2025

 

30.41

 

26.70

 

30.40

 

223,169

January 31, 2025

 

25.98

 

23.21

 

24.71

 

176,724

December 31, 2024

 

26.24

 

23.48

 

25.01

 

249,888

____________

(1)      Volume = Average of daily volume.

(2)      On July 5, 2024, we announced a forward split of our BDRs on the basis of three BDRs for each one BDR then outstanding. Prior to the BDR split, each BDR represented one common share, and following the split, each three BDRs represent one common share.

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Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and the notes thereto included elsewhere in this prospectus, as well as the information presented under “Presentation of Financial and Other Information” and “Summary Consolidated Financial and Other Data.” The following discussion contains forward-looking statements that involve risks and uncertainties. Our actual results and the timing of events may differ materially from those expressed or implied in such forward-looking statements as a result of various factors, including those set forth in “Cautionary Statement Regarding Forward-Looking Statements” and “Risk Factors.”

Overview

We are an Americas gold and copper production company with a significant portfolio of mining operations. Our mission is to deliver long-term value by unlocking operational efficiencies, responsibly growing our portfolio with a focus on return on invested capital, responsible mining practices and a commitment to sustainability. We operate with a decentralized culture, supported by a lean corporate team that ensures agile and dynamic management and decision-making processes, focused on high operational sustainability compliance standards.

We believe that our success as a gold and copper mining company is the result of a combination of strategic acquisitions, mine expansions and development and efficiency improvements. Backed by a traditional Brazilian family of seasoned gold-focused entrepreneurs and mine developers, as well as a new management team, we have undergone a significant transformation since 2016, enhancing our profitability, replenishing resources and even extending the life-of-mine (LOM) across our operating assets, while also facilitating inorganic expansion — consistently guided by a disciplined commitment to value creation and sustainable growth.

We have a track record of expanding and building new mines on-time and on-budget, with ramp-up capabilities, consistent cash flow generation and dividend payments while delivering an attractive return on investment. Our disciplined cost management ensures efficiency in reserve development while we strive to serve as the benchmark for operational security and excellence in project development. Strategically, we prioritize high-IRR (Internal Rate of Return) growth opportunities, balancing capital appreciation with reliable dividend distributions.

We currently operate four wholly-owned operating mines and one mine in ramp-up phase. Our operating mines are the Aranzazu copper-gold-silver mine in Mexico, the Apoena and Almas gold mines in Brazil and the Minosa gold mine in Honduras. Additionally, we own and operate the Borborema gold mine in Brazil, which is currently in its ramp-up phase and is expected to achieve commercial production by the third quarter of 2025.

In addition to our operating mines, our main development projects are the Era Dorada gold project in Guatemala and the Matupá gold project in Brazil. We have significant exploration potential, owning over 563,558 hectares of mineral rights, and we are currently advancing multiple near-mine and regional targets along with the Carajás (Serra da Estrela) copper project in the prolific Carajás region of Brazil.

Operating Results

The following discussion of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and the related notes thereto included elsewhere in this prospectus. The preparation of the consolidated financial statements referred to in this section required the adoption of assumptions and estimates that affect the amounts recorded as assets, liabilities, revenue and expenses in the years and periods presented and are subject to certain risks and uncertainties. Our future results may vary substantially from those indicated as a result of various factors that affect our business, including, among others, those mentioned in the sections “Forward-Looking Statements,” “Presentation of Financial and Other Information” and “Risk Factors,” and other factors discussed elsewhere in this prospectus. Our consolidated financial statements for the years ended December 31, 2024, 2023 and 2022 have been prepared in accordance with IFRS Accounting Standards.

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Key Financial and Operating Metrics

We review a number of key financial and operating performance metrics to evaluate our business, measure our performance, identify trends affecting our business, formulate business plans, and make strategic decisions. These supplemental business metrics are presented to assist investors to better understand our business and how it operates. For a reconciliation of our Non-IFRS Accounting Standards Financial Measures, see “— Non-IFRS Accounting Standards Financial Measures.”

 

As of and for the
three months ended
March 31,

 

As of and for the year ended
December 31,

Financial Data

 

2025

 

2024

 

2024

 

2023

 

2022

   

(in US$ millions, except percentages)

IFRS Accounting Standards Measures

   

 

   

 

   

 

   

 

   

 

Revenue

 

161.8

 

 

132.1

 

 

594.2‎

 

 

416.9

 

 

392.7

 

Net cash generated by operating activities

 

41.2

 

 

25.9

 

 

222.2

 

 

124.9

 

 

96.4

 

Gross Profit

 

78.4

 

 

46.7

 

 

251.3

 

 

126.0

 

 

125.7

 

(Loss)/Profit for the year

 

(73.2

)

 

(9.2

)

 

(30.3

)

 

31.9

 

 

66.5

 

Loans and debentures (current)

 

100.9

 

 

n.m.

 

 

82.0

 

 

82.9

 

 

73.2

 

Loans and debentures (non-current)

 

366.8

 

 

n.m.

 

 

361.1

 

 

250.7

 

 

140.8

 

Shareholder’s Equity

 

139.9

 

 

n.m.

 

 

223.0

 

 

314.8

 

 

310.1

 

Non-IFRS Accounting Standards Measures

   

 

   

 

   

 

   

 

   

 

Adjusted EBITDA(1)

 

81.4

 

 

52.8

 

 

266.8

 

 

134.1

 

 

133.8

 

Adjusted EBITDA Margin(2)

 

50.3

%

 

40.0

%

 

44.9

%‎

 

32.2

%‎

 

34.1

%‎

Net Debt(3)

 

271.9

 

 

n.m.

 

 

188.1

 

 

85.2

 

 

77.4

 

Adjusted Free Cash Flow(4)

 

29.1

 

 

13.5

 

 

178.2

 

 

80.4

 

 

57.5

 

Cash Conversion(5)

 

35.7

%

 

25.4

%

 

66.8

%

 

60.0

%

 

43.0

%

Adjusted Capex(6)

 

12.1

 

 

12.4

 

 

43.9

 

 

44.5

 

 

38.9

 

____________

(1)      We calculate Adjusted EBITDA as (Loss) profit for the year, plus income taxes, plus finance expenses, less other (expense) income, less Change in estimation for mine closure and restoration for properties in care & maintenance, plus depletion and amortization. See “Presentation of Financial and Other Information — Special Note Regarding Non-IFRS Accounting Standards Financial Measures” for additional information and “Summary Consolidated Financial and Other Data — Reconciliation of Non-IFRS Accounting Standards Financial Measures” for a reconciliation to the applicable IFRS Accounting Standards measure.

(2)      We calculate Adjusted EBITDA Margin for a given year as Adjusted EBITDA divided by revenue for the respective year. See “Presentation of Financial and Other Information — Special Note Regarding Non-IFRS Accounting Standards Financial Measures” for additional information and “Summary Consolidated Financial and Other Data — Reconciliation of Non-IFRS Accounting Standards Financial Measures” for a reconciliation to the applicable IFRS Accounting Standards Financial Measure.

(3)      We calculate Net Debt as loans and debentures (current) plus loans and debentures (non-current) plus/(less) Derivative Financial Instrument (Swap — Aura Almas (Itaú Bank) and Swap — Aura Almas (BTG Bank)) less cash and cash equivalents less restricted cash. See “Presentation of Financial and Other Information — Special Note Regarding Non-IFRS Accounting Standards Financial Measures” for additional information and “Summary Consolidated Financial and Other Data — Reconciliation of Non-IFRS Accounting Standards Financial Measures” for a reconciliation to the applicable IFRS Accounting Standards measure.

(4)      We calculate Adjusted Free Cash Flow as net cash generated by operating activities less Adjusted Capex. See “Presentation of Financial and Other Information — Special Note Regarding Non-IFRS Accounting Standards Financial Measures” for additional information and “Summary Consolidated Financial and Other Data — Reconciliation of Non-IFRS Accounting Standards Financial Measures” for a reconciliation to the applicable IFRS Accounting Standards measure.

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(5)      We calculate Cash Conversion as net cash generated by operating activities less Adjusted Capex divided by Adjusted EBITDA. See “Presentation of Financial and Other Information — Special Note Regarding Non-IFRS Accounting Standards Financial Measures” for additional information and “Summary Consolidated Financial and Other Data — Reconciliation of Non-IFRS Accounting Standards Financial Measures” for a reconciliation to the applicable IFRS Accounting Standards Financial Measure.

(6)      We calculate Adjusted Capex as the sum of purchases of Property, plant and equipment related to the Minosa Mine, Apoena Mine, Aranzazu Mine and Almas Mine segments, deducted from purchases of Property, plant and equipment of these segments we define as expansion capex. See “Presentation of Financial and Other Information — Special Note Regarding Non-IFRS Accounting Standards Financial Measures” for additional information and “Summary Consolidated Financial and Other Data — Reconciliation of Non-IFRS Accounting Standards Financial Measures” for a reconciliation to the applicable IFRS Accounting Standards Financial Measure.

The table below summarizes the main operational indicators for the periods indicated:

 

For the three months ended
March 31,

 

For the year ended
December 31,

   

2025

 

2024

 

2024

 

2023

 

2022

Operating Data

                   

Gold ore processed (tonnes)

 

2,814,423

 

2,861,857

 

11,603,697

 

9,413,503

 

6,999,096

Gold bullion produced (ounces)

 

39,631

 

43,186

 

169,673

 

129,738

 

129,890

Gold bullion sold (ounces)

 

60,491

 

69,086

 

172,184

 

128,230

 

131,860

Copper ore processed (tonnes)

 

289,210

 

303,144

 

1,228,601

 

1,210,462

 

1,219,703

Copper concentrate produced (dry metric tonnes “DMT”)

 

18,848

 

18,933

 

77,640

 

72,973

 

75,625

Realized average gold price per ounce sold, net (in U.S. dollars)(1)

 

2,786/oz

 

1,999/oz

 

2,308/oz

 

1,872/oz

 

1,736/oz

Total Production (Gold Equivalent Ounces)(2)

 

60,087

 

68,187

 

267,232

 

235,856

 

241,421

____________

(1)      We calculate realized average gold price per ounce sold, net as revenue divided by ounces of gold sold.

(2)      Gold equivalent ounces, or “GEO” is calculated by converting the production of silver and copper into gold using a ratio of the prices of these metals to that of gold. The prices used to determine the GEO are based on the weighted average price of silver and copper realized from sales at the Aranzazu Mine during the relevant period.

Our Mines

For the three months ended March 31, 2025 and year ended December 31, 2024, our primary source of revenue was from the sale of gold and copper mined from Aranzazu, Apoena, Minosa and Almas. In the three months ended March 31, 2025, we sold a total of 60,491 ounces of doré gold bars (compared to 69,086 ounces in the same period in 2024) at an average realized gold price per ounce sold, net of US$2,786 (US$1,999 per ounce in the same period in 2024), and 8 million pounds of copper contained in concentrate (compared to 9 million pounds in the same period in 2024). In the year ended December 31, 2024, we sold a total of 172,184 ounces of doré gold bars (compared to 128,230 ounces in 2023) at an average realized gold price per ounce sold, gross of US$2,671 (US$1,943 per ounce in 2023), and 37.0 million pounds of copper contained in concentrate (compared to 36.6 million pounds in 2023). We have access to worldwide gold and copper concentrate markets and are not reliant on a specific purchaser for the sale of gold. In 2024, 94% of the copper concentrate produced in Aranzazu was sold to Trafigura.

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Table of Contents

The following tables set out our key operating results by segment for the periods indicated:

 

For the three months ended March 31, 2025

   

Revenues

 

Cost of
goods sold,
except
depletion
and
amortization

 

Depletion
and
amortization

 

Gross profit

 

Operating
income
/(loss)

 

(Loss)/Profit
for the
period

   

(in thousands of US$)

Aranzazu Mine

 

50,262

 

(23,815

)

 

(6,467

)

 

19,980

 

17,497

 

 

9,508

 

Apoena Mine

 

26,353

 

(11,555

)

 

(3,549

)

 

11,249

 

9,824

 

 

4,599

 

Minosa Mine

 

48,062

 

(20,135

)

 

(1,341

)

 

26,586

 

25,215

 

 

17,441

 

Almas Mine

 

37,127

 

(14,007

)

 

(2,507

)

 

20,613

 

19,573

 

 

11,070

 

Borborema Project

 

 

 

 

 

 

 

14

 

 

(3,406

)

Total reportable segments

 

161,804

 

(69,512

)

 

(13,864

)

 

78,428

 

72,123

 

 

39,212

 

All other segments

 

 

 

 

 

 

 

(4,707

)

 

(112,461

)

Total

 

161,804

 

(69,512

)

 

(13,864

)

 

78,428

 

67,416

 

 

(73,249

)

 

For the three months ended March 31, 2024

   

Revenues

 

Cost of
goods sold,
except
depletion
and
amortization

 

Depletion
and
amortization

 

Gross profit

 

Operating
income
/(loss)

 

(Loss)/Profit
for the
period

   

(in thousands of US$)

Aranzazu Mine

 

44,162

 

(23,289

)

 

(5,575

)

 

15,298

 

12,876

 

 

7,617

 

Apoena Mine

 

26,007

 

(9,520

)

 

(6,415

)

 

10,072

 

9,047

 

 

4,686

 

Minosa Mine

 

37,647

 

(23,146

)

 

(896

)

 

13,605

 

12,455

 

 

6,298

 

Almas Mine

 

24,262

 

(13,693

)

 

(2,863

)

 

7,706

 

6,639

 

 

3,611

 

Borborema Project

 

 

 

 

 

 

 

(142

)

 

(5,950

)

Total reportable segments

 

132,078

 

(69,648

)

 

(15,749

)

 

46,681

 

40,875

 

 

16,262

 

All other segments

 

 

 

 

 

 

 

(4,415

)

 

(25,479

)

Total

 

132,078

 

(69,648

)

 

(15,749

)

 

46,681

 

36,460

 

 

(9,217

)

 

For the year ended December 31, 2024

   

Revenues

 

Cost of
goods sold,
except
depletion
and
amortization

 

Depletion
and
amortization

 

Gross profit

 

Operating
income
/(loss)

 

(Loss)/Profit
for the
year

   

(in thousands of US$)

Aranzazu Mine

 

196,787

 

(94,198

)

 

(25,538

)

 

77,051

 

65,235

 

 

28,539

 

Apoena Mine

 

90,273

 

(46,398

)

 

(16,477

)

 

27,398

 

23,879

 

 

4,913

 

Minosa Mine

 

177,692

 

(88,999

)

 

(5,873

)

 

82,820

 

77,330

 

 

48,363

 

Almas Mine

 

129,411

 

(51,451

)

 

(13,959

)

 

64,001

 

60,059

 

 

24,383

 

Borborema Project

 

 

 

 

 

 

 

(1,154

)

 

(16,041

)

Total reportable segments

 

594,163

 

(281,046

)

 

(61,847

)

 

251,270

 

225,349

 

 

90,157

 

All other segments

 

 

 

 

 

 

 

(19,983

)

 

(120,428

)

Total

 

594,163

 

(281,046

)

 

(61,847

)

 

251,270

 

205,366

 

 

(30,271

)

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For the year ended December 31, 2023

   

Revenues

 

Cost of
goods sold,
except
depletion
and
amortization

 

Depletion
and
amortization

 

Gross profit

 

Operating
income
/(loss)

 

(Loss)/Profit
for the
year

   

(in thousands of US$)

Aranzazu Mine

 

176,814

 

(87,168

)

 

(20,391

)

 

69,255

 

58,479

 

 

43,076

 

Apoena Mine

 

83,784

 

(51,865

)

 

(17,554

)

 

14,365

 

9,292

 

 

(4,388

)

Minosa Mine

 

122,046

 

(82,893

)

 

(5,325

)

 

33,828

 

28,996

 

 

15,048

 

Almas Mine

 

34,250

 

(22,135

)

 

(3,546

)

 

8,569

 

6,485

 

 

10,891

 

Borborema Project

 

 

 

 

 

 

 

(1,086

)

 

(45

)

Total reportable segments

 

416,894

 

(244,061

)

 

(46,816

)

 

126,017

 

102,166

 

 

64,582

 

All other segments

 

 

 

 

 

 

 

(15,141

)

 

(32,702

)

Total

 

416,894

 

(244,061

)

 

(46,816

)

 

126,017

 

87,025

 

 

31,880

 

 

For the year ended December 31, 2022

   

Revenues

 

Cost of
goods sold,
except
depletion
and
amortization

 

Depletion
and
amortization

 

Gross profit

 

Operating
income
/(loss)

 

(Loss)/Profit
for the
year from
continued
operation

   

(in thousands of US$)

Aranzazu Mine

 

163,808

 

(78,380

)

 

(22,211

)

 

63,217

 

55,499

 

 

44,609

 

Apoena Mine

 

120,263

 

(65,717

)

 

(17,157

)

 

37,389

 

31,991

 

 

16,881

 

Minosa Mine

 

108,628

 

(77,541

)

 

(6,000

)

 

25,087

 

20,273

 

 

18,042

 

Almas Mine

 

 

 

 

 

 

 

(2,523

)

 

(5,674

)

Total reportable segments

 

392,699

 

(221,638

)

 

(45,368

)

 

125,693

 

105,240

 

 

73,858

 

All other segments

 

 

 

 

 

 

 

(17,009

)

 

(17,611

)

Total

 

392,699

 

(221,638

)

 

(45,368

)

 

125,693

 

88,231

 

 

56,247

 

The following tables set outs our key operating KPIs by segment for the periods indicated. Only the segments with revenue are included below as the other segments do not have meaningful KPIs.

 

For the three months ended March 31,

   

2025

 

2024

   

GEO Sold

 

Cash costs
per GEO
sold
(1)

 

All in
sustaining
cash costs
per GEO
sold
(2)

 

GEO Sold

 

Cash costs
per GEO
sold
(1)‎

 

All in
sustaining
cash costs

per GEO
sold(2)‎

Aranzazu

 

20,455

 

1,164

 

1,545

 

25,103

 

926

 

1,263

Apoena

 

9,408

 

1,228

 

2,041

 

12,860

 

741

 

1,207

Minosa

 

17,526

 

1,149

 

1,249

 

19,228

 

1,187

 

1,289

Almas

 

13,101

 

1,069

 

1,195

 

11,895

 

1,151

 

1,422

Total/Average(3)

 

60,491

 

1,149

 

1,461

 

69,086

 

1,003

 

1,287

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For the year ended December 31,

   

2024

 

2023

 

2022

   

GEO
Sold

 

Cash
costs per
GEO
sold
(1)

 

All in
sustaining
cash costs
per GEO
sold
(2)

 

GEO
Sold

 

Cash
costs per
GEO
sold
(1)

 

All in
sustaining
cash costs
per GEO
sold
(2)

 

GEO
Sold

 

Cash
costs
per
GEO
sold
(1)

 

All in
sustaining
cash costs
per GEO
sold
(2)

Aranzazu

 

97,649

 

965

 

1,308

 

105,694

 

825

 

1,080

 

115,355

 

680

 

914

Apoena

 

39,019

 

1,189

 

1,833

 

44,324

 

1,170

 

1,822

 

68,394

 

961

 

1,254

Minosa

 

79,036

 

1,126

 

1,205

 

66,101

 

1,254

 

1,357

 

63,466

 

1,222

 

1,342

Almas

 

54,129

 

950

 

1,139

 

17,805

 

1,243

 

1,522

 

 

 

Total/Average(3)

 

269,833

 

1,042

 

1,320

 

233,923

 

1,043

 

1,333

 

247,215

 

897

 

1,118

____________

(1)      Cash costs per gold equivalent ounce sold is calculated as costs of goods sold less depletion and amortization divided by gold equivalent ounces sold. See “Presentation of Financial and Other Information — Special Note Regarding Non-IFRS Accounting Standards Financial Measures” for additional information and “Summary Consolidated Financial and Other Data — Reconciliation of Non-IFRS Accounting Standards Financial Measures” for a reconciliation to the applicable IFRS Accounting Standards measure.

(2)      All in sustaining cash costs per gold equivalent ounce sold (AISC) is calculated as the cost of goods sold less depletion and amortization, plus Adjusted Capex, plus general and administrative expenses from the Minosa Mine, Apoena Mine, Aranzazu Mine and Almas Mine segments less depreciation and amortization from the Minosa Mine, Apoena Mine, Aranzazu Mine and Almas Mine less care and maintenance expenses from the Minosa Mine, Apoena Mine, Aranzazu Mine and Almas Mine less corporate cost sharing expenses from the Minosa Mine, Apoena Mine, Aranzazu Mine and Almas Mine plus lease payments divided by gold equivalent ounces sold. See “Presentation of Financial and Other Information — Special Note Regarding Non-IFRS Accounting Standards Financial Measures” for additional information and “Summary Consolidated Financial and Other Data — Reconciliation of Non-IFRS Accounting Standards Financial Measures” for a reconciliation to the applicable IFRS Accounting Standards measure.

(3)      The average Cash costs per gold equivalent ounce sold and the average All in sustaining cash costs per gold equivalent ounce sold are calculated by determining the total Cash costs and total All in sustaining cash costs for all mining operations and dividing that by the total GEO sold.

Aranzazu

The Aranzazu Mine is an underground copper mine that produces gold and silver as a by-product. It is located within the Municipalities of Concepcion del Oro and Mazapil in the State of Zacatecas, Mexico, near the northern border with the State of Coahuila. The property is situated in a rugged mountainous area and can be accessed from either the city of Zacatecas, located 250 km to the southwest, or from the city of Saltillo, located 112 km to the northeast in the State of Coahuila.

The table below sets out additional selected operating information for Aranzazu for the periods indicated.

 

For the three months ended
March 31,

 

For the year ended
December 31,

Operating Statistics

 

2025

 

2024

 

2024

 

2023

 

2022

Ore mined (tonnes)(1)

 

295,698

 

 

297,923

 

 

1,219,011

 

 

1,217,412

 

 

1,217,829

 

Ore processed (tonnes)(2)

 

289,210

 

 

303,144

 

 

1,228,601

 

 

1,210,462

 

 

1,219,703

 

Copper grade (%)(3)

 

1.48

%

 

1.51

%

 

1.50

%

 

1.51

%

 

1.46

%

Gold grade (g/tonnes)(3)

 

0.84

 

 

0.83

 

 

0.83

 

 

0.87

 

 

0.86

 

Silver grade (g/tonnes)(3)

 

22.16

 

 

21.57

 

 

21.64

 

 

20.55

 

 

18.88

 

Copper recovery(4)

 

89.7

%

 

90.2

%

 

90.8

%

 

91.0

%

 

91.2

%

Gold recovery(4)

 

81.2

%

 

80.9

%

 

81.2

%

 

81.3

%

 

80.8

%

Silver recovery(4)

 

63.4

%

 

64.3

%

 

63.0

%

 

63.4

%

 

62.7

%

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For the three months ended
March 31,

 

For the year ended
December 31,

Operating Statistics

 

2025

 

2024

 

2024

 

2023

 

2022

Concentrate production

   

 

   

 

   

 

   

 

   

 

Copper concentrate produced (DMT)(5)

 

18,848

 

 

18,933

 

 

77,640

 

 

72,973

 

 

75,625

 

Copper contained in concentrate (%)(6)

 

20.4

%

 

21.9

%

 

21.6

%

 

22.8

%

 

21.5

%

Gold contained in concentrate (g/DMT)(6)

 

10.52

 

 

10.71

 

 

10.6

 

 

11.7

 

 

11.2

 

Silver contained in concentrate (g/DMT)(6)

 

216.0

 

 

222.6

 

 

216.1

 

 

216.2

 

 

191.7

 

Copper pounds produced (‘000 Lb)(7)

 

8,461

 

 

9,132

 

 

36,988

 

 

36,684

 

 

35,799

 

Total production (Gold equivalent oz – GEO)

 

20,456

 

 

25,001

 

 

97,558

 

 

106,119

 

 

111,531

 

Copper equivalent pounds produced and sold (‘000 Lb)(8)

 

13,718

 

 

13,536

 

 

56,053

 

 

53,745

 

 

52,327

 

____________

(1)      Ore mined (tonnes) represents the total quantity of mineralized material extracted from open pit or underground operations, measured in metric tonnes, regardless of whether it is processed or not during the period. This metric provides to investors insight into the scale of mining operations and the Company’s ability to access ore for processing, which is a leading indicator of future production and management monitors ore mined to assess mining productivity and ensure alignment with mine plans, budgets and production targets.

(2)      Ore processed (tonnes) refers to the volume of ore sent to the processing plant during the period, measured in metric tonnes. The metric is important to investors because it reflects the operational throughput and capacity utilization of the processing plant and is directly linked to metal production output for a given period and is useful to management to evaluate plant performance, identify bottlenecks and optimize plant utilization in accordance with the mine plan.

(3)      Copper Grade (%); Gold Grade (g/tonne); and Silver Grade (g/tonne) represents the average concentration of copper, gold, and silver within the ore processed during the period, expressed as a percentage for copper and grams per tonne for gold and silver. Grades are a fundamental driver of revenue and profitability, as higher-grade ores yield more payable metal per tonne processed for investors understanding and management monitors grade to optimize ore blending and mine planning activities and measure performance against budget and plant feed planning.

(4)      Copper Recovery (%); Gold Recovery (%); and Silver Recovery (%) represents the percentage of total metal content in the processed ore that is recovered into the final product (e.g., concentrate or dore). Recovery rates reflect and indicate to investors the effectiveness of processing operations and directly influence overall production and cost-efficiency and management tracks recovery performance to identify metallurgical issues, improve process control and optimize reagent use and throughput, as well measure performance against budget.

(5)      Copper Concentrate Produced (DMT) is the total dry metric tonnes (DMT) of copper concentrate produced, which includes not only copper but also associated gold and silver by-products. It provides to investors a direct measure of output from the processing plant and is a precursor to sales and revenue recognition and management uses concentrate production data to track operational output, schedule shipments, and forecast revenues and to measure performance against budget.

(6)      Copper Contained in Concentrate (%); Gold Contained in Concentrate (g/DMT); and Silver Contained in Concentrate (g/DMT) are the average concentration of copper (as a percentage), and gold and silver (in grams per DMT) in the produced concentrate. They provide insights to investors into product quality and expected payable metal content, which impact the realized pricing and revenue and management reviews contained metals in concentrate to assess product quality, optimize metallurgy, and maximize sales value, and to measure performance against budget.

(7)      Copper Pounds Produced (‘000 Lb) represents the total payable copper content produced, expressed in thousands of pounds, derived from copper concentrate production. It provides to investors a standard unit for comparing production performance with other copper producers and tracking overall output for the Company and management uses this to assess copper production performance and track progress against budget. It does not include the conversion of the value of gold and silver produced and sold into an equivalent amount of copper. It does not include the conversion of the value of gold and silver produced and sold into an equivalent amount of copper.

(8)      Copper Equivalent Pounds Produced and Sold (‘000 Lb) are calculated by converting the value of gold and silver produced and sold into an equivalent amount of copper, based on realized prices, expressed in thousands of pounds. It provides to investors a comprehensive view of production and sales in a copper-equivalent format, useful for analyzing performance in a multi-metal portfolio and management monitors copper equivalent production and sales to assess performance consistency against budget.

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Operating information for Aranzazu for the three months ended March 31, 2025 and 2024 is as follows:

        For the three months ended March 31, 2025, ore mined was 295,698 tonnes, which was stable when compared to 297,923 tonnes for the three months ended March 31, 2024, and in line with the plan defined for the year.

        For the three months ended March 31, 2025, copper, gold, and silver grades reached 1.48% Cu, 0.84 g/t Au and 22.16 g/t Ag respectively, which comparatively were 1.51% Cu, 0.83 g/t Au, and 21.57 g/t Ag for the three months ended March 31, 2024, in line with mine planning.

        For the three months ended March 31, 2025, production of GEO was 20,456, reflecting an 18% decrease compared to the first three months ended March 31, 2024 at current prices (spot prices).

        For the three months ended March 31, 2025, as a result of lower sales volume and an increase in the current prices, revenues reached US$50.3 million, an increase of 14% compared to the corresponding period of 2024.

Operating information for Aranzazu for the years ended December 31, 2024 and 2023 is as follows:

        In 2024, ore mined was 1,219,011 tonnes, which was stable when compared to 1,217,412 tonnes in 2023, and in line with the plan defined for the year.

        In 2024, copper, gold, and silver grades reached 21.6% Cu, 10.6 g/t Au and 216.1 g/t Ag respectively, which comparatively were 22.8% Cu, 11.7 g/t Au, and 216.2 g/t Ag in 2023, in line with the mine planning, partially compensated by improvements in metal recoveries.

        In 2024, production of GEO was 97,558, reflecting an 8.1% decrease compared to 2023 at current prices (spot prices). However, at constant metal prices, production remained stable compared to 2023, due to the relative increase in gold prices compared to copper prices during 2024.

        In 2024, as a result of stable metal production at constant metal prices and an increase in the current prices, revenues reached US$196.8 million, an increase of 11% compared to the previous year.

Apoena

Apoena is located in Mato Grosso, Brazil, approximately 450 km west of Cuiabá, the state capital, and 12 km from the town of Pontes e Lacerda. The complex consists of a processing plant fed by satellite mines such as Lavrinha, Japonês, Ernesto and Nosde, all of which are under operation.

The table below sets out selected operating information for the mines at commercial stage at the Apoena Project for the periods indicated.

 

For the three months ended
March 31,

 

For the year ended
December 31,

Operating Statistics

 

2025

 

2024

 

2024

 

2023

 

2022

Ore mined (tonnes)(1)‎

 

449,008

 

 

553,810

 

 

2,134,095

 

 

965,651

 

 

1,144,424‎

 

Waste mined (tonnes)‎(2)

 

3,548,735

 

 

3,656,199

 

 

14,119,865

 

 

11,519,038

 

 

13,723,665‎

 

Total mined (tonnes)‎(3)

 

4,318,920

 

 

4,210,009

 

 

16,253,960

 

 

12,484,689

 

 

14,868,089‎

 

Waste to ore ratio(4)

 

7.90

 

 

6.60

 

 

6.62

 

 

11.93

 

 

11.99‎

 

Ore plant feed (tonnes)‎(5)

 

357,420

 

 

374,363

 

 

1,421,126

 

 

1,505,630

 

 

‎1,513,713‎

 

Grade (g/tonne)‎(6)

 

0.81

 

 

1.11

 

 

0.9

 

 

1.01

 

 

‎1.53‎

 

Recovery (%)‎(7)

 

95.3

%

 

91.2

%

 

91

%

 

92

%

 

‎93

%‎

Production (ounces)‎

 

8,876

 

 

12,105

 

 

37,173

 

 

46,006

 

 

‎68,451‎

 

Sales (ounces)‎

 

9,408

 

 

12,860

 

 

39,019

 

 

44,324

 

 

‎68,394‎

 

____________

(1)      Ore mined (tonnes) represents the total quantity of mineralized material extracted from open pit or underground operations, measured in metric tonnes, regardless of whether it is processed or not during the period. This metric provides to investors insight into the scale of mining operations and the Company’s ability to access ore for processing, which is a leading indicator of future production and management monitors ore mined to assess mining productivity and ensure alignment with mine plans, budgets and production targets.

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(2)      Waste mined (tonnes) represents the total quantity of material that is extracted from open pit or underground operations that is not itself valuable and is discarded, measured in metric tonnes. This metric provides information to investors in assessing the efficiency of the mining operation and management uses to optimize operations, ensure environmental responsibility and manage costs.

(3)      Total mined (tonnes) refers to the sum of volume of ore mined and waste mined during the period, measured in metric tonnes. The metric is important to investors because it reflects to the operational throughput and capacity utilization of the mine and is useful to management to evaluate mine performance, identify bottlenecks, optimize the mine plan and evaluate performance against the Company’s budget

(4)      Waste to ore ratio refers to the amount of tonnes of waste material that needs to be removed in order to extract one tonne of ore and is calculated as the ratio of the volume of waste mined to the volume of ore extracted. This metric provides investors to assess the efficiency of a mining operation and management uses to optimize operations, manage costs and evaluate performance against the Company’s budget.

(5)      Ore plant feed (tonnes) refers to the total amount of ore that is fed into the processing plant for extraction and is measured in tonnes. It is important to investors to assess the mine’s production capacity, potential revenue and overall performance and management to optimize operations, control costs, efficiency and evaluate performance against the Company’s budget.

(6)      Grade (g/tonne) represent the average concentration of copper, gold, and silver within the ore processed during the period, expressed as a percentage for copper and grams per tonne for gold and silver. Grades are a fundamental driver of revenue and profitability, as higher-grade ores yield more payable metal per tonne processed for investors understanding and management monitors grade to optimize ore blending and mine planning activities and measure performance against budget and plant feed planning.

(7)      Recovery (%) represents the percentage of total metal content in the processed ore that is recovered into the final product (e.g., concentrate or dore). Recovery rates reflect and indicate to investors the effectiveness of processing operations and directly influence overall production and cost-efficiency and management tracks recovery performance to identify metallurgical issues, improve process control and optimize reagent use and throughput, as well measure performance against budget.

Operating information for Apoena for the three months ended March 31, 2025 and 2024 is as follows:

        For the three months ended March 31, 2025, ore mined totaled 449,008 tonnes, a decrease of 23% when compared to the 581,590 tonnes mined for the three months ended March 31, 2024, mainly due to mine development activities and pre-stripping to access deeper zones.

        For the three months ended March 31, 2025, ore planned feed decreased about 5%, to 357,420 tonnes from 374,363 tonnes in the previous year.

        For the three months ended March 31, 2025, grade was 0.81 g/t Au, 27% below the 1.11 g/t Au achieved in for the three months ended March 31, 2024. This decrease is attributed to mine sequencing and according to the plan.

        For the three months ended March 31, 2025, recovery was 95%, a small increase when compared to 91% in for the three months ended March 31, 2024.

        For the three months ended March 31, 2025, the combination of lower grade, higher recovery and lower ore plant feed led to a reduction in production. For the three months ended March 31, 2025, production was 8,876 GEO, 27% lower than the for the three months ended March 31, 2024 production of 12,105 GEO.

        Nevertheless, for the three months ended March 31, 2025 gold sales achieved 9,408 GEO, higher than the production due to the reduction in finished product inventory, and a 27% reduction compared to the three months ended March 31, 2024.

        For the three months ended in 2025, despite the reduction in 27% in sales when measured in GEO, revenues increased to US$26.4 million, an increase of 2% compared to the corresponding period of 2024, due to higher average gold prices for the three months ended in 2024.

Operating information for Apoena for the years ended December 31, 2024 and 2023 is as follows:

        In 2024, ore mined totaled 2,134,095 tonnes, an increase of 121% when compared to the 965,651 tonnes mined in 2023, mainly due to accessing new mineralized regions.

        In 2024, ore planned feed decreased about 6%, to 1,421,126 tonnes from 1,505,630 tonnes in the previous year.

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        In 2024, grade was 0.90 g/t Au, 11% below the 1.01 g/t Au achieved in 2023. This decrease is attributed to the delays in getting permits for the Nosde pit expansion, where it is expected to access higher grades.

        In 2024, recovery was 91%, a small decrease when compared to 92% in 2023.

        In 2024, the combination of lower grade, lower recovery and lower ore plant feed led to a reduction in production. In 2024, production was 37,173 GEO, 19.2% lower than the 2023 production of 46,006 GEO.

        Nevertheless, in 2024 gold sales achieved 39,019 GEO, higher than the production due to the reduction in finished product inventory, and a 12% reduction compared to 2023.

        In 2024, despite the reduction in 12% in sales when measured in GEO, revenues increased to US$90.3 million, an increase of 8% compared to the previous year, due to the sharp increase in metal prices in 2024.

Minosa

The Minosa Mine is an open-pit heap leach gold mine located in the highlands of western Honduras. The mine is situated in the municipality of La Union, Department of Copan, approximately 150 km southwest of the city of San Pedro Sula.

The table below sets out selected operating information for Minosa for the periods indicated.

 

For the three months ended
March 31,

 

For the year ended
December 31,

Operating Statistics

 

2025

 

2024

 

2024

 

2023

 

2022

Ore mined (tonnes)‎(1)

 

2,110,055

 

 

2,208,159

 

 

‎8,454,345‎

 

 

‎7,096,472‎

 

 

‎5,442,061‎

 

Waste mined (tonnes)‎(2)

 

675,424

 

 

1,213,718

 

 

‎4,152,759‎

 

 

‎4,730,271‎

 

 

‎3,510,336‎

 

Total mined (tonnes)‎(3)

 

2,785,479

 

 

3,421,877

 

 

‎12,607,104‎

 

 

‎11,826,743‎

 

 

‎8,952,397‎

 

Waste to ore ratio(4)

 

0.32

 

 

0.55

 

 

‎0.49‎

 

 

‎0.67‎

 

 

‎0.65‎

 

Ore plant feed (tonnes)‎(5)

 

2,010,575

 

 

2,119,727

 

 

‎8,544,997‎

 

 

‎7,095,956‎

 

 

‎5,485,383‎

 

Grade (g/t)‎(6)

 

0.41

 

 

0.42

 

 

‎0.44‎

 

 

‎0.45‎

 

 

‎0.49‎

 

Recovery (%)‎(7)

 

70.68

%

 

66

%

 

‎65

%‎

 

‎65

%‎

 

‎71

%‎

Production (ounces)‎

 

17,654

 

 

19,186

 

 

‎78,372‎

 

 

‎65,927‎

 

 

‎61,438‎

 

Sales (ounces)‎

 

17,510

 

 

19,223

 

 

‎79,036‎

 

 

‎66,101‎

 

 

‎63,466‎

 

____________

(1)      Ore mined (tonnes) represents the total quantity of mineralized material extracted from open pit or underground operations, measured in metric tonnes, regardless of whether it is processed or not during the period. This metric provides to investors insight into the scale of mining operations and the Company’s ability to access ore for processing, which is a leading indicator of future production and management monitors ore mined to assess mining productivity and ensure alignment with mine plans, budgets and production targets.

(2)      Waste mined (tonnes) represents the total quantity of material that is extracted from open pit or underground operations that is not itself valuable and is discarded, measured in metric tonnes. This metric provides information to investors in assessing the efficiency of the mining operation and management uses to optimize operations, ensure environmental responsibility and manage costs.

(3)      Total mined (tonnes) refers to the sum of volume of ore mined and waste mined during the period, measured in metric tonnes. The metric is important to investors because it reflects to the operational throughput and capacity utilization of the mine and is useful to management to evaluate mine performance, identify bottlenecks, optimize the mine plan and evaluate performance against the Company’s budget

(4)      Waste to ore ratio refers to the amount of tonnes of waste material that needs to be removed in order to extract one tonne of ore and is calculated as the ratio of the volume of waste mined to the volume of ore extracted. This metric provides investors to assess the efficiency of a mining operation and management uses to optimize operations, manage costs and evaluate performance against the Company’s budget.

(5)      Ore plant feed (tonnes) refers to the total amount of ore that is fed into the processing plant for extraction and is measured in tonnes. It is important to investors to assess the mine’s production capacity, potential revenue, and overall performance and management to optimize operations, control costs, efficiency and evaluate performance against the Company’s budget.

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(6)      Grade (g/tonne) represent the average concentration of copper, gold, and silver within the ore processed during the period, expressed as a percentage for copper and grams per tonne for gold and silver. Grades are a fundamental driver of revenue and profitability, as higher-grade ores yield more payable metal per tonne processed for investors understanding and management monitors grade to optimize ore blending and mine planning activities and measure performance against budget and plant feed planning.

(7)      Recovery (%) represents the percentage of total metal content in the processed ore that is recovered into the final product (e.g., concentrate or dore). Recovery rates reflect and indicate to investors the effectiveness of processing operations and directly influence overall production and cost-efficiency and management tracks recovery performance to identify metallurgical issues, improve process control, and optimize reagent use and throughput, as well measure performance against budget.

Operating information for Minosa for the three months ended March 31, 2025 and 2024 is as follows:

        For the three months ended March 31, 2025, ore mined was 2,110,055 tonnes, a decrease from the 2,208,159 tonnes for the three months ended March 31, 2024, due to mine sequencing.

        For the three months ended March 31, 2025, ore plant feed decreased to 2,010,575 tonnes for the three months ended March 31, 2024, a decrease of 5% compared to the corresponding period of 2024 due to lower mined volumes in the quarter.

        For the three months ended March 31, 2025, grade was 0.41g/t Au, a small decrease from 0.42 g/t Au for the three months ended March 31, 2024, as result of mine sequencing.

        For the three months ended March 31, 2025, recovery was 67%, stable when comparing to 66% for the three months ended in March 31, 2024.

        For the three months ended March 31, 2025, as result of significant decrease in plant ore feed, almost stable grade and stable recovery, production reached 17,654 GEO, representing an 8% decrease compared to the three months ended March 31, 2024.

        For the three months ended March 31, 2025, as result of decreased production, which translated into a decreased amount of product available for sale, and higher average gold prices, revenues reached US$48.1 million, an increase of 28% compared to the corresponding period of 2024.

Operating information for Minosa for the years ended December 31, 2024 and 2023 is as follows:

        In 2024, ore mined was 8,454,345 tonnes, an increase from the 7,096,472 tonnes in 2023, due to the improvements on the mine and lower rainfall in the year.

        In 2024, ore plant feed increased to 8,544,997 tonnes in 2024, an increase of 20% compared to the previous year due to investment in increasing plant capacity and lower rainfall in the year.

        In 2024, grade was 0.44 g/t Au, a small decrease from 0.45 g/t Au in 2023, as result of mine sequencing.

        In 2024, recovery was 65%, stable when comparing to 2024.

        In 2024, as result of significant increase in plant ore feed, almost stable grade and stable recovery, production reached 78,372 GEO, representing an 18.8% increase compared to 2023.

        In 2024, as result of increased production, which translated into increased product available for sale, and higher average gold prices, revenues reached US$177.7 million, an increase of 46% compared to the previous year.

Almas

The Almas Mine is a gold mine located in the state of Tocantins, Brazil. It comprises three deposits: Paiol, Vira Saia, and Cata Funda — along with several exploration targets such as Nova Prata/Espinheiro, Jacobina, and Morro do Carneiro, spread across a total area of 191,100 hectares of mineral rights.

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The table below sets out selected operating information for the mine at commercial stage at Almas since it started commercial production on August 1, 2023 and until December 31, 2024.

 

For the three months ended
March 31,

 

For the year ended
December 31,

Operating Statistics

 

2025

 

2024

 

2024

 

2023(1)‎

Ore mined (tonnes)‎(1)

 

429,662

 

386,398

 

‎2,362,708‎

 

 

‎1,377,368‎

 

Waste mined (tonnes)‎(2)

 

3,080,044

 

2,011,909

 

‎9,598,373‎

 

 

‎6,978,000‎

 

Total mined (tonnes)‎(3)

 

3,509,706

 

2,398,308

 

‎11,961,081‎

 

 

‎8,355,368‎

 

Waste to ore ratio(4)

 

7.17

 

5.21

 

‎4.06‎

 

 

‎5.07‎

 

Ore plant feed (tonnes)(5)

 

446,428

 

367,767

 

‎1,637,574‎

 

 

‎811,917‎

 

Grade (g/tonne)‎(6)

 

1.06

 

1.10

 

‎1.13‎

 

 

‎0.83‎

 

Recovery (%)‎(7)

 

0.89

 

0.91

 

‎91

%‎

 

‎90

%‎

Production (ounces)‎

 

13,101

 

11,895

 

‎54,129‎

 

 

‎17,805‎

 

Sales (ounces)‎

 

13,101

 

11,895

 

‎54,129‎

 

 

‎17,805‎

 

____________

(1)      Ore mined (tonnes) represents the total quantity of mineralized material extracted from open pit or underground operations, measured in metric tonnes, regardless of whether it is processed or not during the period. This metric provides to investors insight into the scale of mining operations and the Company’s ability to access ore for processing, which is a leading indicator of future production and management monitors ore mined to assess mining productivity and ensure alignment with mine plans, budgets, and production targets.

(2)      Waste mined (tonnes) represents the total quantity of material that is extracted from open pit or underground operations that is not itself valuable and is discarded, measured in metric tonnes. This metric provides information to investors in assessing the efficiency of the mining operation and management uses to optimize operations, ensure environmental responsibility, and manage costs.

(3)      Total mined (tonnes) refers to the sum of volume of ore mined and waste mined during the period, measured in metric tonnes. The metric is important to investors because it reflects to the operational throughput and capacity utilization of the mine and is useful to management to evaluate mine performance, identify bottlenecks, optimize the mine plan and evaluate performance against the Company’s budget

(4)      Waste to ore ratio refers to the amount of tonnes of waste material that needs to be removed in order to extract one tonne of ore and is calculated as the ratio of the volume of waste mined to the volume of ore extracted. This metric provides investors to assess the efficiency of a mining operation and management uses to optimize operations, manage costs and evaluate performance against the Company’s budget.

(5)      Ore plant feed (tonnes) refers to the total amount of ore that is fed into the processing plant for extraction and is measured in tonnes. It is important to investors to assess the mine’s production capacity, potential revenue, and overall performance and management to optimize operations, control costs, efficiency and evaluate performance against the Company’s budget.

(6)      Grade (g/tonne) represent the average concentration of copper, gold, and silver within the ore processed during the period, expressed as a percentage for copper and grams per tonne for gold and silver. Grades are a fundamental driver of revenue and profitability, as higher-grade ores yield more payable metal per tonne processed for investors understanding and management monitors grade to optimize ore blending and mine planning activities and measure performance against budget and plant feed planning.

(7)      Recovery (%) represents the percentage of total metal content in the processed ore that is recovered into the final product (e.g., concentrate or dore). Recovery rates reflect and indicate to investors the effectiveness of processing operations and directly influence overall production and cost-efficiency and management tracks recovery performance to identify metallurgical issues, improve process control, and optimize reagent use and throughput, as well measure performance against budget.

Operating information for Almas for the three months ended March 31, 2025 and 2024 is as follows:

        For the three months ended March 31, 2025, ore mined was 429,662 tonnes compared with 386,398 tonnes in for the three months ended March 31, 2024, as a result of a change in the contractor and full ramp-up of the mine.

        For the three months ended March 31, 2025, ore plant feed was 446,428 tonnes compared with 367,767 tonnes for the three months ended March 31, 2024, as a result of our investment to expand Almas’ capacity.

        For the three months ended March 31, 2025, the average grade was approximately 1.06 g/t Au, compared with 1.10 g/t Au for the three months ended March 31, 2024, mostly as a result of mine sequencing.

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        For the three months ended March 31, 2025, recovery decreased to 89%, from 91% for the three months ended March 31, 2024.

        For the three months ended March 31, 2025, as result of higher ore mined and increased plant throughput, production was 13,101 GEO, a 10.1% increase compared to 11,895 GEO for the three months ended March 31, 2024.

        For the three months ended March 31, 2025, as result of increase in ore mined and plant feed, which translated to increase in GEO sales, and higher gold prices, revenues reached US$37.1 million, a 53.0% increase compared to the corresponding period of 2024.

Operating information for Almas for the years ended December 31, 2024 and 2023 is as follows:

        In 2024, ore mined was 2,362,708 tonnes compared with 1,377,368 tonnes in 2023, as a result of the change in the contractor and full ramp-up of the mine.

        In 2024, ore plant feed was 1,637,574 tonnes compared with 811,917 tonnes in 2023, as a result of the first full year of production and also our investment to expand Almas’ capacity to 1.8 million tonnes per month.

        In 2024, the average grade was approximately 1.13 g/t Au, compared with 0.83 g/t Au in 2023, mostly as a result of the adherence and consistency to mine sequencing planned.

        In 2024, recovery increased to 91%, from 90% in 2023.

        In 2024, as result of higher plant feed, improved grade and better recovery, production was 54,129 GEO, a 204% increase compared to 17,805 GEO in 2023.

        In 2024, as result of increase in production, which translated to increase in GEO sales, and higher gold prices, revenues reached US$129.4 million, a 278% increase compared to the previous year.

Presentation of Financial Statements

Our unaudited condensed interim consolidated financial statements have been prepared in accordance with IAS 34 — Interim Financial Reporting, as issued by IASB. Our audited consolidated financial statements have been prepared in accordance with International Financial Reporting Standards — Accounting Standards or “IFRS Accounting Standards,” as issued by IASB.

Business Segments and Presentation of Segment Financial Data

We evaluate and manage business segment performance based on information prepared in accordance with IFRS Accounting Standards. Our reportable segments are as follows: Minosa Mine, Apoena Mine, Aranzazu Mine, Almas Mine and Borborema Project. See notes 3(b) and 31 to our audited consolidated financial statements included elsewhere in this prospectus for further information about our operating segments

Significant Changes in Accounting Policies

None.

New Accounting Standards under IFRS Accounting Standards

The IASB has disclosed some amendments to certain accounting standards that are not yet effective, which we have not early adopted for the preparation of our audited consolidated financial statements included elsewhere in this prospectus. For further information, see note 3(t) to our audited consolidated financial statements included elsewhere in this prospectus.

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JOBS Act

We are an emerging growth company under the JOBS Act.

Subject to certain conditions set forth in the JOBS Act, if, as an “emerging growth company”, we choose to rely on such exemptions we may not be required to, among other things; (1) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404; and (2) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis). These exemptions will apply for a period of five years or until we are no longer an “emerging growth company,” whichever is earlier.

Principal Factors Affecting Our Financial Condition and Results of Operations

Overview

Aura is a gold and copper production company focused on the operation and development of gold and copper projects in the Americas. Our operating results derive substantially from the sale of gold and copper extracted from Aranzazu, Apoena, Minosa and Almas.

Macroeconomic Environment

Global financial conditions continue to be characterized as volatile. In recent years, global markets have been adversely impacted by various credit crises and significant fluctuations in fuel and energy costs and metals prices. Many industries, including the mining industry, have been impacted by these market conditions. Global financial conditions remain subject to sudden and rapid destabilizations in response to future events, as government authorities may have limited resources to respond to future crises. A continued or worsened slowdown in the financial markets or other economic conditions, including but not limited to consumer spending, employment rates, business conditions, inflation, fuel and energy costs, consumer debt levels, lack of available credit, the state of the financial markets, interest rates and tax rates, may affect our growth and profitability. Future crises may be precipitated by any number of causes, including natural disasters, geopolitical instability, changes to energy prices or sovereign defaults. If increased levels of volatility continue or in the event of a rapid destabilization of global economic conditions, it may result in a material effect on commodity prices, demand for metals, including gold and copper, availability of credit, investor confidence, and general financial market liquidity, all of which may adversely affect our business and the market price of our securities.

 

As of and for
the twelve 
months ended
March 31,

2025

 



As of and for the year ended
December 31,

2024

 

2023

 

2022

Global growth in gross domestic product
(GDP)(1)

 

3.2

%

 

‎3.2

%‎

 

3.3

%‎

 

3.6

%‎

U.S. 10 year treasury bond rates (at December 31)(2)

 

4.23

%

 

4.6

%‎

 

3.9

%

 

‎3.9

%‎

Average exchange rate – Brazilian reais per ‎US$1.00(3)

 

5.8557

 

 

‎5.3920‎

 

 

‎4.9953‎

 

 

‎5.1655‎

 

Appreciation (depreciation) of the Brazilian real vs. ‎US$ in the period(3)

 

8.6

%

 

‎7.9

%‎

 

‎7.2

%‎

 

‎6.5

%‎

Average exchange rate – Mexican pesos per ‎ US$1.00(4) ‎

 

20.4310

 

 

‎18.3024‎

 

 

‎17.7338‎

 

 

‎20.1205‎

 

Appreciation (depreciation) of the Mexican peso vs. ‎US$ in the period(4)

 

11.6

%

 

‎3.2

%‎

 

‎13.1

%‎

 

‎4.9

%‎

Average exchange rate – Honduras Lempiras per ‎US$1.00(5) ‎

 

25.6613

 

 

‎24.9190‎

 

 

‎24.7246‎

 

 

‎24.6374‎

 

Appreciation (depreciation) of the Honduras Lempira ‎vs. US$ in the period(5)‎

 

3.0

%

 

‎0.8

%‎

 

‎(0.2

)%‎

 

‎(0.8

)%‎

____________

(1)      Based on information from the International Monetary Fund (IMF), World Economic Outlook Database, Gross domestic product (GDP), Constant Prices, Percentage Change.

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(2)      Based on information retrieved from Bloomberg.

(3)      Based on information from the Central Bank of Brazil.

(4)      Based on the FIX rate provided by the Central Bank of Mexico.

(5)      Based on information from the Central Bank of Honduras (Banco Central de Honduras).

Fluctuations in the Price of Gold, Copper and Silver

The market for minerals is influenced by many factors beyond our control such as the supply and demand for minerals, the rate of inflation, the number of mineral producing companies, the international economic and political environment, changes in international investment patterns, global or regional consumption patterns, costs of substitutes, currency exchange rates, interest rates, speculative activities in connection with minerals, and increased production due to improved mining and production methods. Accordingly, the profitability of our operations is highly correlated to the market prices of these metals, as is our ability to develop our other properties. If metal prices were to decline for a prolonged period below our cost of production, it may not be feasible to continue production or to continue the development of new mine properties.

Customers

Currently, all gold ingots produced at the Apoena, Almas and Minosa mines are sold directly or indirectly to three customers; and up to 70,000 metric tons per annum of copper concentrates produced at the Aranzazu Mine are sold directly to Trafigura México, S.A. de C.V. These customers represent almost the totality of our revenue for the Minosa, Apoena and Almas mines and the Aranzazu Mine. For the year ended December 31, 2024, our largest clients, Auramet International LLC, Asahi Refining USA Inc. and Trafigura México, S.A. de C.V. represented 46.8%, 18.9% and 31.1% respectively of our revenue (36.2%, 21.4% and 40.7% in 2023 and 36.2% 22.1% and 39.2% in 2022).

Foreign Exchange Rates

The currencies in the countries in which we operate have historically experienced frequent and substantial variations in relation to the U.S. dollar and other foreign currencies. Fluctuations in currency exchange rates may significantly impact our earnings and cash flows. The appreciation of the Honduran lempira, Brazilian real and Mexican peso against the US dollar would increase the cost of exploration, development and operation of the Company’s mineral properties located in Honduras, Brazil and Mexico which could have a material adverse effect on the financial condition, results of operations or cash flow results of the Company.

As of December 31, 2024, the U.S. dollar commercial selling rate published by the Central Bank of Brazil was R$6.1923 per US$1.00, which represented a 27.9% depreciation as compared to the selling rate of R$4.841 per US$1.00 as of December 31, 2023. As of December 31, 2024, the U.S. dollar commercial selling rate published by the Central Bank of Mexico (the FIX rate) was MXN 20.8829 per US$1.00, which represented a 23.1% depreciation as compared to the selling rate of MXN16.9190 per US$1.00 as of December 31, 2023. As of December 31, 2024, the U.S. dollar commercial selling rated published by the Central Bank of Honduras was HNL 25.5069 per US$1.00, which represented a 3.0% depreciation as compared to the selling rate of HNL24.7746 per US$1.00 as of December 31, 2023. Significant volatility in currency prices, among other factors, may also result in disruption of foreign exchange markets, which could limit our ability to transfer or to convert certain currencies into U.S. dollars and other currencies. The central banks and governments of the countries in which we operate may institute restrictive exchange rate policies in the future and impose taxes on foreign exchange transactions.

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Results of Operations for the Three Months Ended March 31, 2025 and 2024

The following discussion of our results of operations is based on the financial information derived from our unaudited condensed interim consolidated financial statements included elsewhere in this prospectus.

Overview

The following table presents our consolidated results of operations for the periods indicated:

 

For the three months ended
March 31,

   

2025

 

2024

 

% Change
‎‎2025/2024

   

(in millions of US$, except percentages)

Revenue

 

161.8

 

 

132.1

 

 

22.5

%

Cost of goods sold

 

(83.4

)

 

(85.4

)

 

(2.3

)%

Gross profit

 

78.4

 

 

46.7

 

 

67.9

%

General and administrative ‎expenses

 

(9.6

)

 

(8.3

)

 

15.7

%

Exploration expenses

 

(1.4

)

 

(1.9

)

 

(26.3

)%

Operating income

 

67.4

 

 

36.5

 

 

84.7

%

Finance expense

 

(121.6

)

 

(34.1

)

 

256.6

%

Other (expense)

 

(0.8

)

 

(0.6

)

 

33.3

%

Income (loss) before income taxes

 

(54.9

)

 

1.8

 

 

(3,150.0

)%

Current tax

 

(20.8

)

 

(10.1

)

 

105.9

%

Deferred tax

 

2.5

 

 

(0.8

)

 

(412.5

)%

Income taxes

 

(18.3

)

 

(10.9

)

 

67.9

%

‎Loss for the period‎

 

(73.2

)

 

(9.2

)

 

695.7

%

Revenue

In the three months ended March 31, 2025, our revenue increased US$29.7 million, or 22.5%, to US$161.8 million, from US$132.1 million in the corresponding period of 2024, the result was mainly driven by:

        An increase of 39% in average net gold price per ounce sold in the three months ended March 31, 2025 compared to the same period in 2024, to US$2,786/oz from US$1,999/oz;

        An increase of 11% in average copper sale price in the three months ended March 31, 2025 compared to the same period in 2024, to US$4.26/lb. from U$3.86/lb.; and

        Partially offset by sales volume of 60,491 GEO, a 12% reduction when compared to same period of 2024, impacted by production decreases in Aranzazu, Minosa and Apoena and partially offset by an increase in Almas.

Cost of Goods Sold

In the three months ended March 31, 2025, our Cost of goods sold decreased US$2.0 million, or 2.3%, to US$83.4 million, from US$85.4 million in the corresponding period of 2024. This reduction was driven mainly by the Minosa mine, where Cost of goods sold decreased US$2.4 million in the period, mainly due to a reduction of 9% in sales volume due to mine sequencing. Cost of good sold did not present material changes for the comparative period in the Aranzazu, Almas and Apoena mines.

Gross Profit

In the three months ended March 31, 2025 our gross profit increased US$31.7 million, or 67.9%, to US$78.4 million, from US$46.7 million in the corresponding period of 2024. This increase was primarily the result of an increase in gold and copper sales prices.

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General and Administrative Expenses

In the three months ended March 31, 2025, general and administrative expenses increased when compared to 2024, primarily due to: an increase in professional and consulting fees and due to the measurement of fair value of Deferred Share Units (“DSUs”) resulting from the increase in the Company’s share price during the period.

Exploration Expenses

In the three months ended March 31, 2025, our exploration expenses decreased US$0.5 million, or 26.3%, to US$1.4 million, from US$1.9 million in the corresponding period of 2024, and were in line with the Company’s plan.

Operating Income

As a result of the foregoing, our operating income increased US$30.9 million, or 85%, to US$67.4 million in the three months ended March 31, 2025, from US$36.5 million in the corresponding period of 2024.

Finance Expense

In the three months ended March 31, 2025, our finance expense increased US$87.5 million, or 256.6%, to US$121.6 million, from US$34.1 million in the corresponding period of 2024, principally due to:

        an increase of US$80.7 million of unrealized loss on derivative gold collars, arising from fair value adjustments related to outstanding gold hedge positions, reflecting an increase in gold prices between the start and the end of the quarter, which closed the quarter at US$3,123.57/oz compared to US$2.610.85/oz as of December 31, 2024. Most of our outstanding gold collars (225,996 oz out of about 247,010 oz) are associated with the future production of the Borborema project and will expire between July 2025 and June 2028.

        US$6.0 million of realized loss with gold hedges, related to cash settlement of outstanding gold collar during the period, with an average ceiling strike price of US$2,399 per ounce, compared to the average market gold price of US$3,023 per ounce during the period of settlement, while no losses were incurred in the quarter ended March 31, 2024 due to lower gold prices at such period.

Income (Loss) before Income Taxes

As a result of the foregoing, our income (loss) before income taxes decreased US$56.7 million, to a loss of US$54.9 million in the three months ended March 31, 2025, from an income of US$1.8 million in the corresponding period of 2024.

Income Tax

In the three months ended March 31, 2025, our income tax increased US$7. 4 million, or 67.9%, to US$18.3 million, from US$10.9 million in the corresponding period of 2024, principally due to the following:

        Our current income tax expense increased US$10.7 million, or 106%, to US$20.8 million in the three months ended March 31, 2025, from US$10.1 million in the corresponding period of 2024, principally due to an increase in income before taxes in the Aranzazu Mine, Minosa Mine and Almas Mine segments.

        Our deferred tax increased US$3.3 million, to a benefit of US$2.5 million in the three months ended March 31, 2025, from an expense of US$0.8 million in the corresponding period of 2024 principally due to the appreciation of the Brazilian real against the US dollar that generated an impact of benefit of US$3.2 million on the deferred taxes over non-monetary items.

Loss for the period

As a result of the foregoing, our loss for the period increased US$64.0 million, or 696%, to US$73.2 million in the three months ended March 31, 2025, from US$9.2 million in the corresponding period of 2024.

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Results of Operations for the Years Ended December 31, 2024, 2023 and 2022

The following discussion of our results of operations is based on the financial information derived from our audited consolidated financial statements included elsewhere in this prospectus.

In the following discussion, references to “2024,” “2023” and “2022” are to the years ended December 31, 2024, 2023 and 2022, respectively.

Overview

The following table presents our consolidated results of operations for the periods indicated:

 

For the year ended December 31,

   

2024

 

2023

 

2022

 

% Change
‎‎2024/2023

 

% Change
‎‎2023/2022

   

(in millions of US$, except percentages)

Revenue

 

‎594.2‎

 

 

‎416.9‎

 

 

‎392.7‎

 

 

‎42.5

%‎

 

6.2

%‎

Cost of goods sold

 

‎(342.9

)‎

 

‎(290.9

)‎

 

‎(267.0

)‎

 

‎17.9

%‎

 

9.0

%‎

Gross profit

 

‎251.3‎

 

 

‎126.0‎

 

 

‎125.7‎

 

 

‎99.4

%‎

 

‎0.2

%‎

General and administrative ‎expenses

 

‎(33.3

)‎

 

‎(27.2

)‎

 

‎(25.0

)‎

 

22.4

%‎

 

8.8

%‎

Exploration expenses

 

‎(14.0

)‎

 

‎(11.8

)‎

 

‎(12.5

)‎

 

‎18.6

%‎

 

‎(5.6

)%‎

Change in estimation for mine closure and restoration for properties in care & maintenance

 

‎1.3‎

 

 

 

 

 

 

‎100.0

%‎

 

 

Operating income

 

205.4‎

 

 

‎87.0‎

 

 

‎88.2‎

 

 

‎136.0

%‎

 

‎(1.4

)%‎

Finance expense

 

‎(151.7

)‎

 

‎(49.4

)‎

 

‎(7.4

)‎

 

‎207.1

%‎

 

‎567.6

%‎

Other (expense) income

 

‎(1.3

)‎

 

‎0.7‎

 

 

‎1.2‎

 

 

‎(285.7

)%‎

 

‎(41.7

)%‎

Income before income taxes

 

‎52.4‎

 

 

‎38.3‎

 

 

‎82.0‎

 

 

‎36.8

%‎

 

(53.3

)%‎

Current tax

 

‎(53.0

)‎

 

‎(18.8

)‎

 

‎(26.8

)‎

 

‎(181.9

)%‎

 

‎(29.9

)%‎

Deferred tax

 

‎(29.7

)‎

 

‎12.4‎

 

 

‎1.1‎

 

 

‎(339.5

)%‎

 

‎1,027.3

%‎

Income taxes

 

‎(82.7

)‎

 

‎(6.4

)‎

 

‎(25.7

)‎

 

‎1,192.2

%‎

 

‎(75.1

)%‎

‎(Loss)/Profit from continued ‎operations

 

‎(30.3

)‎

 

‎31.9‎

 

 

‎56.2‎

 

 

‎(195.0

)%‎

 

‎(43.2

)%‎

Profit from discontinued operations

 

‎—‎

 

 

‎—‎

 

 

‎10.2‎

 

 

‎—‎

 

 

‎—‎

 

‎(Loss)/Profit for the year‎

 

‎(30.3

)‎

 

‎31.9‎

 

 

‎66.5‎

 

 

(195.0

)%‎

 

‎(52.0

)%‎

Revenue

In 2024, our revenue increased US$177.3 million, or 42.5%, to US$594.2 million, from US$416.9 million in 2023, principally due to US$157.3 million increase in revenue from gold and US$24.0 million from gold and copper concentrate. These increases were the result of: increase in realized average gold price per ounce sold, net in 2024 (US$2,308/ounce), which represented an increase of 23% compared to 2023; the beginning of operations at our Almas mine in August 2023, with a full production in 2024 of 54,129 GEO, 204% higher than 2023; higher sales in Minosa along with higher prices when comparing to 2023, resulting in an increase in revenue of US$55.7 million; Aranzazu, despite reduction in sales volume due to (8%) lower production, the Company´s revenue was US$20.0 million higher due to an increase in copper price benefiting the Company; and Apoena that, also decrease in sales volume due to a decrease in production of (19%) mainly due to varying of ore grades and the delay on obtaining the Nosde license that was essential to access higher grade areas, but presented an increase in revenue of US$6.5 million due to higher gold prices during 2024.

In 2023, our revenue increased US$24.2 million, or 6.2%, to US$416.9 million, from US$392.7 million in 2022, principally due to a US$15.9 million decrease in revenue from copper due to price decrease and a US$12.3 million increase in revenue from gold, which was partially offset by a US$2.9 million decrease in revenue from copper and gold concentrate. These increases were the result of: increase in realized average gold

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price per ounce sold, net in 2023 (US$1,946/ounce), which represented an increase of 10% compared to 2022; the beginning of operations at our Almas mine in August 2023, with a production of 17,805 GEO, generating revenue of US$34 million; higher production in Minosa of 7.3% when comparing to 2022, resulting in an increase in revenue of US$13 million by improvements in the stacking system and ongoing productivity initiatives; and Aranzazu, despite 2% lower production in 2022, our revenue was US$13 million higher due to an increase in gold and copper prices benefiting the Company. These increases were partially offset by Apoena in the amount of US$36 million due to a 33% lower production in 2023 when comparing to 2022, mainly due to mine sequencing and varying ore grades, with significant growth in the second half of the year as high-grade areas were accessed, despite challenges from adverse weather conditions.

Cost of Goods Sold

In 2024, our Cost of goods sold increased US$52.0 million, or 17.9%, to US$342.9 million, from US$290.9 million in 2023, principally due to the beginning of the Almas operations in August 2023, with full operation in 2024, increasing the consolidated cost of goods sold by US$39.9 million; Minosa by US$6.1 million mainly driven by increased mine movement; Aranzazu by US$7.0 million due to an increase in mining costs.

In 2023, our cost of goods sold increased US$23.9 million, or 9.0%, to US$290.9 million, from US$267.0 million in 2022, principally due to increases of US$18.8 million and US$6.5 million in direct mine and mill costs related to contractors and salaries, respectively, which was partially offset by a US$2.9 million decrease in direct mine and mill costs. These increases were the result of: the beginning of Almas operations in August 2023, increasing the consolidated cost of goods sold by US$25.6 million; Minosa by US$4.7 million mainly driven by increased mine movement; Aranzazu by US$6.9 million due to mine sequencing. These effects were partially offset by the decrease in cost of goods sold in Apoena by US$13.5 million, due to the lower production in the year when comparing to 2022.

Gross Profit

As a result of the foregoing, in 2024 our gross profit increased US$125.3 million, or 99.4%, to US$251.3 million, from US$126.0 million in 2023.

In 2023, also as a result of the foregoing, our gross profit increased US$0.3 million, or 0.2%, to US$126.0 million, from US$125.7 million in 2022.

General and Administrative Expenses

In 2024, our general and administrative expenses increased US$6.1 million, or 22.4%, to US$33.3 million, from US$27.2 million in 2023, principally due to Almas having commenced commercial production in August 2023 and ceased the capitalization of expenses in that date and expensed a full year of general and administrative expenses in 2024; in addition there were increases in bonuses, professional fees, accounting and audit fees across corporate office and business units as result of the growth of the Company.

In 2023, our general and administrative expenses increased US$2.2 million, or 8.8%, to US$27.2 million, from US$25.0 million in 2022, principally due to a US$1.5 million increase in salaries, wages, benefits and bonuses, which were mostly the result of Almas having commenced commercial production in August 2023 and ceased the capitalization of expenses, representing an increase of approximately US$2 million in the consolidated general and administrative expenses.

Exploration Expenses

In 2024, our exploration expenses increased US$2.2 million, or 18.6%, to US$14.0 million, from US$11.8 million in 2023, principally due to increase of US$2.3 million in exploration expenses on the Company´s projects Matupá and Carajás, in line with our strategy.

In 2023, our exploration expenses decreased US$0.7 million, or 5.6%, to US$11.8 million, from US$12.5 million in 2022, in line with our exploration plans for the year.

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Operating Income

As a result of the foregoing, our operating income increased US$118.4 million, or 136.1%, to US$205.4 million in 2024, from US$87.0 million in 2023.

Also as a result of the foregoing, our operating income decreased US$1.2 million, or 1.4%, to US$87.0 million in 2023, from US$88.2 million in 2022.

Finance Expense

In 2024, our finance expense increased US$102.3 million, or 207.1%, to US$151.7 million, from US$49.4 million in 2023, principally due to:

        an increase of US$54.6 million on unrealized loss on derivative gold collars due to the fair value adjustment related to outstanding gold hedge positions, reflecting the significant increase of gold prices during the year;

        an increase of US$12.2 million in foreign exchange mostly related to the strong depreciation of the Brazilian real to R$6.1779 per US$1.00 on December 31, 2024 from R$4.8502 per each US$1.00 on December 31, 2023;

        an expense of US$13.5 million on derivative fees in 2024, that was related to the negotiations between the Company and financial institutions to suspend or eliminate the Credit Support Agreements (“CSAs”) related to the Borborema Project gold derivatives. These CSAs included provisions that could require cash collateral (margin calls) if the fair value balances surpassed predetermined thresholds;

        increase of US$9.6 million in interest on debt mostly due to Almas that declared commercial production at Almas in late 2023 (before commercial production, interest expenses were capitalized) and therefore, the interest on debentures increased US$8.7 million in the finance result; and

        US$5.4 million of realized loss with gold hedges, related to cash settlement of outstanding gold collar during the year, driven by the expiration of 40,559 ounces of gold collars with an average ceiling strike price of US$2,444 per ounce, compared to the average market gold price of US$2,663 during the period of settlement.

In 2023, our financial expense increased US$42.0 million, or 567.6%, to US$49.4 million, from US$7.4 million in 2022, principally due to unrealized losses on gold derivative transactions, mostly related to the fair value adjustment from the Borborema and Almas derivative gold collars, and an increase in interest expense in debt partially related to the Almas debentures, since the mine declared commercial production, the capitalization of expenses was ceased and recorded US$1.9 million of interest expense as a finance expense from the period of September 1, 2023 to December 31, 2023. In addition, the Company increased its gross debt in its other subsidiaries during 2023.

Other (expense) Income

Our other (expense) income decreased US$1.9 million, or 285.7%, to US$1.3 million of expense in 2024, from US$0.7 million in 2023.

Our other income decreased US$0.5 million, or 41.7%, to US$0.7 million in 2023, from US$1.2 million in 2022.

Income before Income Taxes

As a result of the foregoing, our income before income taxes increased US$14.1 million, or 36.8%, to US$52.4 million in 2024, from US$38.3 million in 2023.

As a result of the foregoing, our income before income taxes decreased US$43.7 million, or 53.3%, to US$38.3 million in 2023, from US$82.0 million in 2022.

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Income Tax

In 2024, our income tax increased US$76.3 million, or 1,192.2%, to US$82.7 million, from US$6.4 million in 2023, principally due to the following:

        Our current income tax expense increased US$34.2 million, or ‎181.9%, to US$53.0 million in 2024, from US$18.8 million in 2023, principally due to an increase in income before taxes in Aranzazu and Minosa and also a full year of operations in Almas, due to higher income before taxes at those segments.

        Our deferred tax increased US$42.1 million, or 339.5%, to US$29.7 million (expense) in 2024, from US$12.4 million in 2023 (income), principally due to the depreciation of the Brazilian real and Mexican peso against the US dollar that generated an impact on the deferred taxes over non-monetary items of US$29.6 million.

In 2023, our income tax decreased US$19.3 million, or 75.1%, to US$6.4 million, from US$25.7 million in 2022, principally due to the following:

        Our current income tax expense decreased US$8.0 million, or 29.9%, to US$18.8 million in 2023, from US$26.8 million in 2022, principally due to a lower tax base in Apoena and Aranzazu, mainly due to the depreciation of the US dollar against local currencies that effect transactions in US dollars and generate a lower tax base in local currencies. The decrease was partially offset by Minosa that reported a slight increase in tax expenses in line with the higher revenue for the year.

        Our deferred income tax recovery increased US$11.3 million, or 1,027.3%, to US$12.4 million in 2023, from US$1.1 million in 2022, principally due to Almas, since the mine reached commercial production in August 2023 and the Company recognized deferred tax assets from losses carried forward in the amount of US$2.9 million. Also, the increase in provisions for supply payments generating US$900; and the reversal of hedge results generating a positive movement of US$4 million of deferred tax assets. In addition to that, Apoena recognized an additional US$2.7 million of deferred tax assets from losses carried forward.

(Loss) Profit for the Year

As a result of the foregoing, our profit for the year decreased US$62.2 million, or 195.0%, to a loss of US$30.3 million in 2024, from US$31.9 million in 2023.

As a result of the foregoing, our income for the year decreased US$34.6 million, or 52.0%, to a loss of US$31.9 million in 2023, from US$66.5 million in 2022. Not considering discontinued operations, our income for the year decreased US$24.3 million, or 43.3%, during the years compared.

Liquidity and Capital Resources

Overview

We believe that our ongoing operations and associated cash flows will provide sufficient liquidity to continue financing our planned growth in the near term and to meet our working capital requirements and that we will have access to additional debt as it grows to support further expansion. We will, from time to time, repay balances outstanding on our revolving credit with operating cash flow and cash flow from other sources.

Cash Flows

In the following discussion, references to “2024,” “2023” and “2022” are to the years ended December 31, 2024, 2023 and 2022, respectively. The following discussion of our cash flows is based on the financial information derived from our audited consolidated financial statements, included elsewhere in this prospectus.

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The following tables present our cash flow data for the periods indicated:

 

For the three months ended
March 31,

   

2025

 

2024

 

% Change
2025
/2024

   

(in millions of US$, except percentages)

Cash Flow Data

   

 

   

 

   

 

Net cash generated by operating activities

 

41.2

 

 

25.9

 

 

59

%

Net cash used in investing activities

 

(70.3

)

 

(31.0

)

 

127

%

Net cash used in financing activities

 

(44.7

)

 

(14.8

)

 

202

%

(Decrease) in cash and cash equivalents

 

(73.8

)

 

(20.0

)

 

269

%

 

For the year ended December 31,

   

2024

 

2023

 

2022

 

% Change
2024
/2023

 

% Change
2023
/2022

   

(in millions of US$, except percentages)

Cash Flow Data

   

 

   

 

   

 

   

 

   

 

Net cash generated by operating activities

 

222.2

 

 

124.9

 

 

96.4

 

 

77.9

%

 

29.6

%

Net cash used in investing activities

 

(176.4

)

 

(93.9

)

 

(157.5

)

 

87.9

%

 

(40.4

)%

Net cash generated by financing activities

 

5.2

 

 

79.4

 

 

21.9

 

 

(93.5

)%

 

262.6

%

Increase (decrease) in cash and cash equivalents

 

51.0

 

 

110.4

 

 

(39.3

)

 

(53.8

)%

 

(380.9

)%

Net Cash Generated by Operating Activities

For the three months ended March 31, 2025, we recorded net cash generated by operating activities of US$41.2 million compared to net cash generated by operating activities of US$25.9 million in the corresponding period of 2024. This increase was primarily due to more favorable gold prices in the period.

In 2024, we recorded net cash generated by operating activities of US$222.2 million compared to net cash generated by operating activities of US$124.9 million in 2023. This variation was primarily due to the increase in operating income by US$118.4 million in 2024 when compared to 2023, especially due to the increase in revenues (US$157.3 million increase in revenue from gold and US$24.0 million from gold and copper concentrate) with the full year operation in Almas (beginning of operations in August 2023); higher gold and copper prices; and higher inventories in Minosa and Almas.

In 2023, we recorded net cash generated by operating activities of US$124.9 million compared to net cash generated by operating activities of US$96.4 million in 2022. This variation was primarily due to lower income taxes paid in the amount of US$27.8 million between the years.

Net Cash Used in Investing Activities

For the three months ended March 31, 2025, we recorded net cash used in investing activities of US$70.3 million compared to net cash used in investing activities of US$31.0 million in the corresponding period of 2024. This increase was primarily due to increased capital expenditures related to expansion projects and the acquisition of Bluestone in the amount of US$18.5 million for the three months ended March 31, 2025.

In 2024, we recorded net cash used in investing activities of US$176.4 million compared to net cash used in investing activities of US$93.9 million in 2023. This increase was primarily due to additions to property, plant and equipment in the construction of the Borborema project.

In 2023, we recorded net cash used in investing activities of US$93.9 million compared to net cash used in investing activities of US$157.5 million in 2022. This decrease was primarily due to the acquisition of the Borborema project in the amount of US$54 million in 2022, not repeated in 2023.

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Net Cash Generated by/Used in Financing Activities

For the three months ended March 31, 2025, we recorded net cash used in financing activities of US$44.7 million compared to net cash used in financing activities of US$14.8 million in the corresponding period of 2024. This increase was primarily due to repayment of loans and debentures of US$11.5 million and payment of dividends of US$18.3 million.

In 2024, we recorded net cash generated by financing activities of US$5.2 million compared to net cash generated by financing activities of US$79.4 million in 2023. This decrease is primarily due to US$184.4 million of repayment of loans and debentures and interest paid on loans and debentures, including the prepayment of the first issuance of debentures from Almas, the payment of dividends that was US$14.5 million higher than in 2023 and the acquisition of treasury shares during the year in the amount of US$13.4 million. This decrease was partially offset by proceeds received from loans and debentures in the total amount of US$314.3 million (US$134.8 million higher than 2023), mainly due the second issuance of debentures in Almas.

In 2023, we recorded net cash generated by financing activities of US$79.4 million compared to net cash generated by financing activities of US$21.9 million in 2022. This variation is primarily due to the proceeds received from loans and debentures in the total amount of US$179.6 million (US$54 million higher than 2022), mainly due to the funding for construction of Borborema Project, in which the Company raised a US$100 million term loan with Santander Bank.

Indebtedness

As of March 31, 2025 and December 31, 2024, 2023 and 2022, we had outstanding loans and debentures in the aggregate amount of US$467.7 million, US$443.1 million, US$333.6 million, US$214.0 million, respectively. For further information on our indebtedness, see note 13 to our unaudited condensed interim consolidated financial statements and note 14 to our audited consolidated financial statements, each included elsewhere in this prospectus.

Material Financing Agreements

The following table sets out the key features of loans and financings as of the dates indicated.

Financial debt

 

Maturity
Date

 

Interest
Rate

 

Outstanding (US$ thousands)

3/31/2025

 

12/31/2024

 

12/31/2023

 

12/31/2022

Banco Occidente

 

‎ ‎

 

‎ ‎

               

Q2 2022 Promissory Note (“5th Promissory Note”)‎

 

May 2026‎

 

‎6.25%‎

 

3,274

 

‎3,882‎

 

‎6,390‎

 

‎8,702‎

Q3 2022 Promissory Note (“6th Promissory Note”)‎

 

August 2026‎

 

‎6.25%‎

 

4,087

 

‎4,709‎

 

‎7,153‎

 

‎9,259‎

Q2 2023 Promissory Note (“7th Promissory Note”)‎

 

June 2026‎

 

‎7.50%‎

 

667

 

‎1,320‎

 

‎3,819‎

 

‎—‎

Q1 2024 Promissory Note (“8th Promissory Note”)‎

 

February 2026‎

 

‎7.50%‎

 

2,377

 

‎3,000‎

 

‎—‎

 

‎—‎

Q3 2024 Promissory Note (“9th Promissory Note”)‎

 

July 2027‎

 

‎8.00%‎

 

3,826

 

‎4,178‎

 

‎—‎

 

‎—‎

Banco Atlántida

 

‎ ‎

 

‎ ‎

               

Q2 2017 Loan Agreement (“1st Loan”)‎

 

July 2023‎

 

‎7.30%‎

 

—‎

 

‎—‎

 

‎—‎

 

‎1,306‎

Q2 2021 Loan Agreement (“5th Loan”) ‎

 

November 2023‎

 

‎7.00%‎

 

—‎

 

‎—‎

 

‎—‎

 

‎1,440‎

Q2 2022 Loan Agreement (“6th Loan”)‎

 

March 2023‎

 

‎6.00%‎

 

—‎

 

‎—‎

 

‎—‎

 

‎500‎

Q2 2022 Loan Agreement (“7th Loan”)‎

 

March 2027‎

 

‎6.50%‎

 

5,000

 

‎5,625‎

 

‎8,125‎

 

‎10,000‎

Q2 2023 Loan Agreement (“8th Loan”)‎

 

April 2024‎

 

‎6.50%‎

 

—‎

 

‎—‎

 

‎600‎

 

‎—‎

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Table of Contents

Financial debt

 

Maturity
Date

 

Interest
Rate

 

Outstanding (US$ thousands)

3/31/2025

 

12/31/2024

 

12/31/2023

 

12/31/2022

Banco ABC Brasil S.A. ‎

 

‎ ‎

 

‎ ‎

               

Q4 2022 Loan Agreement (“5th Loan”)‎

 

January 2026‎

 

‎5.38%‎

 

8,770

 

‎10,968‎

 

‎17,549‎

 

‎17,301‎

Banco Santander México

 

‎ ‎

 

‎ ‎

               

Q2 2022 Loan Agreement (“1st Loan”)‎

 

December 2024‎

 

‎* SOFR + 4.0%‎

 

—‎

 

‎—‎

 

‎9,675‎

 

‎20,161‎

Q2 2022 Loan Agreement (“2nd Loan”) ‎

 

December 2024‎

 

‎* SOFR + 4.0%‎

 

—‎

 

‎—‎

 

‎10,000‎

 

‎10,000‎

Q2 2023 Loan Agreement (“3rd Loan”)‎

 

December 2024‎

 

‎* SOFR + 4.0%‎

 

—‎

 

‎—‎

 

‎7,579‎

 

‎—‎

Q3 2024 Loan Agreement (“5th Loan”)‎

 

July 2027‎

 

‎* SOFR + 3.8%‎

 

32,021

 

‎35,333‎

 

‎—‎

 

‎—‎

Banco Santander Brazil

 

‎ ‎

 

‎ ‎

               

Q1 2019 Loan Agreement (“1st Loan)‎

 

October 2023‎

 

‎5.29%‎

 

—‎

 

‎—‎

 

‎—‎

 

‎2,951‎

Q4 2020 Loan Agreement (“2nd Loan) ‎

 

December 2023‎

 

‎4.95%‎

 

—‎

 

‎—‎

 

‎—‎

 

‎1,686‎

Q3 2023 Loan Agreement (“4th Loan) ‎

 

November 2028‎

 

‎9.51%‎

 

101,545

 

104,073‎

 

‎103,972‎

 

Banco Itau

 

‎ ‎

 

‎ ‎

               

Q1 2020 Loan Agreement (“1st Loan”)‎

 

March 2023‎

 

‎7.00%‎

 

—‎

 

‎—‎

 

‎—‎

 

‎1,600‎

Q1 2021 Loan Agreement (“2nd Loan”)‎

 

March 2024‎

 

‎4.65%‎

 

—‎

 

‎—‎

 

‎1,500‎

 

‎7,500‎

Q4 2023 Loan Agreement (“3rd Loan”)‎

 

May 2028‎

 

‎7.48%‎

 

—‎

 

‎—‎

 

‎30,193‎

 

‎—‎

Banco Safra

 

‎ ‎

 

‎ ‎

 

—‎

           

Q1 2022 Loan Agreement (“2nd Loan”)‎

 

March 2024‎

 

‎3.70%‎

 

—‎

 

‎—‎

 

‎3,354‎

 

‎10,283‎

Q3 2024 Loan Agreement (“2nd Loan”) ‎

 

August 2026‎

 

‎7.10%‎

 

20,122

 

‎20,513‎

 

‎—‎

 

‎—‎

Banco do Brasil

 

‎ ‎

 

‎ ‎

               

Q1 2024 Loan Agreement (“1nd Loan”)‎

 

December 2028‎

 

‎6.50%‎

 

10,059

 

‎10,003‎

 

‎—‎

 

‎—‎

Banco Bradesco

 

‎ ‎

 

‎ ‎

               

Q1 2022 Loan Agreement (“1st Loan”)‎

 

February 2025‎

 

‎* CDI + 2,342%‎

 

—‎

 

2,453‎

 

‎7,797‎

 

‎9,627‎

Q4 2024 Loan Agreement (“2nd Loan”)

 

December 2028‎

 

‎6.50%‎

 

43,000

 

‎43,000‎

 

‎—‎

 

‎—‎

                         

Other banks

 

‎ ‎

 

‎ ‎

               

BTG Pactual

 

November 2027‎

 

‎6.70%‎

 

20,116

 

‎20,116‎

 

‎20,116‎

 

‎20,000‎

Citibank

 

June 2025‎

 

‎7.70%‎

 

—‎

 

‎—‎

 

‎20,000‎

 

‎—‎

Debentures payable

 

‎ ‎

 

‎ ‎

               

Debentures – 1st issuance (a)‎

 

July 2026‎

 

CDI + 4.35%‎

 

—‎

 

‎—‎

 

‎65,767‎

 

‎81,726‎

Debentures – 2nd issuance

 

October 2030‎

 

CDI + 1.60%‎

 

181,539

 

‎162,515‎

 

‎—‎

 

‎—‎

Gold Royalty Corp

 

‎ ‎

 

‎ ‎

               

Gold linked loan (b)‎

 

December 2029‎

 

‎8.5%‎

 

11,384

 

‎11,416‎

 

‎10,000‎

 

‎—‎

Nemesia SÁRL

     

 

19,900

 

—‎

 

—‎

 

—‎

                         

Total

 

‎ ‎

 

‎ ‎

 

467,687

 

‎443,104‎

 

‎333,589‎

 

‎214,042‎

Current

         

100,853

 

‎82,007‎

 

‎82,865‎

 

‎73,215‎

Non-Current

         

366,834

 

‎361,097‎

 

‎250,724‎

 

‎140,827‎

____________

(1)      Secured Overnight Financing Rate (SOFR)

(2)      CDI rate means the average daily rate of interbank deposits (Certificados de Depósito Interbancário) for one-day transactions, expressed as an annual percentage, calculated and published by the B3, which is an average of interbank overnight rates in Brazil.

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Financial Covenants and Collateral

We and certain of our subsidiaries are party to or are subject to financing agreements that include financial covenants, as summarized below:

        the credit agreement (contrato de crédito) entered into by Aranzazu and Banco Santander México, S.A. includes covenants requiring that (i) Aranzazu’s net debt to EBITDA (over the last twelve months, or “LTM”) ratio not exceed 1.50x, and (ii) its EBITDA (LTM) to interest expense ratio be at least 5.00x. The covenant is tested quarterly at the subsidiary level;

        the indenture (escritura de emissão) governing the second issuance of debentures by Aura Almas Mineracao S.A. includes a quarterly covenant requiring that the consolidated net debt to EBITDA (LTM) ratio not exceed:

        in the case of Aura Minerals, 2.75x through June 30, 2025;

        in the case of Aura Almas Mineracao S.A., 2.00x from July 1, 2025 through October 2, 2027; and

        in the case of Aura Almas Mineracao S.A., 1.50x thereafter through maturity;

        the credit agreement (cédula de crédito bancário) entered into by Almas and Banco Safra S.A., Luxembourg Branch, includes a covenant requiring that the Company’s consolidated net debt to EBITDA (LTM) ratio not exceed 2.75x. The covenant is tested quarterly at the Aura Minerals level;

        the credit agreement (cédula de crédito bancário) entered into by Cascar and Banco Santander (Brasil) S.A., Luxembourg Branch, includes an annual covenant requiring that, beginning in the year ended December 31, 2025, following an initial grace period, Cascar’s net debt to EBITDA (LTM) ratio not exceed 1.50x.

        the credit agreement (cédula de crédito bancário) entered into by Apoena and Banco BTG Pactual includes a covenant requiring that the Company’s consolidated net debt to EBITDA (LTM) ratio not exceed 2.75x. The covenant is tested quarterly at the Aura Minerals level; and

        the swap agreement n° 109824100014800 (confirmação de operação de swap de fluxo de caixa) entered into by Almas and Banco Itaú Unibanco S.A. includes a quarterly covenant requiring that the Company’s consolidated net debt to EBITDA (LTM) ratio not exceed:

        in the case of Aura Minerals, 2.75x through June 30, 2025;

        in the case of Aura Almas Mineracao S.A., 2.00x from July 1, 2025 through October 2, 2027; and

        in the case of Aura Almas Mineracao S.A., 1.50x thereafter through maturity;

As of the date of this prospectus, we and our subsidiaries were in compliance with all of the restrictive covenants set forth in our finance agreements.

In addition, pursuant to our financing agreements we have granted security interests of certain of our assets, mainly:

        the equity securities of Cascar Mineração are fiduciarily assigned to Banco Santander (Brasil) S.A., as collateral for a financing agreement (Cédula no. 1058618) and, subject to a suspensive condition, to Gold Royalty Corporation, as collateral for the gold-linked loan agreement;

        the equity securities of Aura Matupá Mineração Ltda. and Aura Almas S.A. are fiduciarily assigned to Oliveira Trust DTVM, as collateral for Aura Almas S.A.’s 2nd issuance of debentures;

        the mining rights over an area owned by Matupa, are fiduciarily assigned to Oliveira Trust DTVM, as collateral for Aura Almas S.A.’s 2nd issuance of debentures;

        the mining rights over an area owned by Almas, are fiduciarily assigned to Oliveira Trust DTVM, as collateral for Aura Almas S.A.’s 2nd issuance of debentures;

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        the movable assets are fiduciarily assigned to Banco Santander (Brasil) S.A., as collateral for a financing agreement (Cédula no. 1058618); and

        the mining rights over mining concessions Nos. (i) 805.049/1977, (ii) 840.149/1980, and (iii) 840.152/1980, owned by Cascar Mineração, are pledged to Banco Santander (Brasil) S.A. as collateral for a financing agreement and, subject to a suspensive condition, to Gold Royalty Corporation as collateral for a Net Smelter Returns Royalty Agreement and a Gold-Linked Loan Agreement.

Unused Sources of Liquidity

As of March 31, 2025 and December 31, 2024, 2023 and 2022, we and our subsidiaries had no unused available credit lines.

Capital Expenditures

The capital expenditures and time required to develop new mines or other projects are considerable and changes in costs or construction schedules can affect project economics.

For the three months ended March 31, 2025 and years ended December 31, 2024, 2023 and 2022, we invested US$52 million, US$180 million, US$105 million and US$103 million each period, mainly for the construction of projects, not including acquisitions. Our capital expenditures were primarily used to construct the Almas and Borborema Project, to maintain our operating units with sustaining capex.

Our material cash requirements related to commitments for capital expenditures as of March 31, 2025 were mostly associated with the final payments related to the construction and the ramp-up of the Borborema project, amounting to US$24 million. The anticipated source of funds needed to satisfy such cash requirements is the cash and equivalents available in our balance sheet and our expected net cash to be generated from our operating activities.

Off-Balance Sheet Arrangements

We did not have any off-balance sheet arrangements as of March 31, 2025 and December 31, 2024, 2023 and 2022.

Financial Obligations

Aura enters into contracts that give rise to commitments for future payments as disclosed in the following table:

As of March 31, 2025

 

Within 1 year

 

2 to 3 years

 

4 to 5 years

 

Over 5 years

 

Total

   

(in thousands of US$)

Trade and other payables ‎

 

103,793

 

 

 

 

103,793

Loans and debentures

 

123,477

 

202,683

 

162,807

 

53,396

 

542,363

Provision for mine closure and restoration

 

10,574

 

6,441

 

9,532

 

37,049

 

63,596

Lease liabilities

 

10,205

 

13,927

 

 

 

24,132

Liability measured at fair value

 

3,324

 

4,514

 

5,537

 

25,258

 

38,633

   

251,373

 

227,565

 

177,876

 

115,703

 

772,517

As of December 31, 2024

 

Within 1 year

 

2 to 3 years

 

4 to 5 years

 

Over 5 years

 

Total

   

(in thousands of US$)

Trade and other payables ‎

 

‎98,067‎

 

 

 

 

‎98,067

Loans and debentures

 

‎84,518‎

 

‎196,356‎

 

‎146,976‎

 

‎46,140‎

 

473,990

Provision for mine closure and restoration

 

‎9,674‎

 

‎5,431‎

 

‎8,132‎

 

‎35,049‎

 

‎58,286‎

Lease liabilities

 

‎12,305‎

 

‎14,937‎

 

 

 

‎27,242‎

Liability measured at fair value

 

‎3,915‎

 

‎4,332‎

 

‎4,882‎

 

‎22,860‎

 

‎35,989‎

   

‎208,479

 

‎221,056‎

 

‎159,990‎

 

‎104,049‎

 

‎693,574

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Research and Development, Patents and Licenses, etc.

See “— Capital Expenditures.” In the years ended December 31, 2024, 2023 and 2022, research and development were not otherwise material to our business.

Trend Information

The following discussion is based largely upon our current expectations about future events, and trends affecting our business. Actual results for our industry and performance could differ substantially. For further information related to our forward-looking statements, see “Forward-Looking Statements” and for a description of certain factors that could affect our industry in the future and our own future performance, see “Risk Factors.”

Quantitative and Qualitative Disclosure About Market Risk

We are exposed to market risks in the ordinary course of our business, including the effects of interest rate changes and foreign exchange rate fluctuations. We may also be exposed to other risks of which we are not currently aware. Information relating to quantitative and qualitative disclosures about these market risks is described below.

Foreign Exchange Rate Risk

Aura’s operations are located in Honduras, Brazil and Mexico, therefore, foreign exchange risk exposures arise from transactions denominated in foreign currencies. Although Aura’s sales are denominated in United States dollars, certain operating expenses of Aura are denominated in foreign currencies, primarily the Honduran lempira, Brazilian real, Mexican peso, Canadian dollar and Colombian peso.

Financial instruments that impact Aura’s net losses or other comprehensive losses due to currency fluctuations include cash and cash equivalents, accounts receivable, other long-term assets, accounts payable and accrued liabilities, short term loans and other provisions denominated in foreign currency. See note 28 (a) to our audited consolidated financial statements included elsewhere in this prospectus for an analysis of the sensitivity of our profit or loss to changes in foreign exchange rates.

Interest Rate Risk

The Company’s policy is to minimize interest rate cash flow risk exposures on long-term financing. Longer-term borrowings are therefore usually at fixed rates. As of March 31, 2025, the Company is exposed to changes in market interest rates through a bank borrowing at SOFR interest rate at its subsidiary Aranzazu. All other borrowings are at fixed interest rates or are linked to a swap instrument, minimizing the risk of interest rate exposure. The Company concluded that its exposure to interest rates is immaterial.

See note 26(c) to our unaudited condensed interim consolidated financial statements included elsewhere in this prospectus for an analysis in interest rates.

Liquidity Risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company manages its liquidity risk through a planning and budgeting process, which is reviewed and updated, to help determine the funding requirements to support the Company’s current operations and expansion and development plans and by managing its capital structure as described in note 26(a) to our unaudited condensed interim consolidated financial statements included elsewhere in this prospectus.

Aura’s objective is to ensure that there are sufficient committed financial resources to meet its short-term business requirements for a minimum of twelve months. In the normal course of business, Aura enters into contracts that give rise to commitments for future payments.

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Credit Risk

Credit risk is the risk that a counterparty fails to discharge an obligation to the Company. The Company is exposed to credit risk from financial assets including cash and cash equivalents held at banks, trade and other receivables. The credit risk is managed based on the Company’s credit risk management policies and procedures.

The credit risk in respect of cash balances held with banks and deposits with banks are managed via diversification of bank deposits and are only with major reputable financial institutions.

As of March 31, 2025, the Company believes that its trade credit risk is low due to the following reasons:

For the sales of refined gold from Almas, Apoena and Minosa, the Company collects payments in advance of delivering its products to its clients.

For the sale of copper and gold concentrate from Aranzazu, the Company sells its products to wholly-owned subsidiary of Trafigura Group Pte. Ltd, one of the largest conglomerates in the sector. The accounts receivable are generally collected within 15 days from the issuance of the invoice.

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Industry

We primarily produce gold — a precious, highly liquid metal with a scarcely supplied market — and copper. Gold is found in metallic form, usually in small inclusions in other minerals, and is commonly a byproduct of the production of other metals. Copper is found in nature primarily in the form of sulfides and carbonates, often with other byproducts.

Gold has historically been used as a currency and is increasingly seen as an investment product. It is used in luxury products (e.g. jewelry), storage of value and as a raw material of electronic and dental products.

Copper is a metal that is mainly used as an electrical and thermal conductor in electronics, industrial equipment, and consumer products and is also used extensively in the construction and transportation sectors. Although other materials compete with copper in certain applications, there is few substitutes with competitive physical and chemical properties available on economically feasible terms.

Gold Industry Overview

Overview of industry value chain, from mining operations to the sale of refined gold

Gold mining occurs in many parts of the world. Some of the largest gold-producing countries in 2023 include China, Australia, Russia, Brazil and the United States, according to the World Gold Council website (available on the “Global Mine Production” tab, as of June 25, 2024).

Mine production accounts for the largest part of global gold supply — typically, 75% each year, according to the World Gold Council website (available on the “Gold Supply” tab, as of June 3, 2025). However, annual demand requires more gold than is newly mined and the shortfall is made up from recycling. As it is virtually indestructible, nearly all the gold ever mined is theoretically still accessible in one form or another and potentially available for recycling.

Once gold is mined, it goes through a processing stage which includes (i) crushing the ore into a fine powder, increasing the surface area that helps the gold extraction process, (ii) concentration, that separates the gold from the surrounding materials, (iii) smelting, which involves heating the concentrated ore to high temperatures to melt the gold and separate it from impurities and, finally, (iv) the molten gold is then poured into molds to create bullions/bars.

Transportation of gold involves a wide range of logistics, depending on the existing infrastructure of the mine. Given the high value of the commodity, security during transit is a major concern. Mining companies often partner with specialized logistics firms to handle the transportation and security of their gold.

These refined products are then distributed to markets around the world. This includes direct sales to investors, sales to jewelers, and storage in central banks.

In addition to physical distribution, gold is also traded electronically. This involves the buying and selling of gold on commodity exchanges. Gold trading is a major part of the gold distribution market and may occur on various platforms, including physical markets and electronic exchanges. Electronic trading takes place on major exchanges like Commodity Exchange, Inc. (COMEX) and the London Bullion Market Association (LBMA). These platforms facilitate the trading of gold futures, options and other financial products linked to gold.

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____________

Source: World Gold Council website (available on the “Gold Market Structure and Flows” tab, as of June 3, 2025).

Uses of gold: Jewelry, Investment and Central Banks

Gold is a highly liquid asset, carries no credit risk and is scarce, historically preserving its value over time. It also benefits from diverse sources of demand: as an investment, a reserve asset, gold jewelry and a technology component. A significant part of the demand comes from the public sector, mainly from central banks, which use gold as means of storing value.

Gold jewelry represents the largest source of annual demand for gold per sector. This has declined over recent decades, but it still accounts for around 45% of total gold demand, according to the World Gold Council website (available on the “Above-Ground Stock” tab, as of February 11, 2025). India and China are by far the largest jewelry markets, together accounting for over 50% of the global total, according to the World Gold Council website (available on the “Gold Demand Sectors” tab as of June 3, 2025).

Demand for investment, which includes ETFs (Exchange-Traded Funds) and physical gold bars and coins, reached a four-year high of 1,180t (+25%) in 2024. As an investment asset, gold is widely used because it performs four fundamental functions in a portfolio: (i) it is a source of long-term returns; (ii) it is used as a means of diversification and is perceived to counterbalance losses in times of market stress; (iii) it is a liquid asset without credit risk, whose performance can be higher than that of official currencies; and (iv) it is generally considered to improve the risk-adjusted returns of investment portfolios by reducing portfolio volatility.

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____________

Source: Bloomberg as of April 10, 2025

Gold is also used as an industrial metal in a broad range of applications, but demand is driven by the electronics sector which accounts for approximately 80% of gold used in technology, according to the World Gold Council website (available on the tab “Gold Demand Sectors” as of June 3, 2025). The metal is ubiquitous in most consumer electronics and automotive applications, where its chemical and physical properties combine to make it irreplaceable in many high-end devices. The trend of electrification is providing support for gold demand in the sector, with most types of semiconductor chips using the metal either as a coating, or in the form of thin bonding wires.

In recent years, global central banks became more significant in the gold demand spectrum, having increased their demand from 255 tons in 2020, according to the World Gold Council “Gold Demand Trends: Full Year 2021” report as of January 28, 2022 to 1045 tons in 2024, according to the World Gold Council “Gold Demand Trends: Full Year 2024” report as of February 5, 2025, motivated by global economic challenges, inflation uncertainties and geopolitical tensions, driving gold as a safe refuge.

____________

Source: Both charts according to World Gold Council website (available on the tab “Historical Demand and Supply” as of April 30, 2025).

According to the World Gold Council, the demand for gold in the long term should be supported by the growth of the middle class in emerging markets, its role as an asset of last resort and the increasing expansion in the use of gold in technological applications. In the short and medium term, its use as an investment can more strongly influence the demand for gold.

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Key Demands Trends and Pricing Dynamics

The mining business is subject to commodity price cycles and the marketability of minerals is also affected by global economic cycles. Metal prices fluctuate widely and are affected by numerous factors such as global supply, demand, inflation, exchange rates, interest rates, forward selling by producers, central bank sales and purchases, production capacity, geopolitical or economic environment, among other factors beyond our control.

However, different from other commodities, gold is typically seen as a long-term hedge against inflation and market volatility. Gold index funds or ETFs, are created to track the price of gold and are often used by investors as a vehicle to diversify their portfolio and balance risks.

According to the World Gold Council, the variables that influence gold prices can be grouped into four categories: (i) economic and wealth expansion, (ii) risks and uncertainties in the market, (iii) opportunity cost, and (iv) short-term pressures:

(i)     Economic and wealth expansion:    As a consumer product and long-term savings vehicle, the demand for gold has historically shown a positive correlation with economic growth. Increases in income tend to generate greater demand for jewelry, in addition to positively impacting the production of electronics and high-tech products.

(ii)    Market risks and uncertainties:    The price of gold is significantly affected by macroeconomic factors such as inflation expectations, the level of interest rates, the relative strength of currencies, changes in central bank reserve policy, global or regional political turmoil, financial market crises and the general mood of investors.

(iii)   Opportunity cost:    Prices swings are caused by a variety of macroeconomic factors and changes in the opportunity cost of holding gold as an investment.

(iv)   Short-term pressures:    Capital flows can exert pressure on gold prices when investors undertake tactical reallocations or reposition the portfolio.

Central banks repositioning on gold

Gold plays an important part in global central bank reserves, which represent a significant proportion of the holders of gold and are responsible for more than 40% of annual demand, according to the World Gold Council website (available on the tab “Historical Demand and Supply” as of April 30, 2025).

In 2023, international demand for gold, by investors and central banks, experienced a significant increase, mainly driven by global economic factors and geopolitical instability.

In 2024, central banks continued to acquire gold at an eye-watering pace: with total purchases exceeding 1,000t for the third year in a row, accelerating sharply in the third quarter of 2024 to 333t, according to the World Gold Council “Gold Demand Trends: Full Year 2024” report as of February 5, 2025.

Inflation

Persistent and volatile inflation in many developed and emerging economies has led to a strengthening in the purchase of gold to preserve the value of capital. In addition, geopolitical tension in several regions has increased demand for the metal as a safe-haven asset.

Supply scarcity

Overall levels of mine production have grown significantly since 2008, according to the World Gold Council website (available on the tab “Gold Mining” as of June 3, 2025) although substantial new discoveries are increasingly rare. The project development timeline and mine lifecycle is significantly lengthy — it often takes years (or decades) from the discovery event until production begins.

The long (and costly) development timeframe combined with the scarcity of gold contribute to the high price discovery of the metal. As a reference of its scarcity, the total above-ground stock of gold globally is believed to be no larger than a cube measuring 22 meters in each direction (or 10,648 m3 of volume), according to the World Gold Council website.

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Competition

The global gold mining sector is highly competitive with numerous and diversified companies within the sector and Aura, as a mid-tier gold (and copper) miner, has peers competing in the (i) identification and acquisition of attractive mines in operation and/or attractive deposits to be developed; (ii) recruitment and retention of qualified technical personnel to explore, develop and operate the assets; (iii) the sourcing of skilled labor for ongoing operations; (iv) obtaining financing for the development and expansion of the mines’ production; (v) negotiation of terms with bullion banks, trading firms and jewelry companies; and (vi) access to high-quality capital markets investors.

Copper Industry Overview

Overview of industry value chain, from mining operations to the sale of copper

The copper value chain is a complex, global system comprising trade in both raw materials and semi-fabricated products.

The primary copper supply chain can be broadly segmented into four key stages: mining, smelting and refining, semi-fabrication, and end-use manufacturing. Following extraction, copper ore is transported to processing facilities where it is concentrated and subsequently smelted into blister copper. This intermediate product is then subjected to electrorefining to produce high-purity copper cathodes, which serve as the basis for “first-use” and semi-fabricated products.

Finally, these copper products are marketed and sold globally, with demand driven primarily by the construction, industrial machinery, transportation, power transmission and consumer goods sectors. Copper can also be recycled with any significant loss of quality and copper scraps accounts for a third of total consumption of the metal.

In addition, copper is actively traded in global commodity markets. Similar to gold, it is transacted both physically and electronically, with electronic trading taking place on major exchanges such as the London Metal Exchange (LME). Market participants — including producers, traders, and end-users — utilize a variety of mechanisms, such as spot sales, long-term contracts and hedging strategies to manage price risk and ensure supply chain stability.

____________

Source: Wood Mackenzie “Copper 101” report as of July 19, 2024.

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Uses of copper: Diversified end-uses, especially in green sectors

Copper is a highly versatile metal with a wide range of industrial applications due to its significant electrical and thermal conductivity, malleability and corrosion resistance. Generally, for semi-fabricated products, refined copper is mixed with direct use scrap and might also be alloyed with other materials, such as zinc or tin. Its main use cases are rods, tubes, foils, bars, wires, and cables.

Traditionally, construction and electrical network have been the largest end-markets for copper, historically accounting for almost two-thirds of total consumption. More recently, green sectors, such as renewables and electrical vehicles, have grown as emerging applications.

____________

Source: Both charts according to Wood Mackenzie “Copper Demand Analysis March 2025” data.

In the coming years, demand is set to surge amid efforts to secure copper for the energy transition and achieve climate goals. The metal is a key component in electrification, given its application for electric vehicle batteries.

Key Demands Trends and Pricing Dynamics

The copper mining business is also subject to commodity price cycles and the marketability of minerals is also affected by global economic cycles. Prices can fluctuate widely and are affected by numerous factors such as global supply, demand, inflation, exchange rates, interest rates, forward selling by producers, production capacity, geopolitical or economic environment, among other factors beyond our control.

Long-term copper demand is mainly underpinned by electrification and decarbonization, because of a rising global focus on expanding renewable power generation capacity and shifting towards electrical vehicles. On the supply side, copper production is constrained by declining ore grades, aging mines and long lead times required to develop new copper mining projects.

Decarbonization & Electrification

Low carbon end-use growth sectors should continue to support copper demand as a growing share of renewable power sources requires an upgrade to transmission (aluminum-intensive) and distribution (copper-intensive) networks.

Furthermore, copper demand from transportation will get a boost from the electric vehicle sector, which receives government subsidies in many countries. Foil is the key product used as a current collector in batteries.

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Supply Scarcity

The surge of demand for copper contrasts the few large-scale green projects that have been approved in recent years, hence global supply is lagging. Meanwhile, operating mines face declining ore grades, driving up extraction costs and straining margins.

____________

Source: BHP Insights “How Copper Will Shape our Future” report as of September 30, 2024.

Additionally, limited growth capital was invested over the last decade as miners faced significant investor pressure to deleverage balance sheets and return value to shareholders via dividends.

____________

Source: S&P Global “Planned Mining Capital Spending to Fall $11B in 2023” research report as of December 2, 2022.

Competition

The copper mining sector is competitive and we face significant competition from a wide range of industry participants in several key areas: (i) the identification and acquisition of mining assets in operation or to be developed; (ii) recruitment and retention of qualified technical personnel to explore, develop and operate such assets; (iii) the sourcing of skilled labor for ongoing operations; and (iv) the securing of capital finance development and expansion initiatives.

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Regulatory Overview

Our activities are subject to government regulations in the jurisdictions where we operate, namely: Brazil, Mexico and Honduras. Below, is a summary of the material effects of government regulations on our business.

Mining Regulations

In the jurisdictions where we operate, mineral resources belong to the state and can only be extracted by a government concession. Government bodies are charged to provide mining concessions and monitor compliance with laws and mining regulation.

The below table shows a summary of our material mining concessions and similar rights.

Concessions and authorizations

 

Extension
(ha)

 

Term

Honduras

       

Minosa

       

3 Concessions for Exploration and Extraction in La Union, Honduras. (Minosa I, III and IV)

 

2,399.00

 

Variable

         

Mexico

       

Aranzazu

       

15 Exploration Licenses in Concepcion del Oro (Zacatecas,
Mexico)

 

10,948.68

 

Variable

12 Extraction licenses in Concepcion del Oro (Zacatecas, Mexico)

 

1,069.43

 

Variable

9 Exploration licenses in Mazapil (Zacatecas, Mexico)

 

487.73

 

Variable

7 Extraction licenses Mazapil (Zacatecas, Mexico)

 

143.29

 

Variable

         

Colombia

       

Tolda Fria

       

1 Exploration license/concession contract in Villamaria, Colombia

 

164.86

 

08-Aug-32

         

Guatemala

       

Cerro Blanco

       

1 Exploitation license in Asuncíon Mita, Guatemala

 

1,525.00

 

24-Sep-32

         

Brazil

       

Almas

       

1 Mining application in Almas (TO), Brazil

 

1,759.29

 

Indefinite

18 Exploration licenses in Almas (TO), Brazil

 

88,708.13

 

Variable

1 Exploration license in Conceição Do Tocantins (TO), Brazil

 

4,782.79

 

Variable

1 Mining concession in Dianópolis (TO), Brazil

 

5,175.00

 

Indefinite

1 Mining application in Dianópolis (TO), Brazil

 

2,724.46

 

Indefinite

23 Exploration licenses in Dianópolis (TO), Brazil

 

90,767.21

 

Variable

1 Mining concession in Porto Alegre Do Tocantins

(TO), Brazil

 

3,962.00

 

Indefinite

4 Exploration licenses in Porto Alegre Do Tocantins (TO), Brazil

 

6,842.88

 

Variable

         

Apoena

       

1 Exploration application in Jauru (MT), Brazil

 

4,848.68

 

Indefinite

1 Exploration application in Nova Lacerda (MT), Brazil

 

20.86

 

Indefinite

2 Exploration licenses in Nova Lacerda (MT), Brazil

 

1,204.95

 

Variable

4 Mining concessions in Pontes E Lacerda (MT), Brazil

 

544.71

 

Indefinite

9 Exploration applications in Pontes E Lacerda (MT), Brazil

 

15,602.18

 

Indefinite

45 Exploration licenses in Pontes E Lacerda (MT), Brazil

 

121,010.06

 

Variable

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Concessions and authorizations

 

Extension
(ha)

 

Term

3 Mining application requests in Pontes E Lacerda (MT),
Brazil

 

586.73

 

Variable

1 Use guide (Japones and Nosde) in Pontes E Lacerda (MT), Brazil

 

493.19

 

Variable

1 Mining concession in Porto Esperidião (MT), Brazil

 

374.99

 

Indefinite

19 Exploration licenses in Porto Esperidião (MT), Brazil

 

54,246.81

 

Variable

2 Exploration applications in Vila Bela Da Santíssima Trindade (MT), Brazil

 

11,162.73

 

Indefinite

         

Borborema

       

2 Exploration licenses in Cruzeta (RN), Brazil

 

3,867.32

 

Variable

3 Mining concessions in Currais Novos (RN), Brazil

 

2,907.20

 

Indefinite

7 Exploration licenses in Currais Novos (RN), Brazil

 

7,729.10

 

Variable

2 Mining applications requests in Currais Novos (RN), Brazil

 

2,853.62

 

Variable

3 Exploration licenses in Frei Martinho (PB), Brazil

 

2,300.36

 

Variable

4 Exploration licenses in Nova Palmeira (PB), Brazil

 

3,124.02

 

Variable

1 Exploration license in Parelhas (RN), Brazil

 

1,245.37

 

Variable

2 Exploration licenses in Pedra Lavrada (PB), Brazil

 

1,114.11

 

Variable

9 Exploration licenses in Picuí (PB), Brazil

 

6,638.94

 

Variable

1 Exploration license in São Vicente Do Seridó (PB), Brazil

 

734.53

 

Variable

         

Carajás

       

1 Exploration license in Curionópolis (PA), Brazil

 

9,805.22

 

Variable

         

Matupá

       

3 Mining applications in Guarantã Do Norte (MT),
Brazil

 

16,047.56

 

Indefinite

5 Exploration licenses in Guarantã Do Norte (MT), Brazil

 

40,875.73

 

Variable

1 Exploration license in Matupá (MT), Brazil

 

9,743.69

 

Variable

1 Mining application in Novo Mundo (MT), Brazil

 

3,419.56

 

Indefinite

1 Exploration license in Novo Mundo (MT), Brazil

 

6,296.92

 

Variable

1 Mining application in Peixoto De Azevedo (MT), Brazil

 

4,998.31

 

Indefinite

1 Exploration license in Peixoto De Azevedo (MT), Brazil

 

9,141.97

 

Variable

2 Mining applications in Terra Nova Do Norte (MT), Brazil

 

707.12

 

Indefinite

Brazil

Mining concessions

The Brazilian Federal Constitution provides that mineral resources in national territory, including those underground, are considered assets of the government, regardless of who owns the land. According to articles. 23, XI and 176, §1 of the Brazilian Federal Constitution, the exploration and mining of mineral resources may only be carried out under an authorization or concession granted by the government to Brazilians or companies incorporated in Brazil.

Currently, mining activity is regulated by Decree-Law No. 227 of February 28, 1967 (“Mining Code”) and its regulation by the Decree No. 9,406 of June 12, 2018. These regulations govern, inter alia (i) rights over individualized masses of mineral or fossil substances, found on the surface or underground, forming the country’s mineral resources; (ii) extraction methods; and (iii) government oversight of exploration and mining activities and other aspects of the mineral industry.

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The National Mining Agency (Agência Nacional de Mineração) (“ANM”) an agency within the Ministry of Mines and Energy (Ministério de Minas e Energia) (“MME”), manages, regulates and oversees mining activity in Brazil, including the granting of exploration licenses. Mining concessions, as a rule, are granted by the Ministry of Mines and Energy.

Among the mining regimes provided for in current legislation, the granting of mining concessions gives its holder the right to extraction minerals for commercial benefit, upon a concession issued by MME or ANM, depending on the substance. Concessions for copper and other metallic substances are issued by MME.

The first step to obtain a mining concession is to apply for an exploration license with ANM, in order to locate and define a deposit and determine its economic feasibility. Once an exploration license is granted, it remains valid for a period of up to four years from the date on which it is published in the Official Gazette (Diário Oficial da União — “DOU”), allowing the holder to carry out prospecting work (but not extraction) in the target area. Upon completion of exploration activities, the titleholder must prepare and submit a final report to ANM for analysis and approval. If approved, the holder may then apply for a mining concession, within one year, including proof of technical-economic viability, or “PAE,” of the respective deposit.

Upon granting of the mining concession, the holder must start the works of the PAE within six months, and it may not interrupt such works for more than six consecutive months unless ANM grants prior consent, which is subject to valid reasons being evidenced by the company. The mining concession is currently granted for an indefinite term, but considers the reserves evidenced in the PAE, which may be reviewed and amended from time to time, and is valid until the depletion of the mineral deposit.

Some of our mining concessions were obtained directly through requests filed with ANM (or its predecessor) and granted by MME, while others were obtained by acquiring existing rights from others.

Regulation of Mining Near the Brazilian Border

According to Law No. 6,634, of May 2, 1979, regulated by Decree No. 85,064, of August 26, 1980, any mining activities undertaken in an internal range of 150km from Brazil’s inland borders, (“Border Strip”) require authorization from the National Defense Council (Conselho de Defesa Nacional) (“CDN”). To operate at the Border Strip, a mining company must (i) have at least 51% of its equity interest held by Brazilian nationals; (ii) employ at least 2/3 of Brazilian workers; and (iii) have a majority of Brazilian nationals in its administration or management. Apoena S.A. carries out its activities in a region located within the Border Strip, having obtained the applicable CDN authorizations.

CFEM and Royalties

During the period the exploration license is in effect and until the submission of the final report, the license holder must pay an annual fee per hectare to ANM (Taxa Anual por Hectare — “TAH”). According to ANM Resolution No. 196 /2025, as from March 2025 the amounts due for the payment of TAH are R$4.74 per hectare during the original term of the exploration license, and R$7.11 per hectare during the extension of the original term of the exploration license.

In the production stage, the Brazilian government charges a statutory royalty known as Financial Compensation for the Exploitation of Mineral Resources (Compensação Financeira pela Exploração de Recursos Minerais), or “CFEM”. Any revenue resulting from the sale of the mining product is subject to CFEM, which is due and payable to the Federal Government and distributed among the State of production, certain Municipalities, and other public administration departments.

Pursuant to Law No. 7,990/1989, CFEM is assessed (i) upon revenues from sales, considering gross revenues, which are calculated as being the amount resulting from sales of mineral product after deduction of the taxes levied on the sales, or (ii) on export, upon the greater of (a) the calculated/incurred revenues by the company or (b) the price defined by the RFB (Método do Preço sob Cotação na Exportação — “PECEX”) or the reference value

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defined by ANM if it is not possible to define the price by PECEX, or (iii) for those cases in which the company uses/consumes the mineral production in its industrial process, based on the market price (either international, national, regional or local) or based on the reference value to be defined upon completion of the beneficiation process. The current CFEM rates vary from 1% to 3.5% depending on the substance. The current CFEM rate applicable to gold is 1.5% of gross revenues, while the CFEM rate currently applicable to copper is 2% of gross revenues.

Additionally, a royalty is owed to landowners for the occupation of the real estate property, whenever the mining company does not own the land. Such royalty is equivalent to 50% of the royalty payable to the government.

We are current with CFEM payments. In addition to the CFEM payment, we are subject to the payment of landowner royalties to the owners of the properties overlapping the deposits of Ernesto, Pau a Pique, Lavrinha, Nosde and Japonês.

Mexico

Mining Concessions

Pursuant to the Mexican Constitution (Constitución Política de los Estados Unidos Mexicanos), mineral resources are owned by the Mexican nation. The right of use and exploitation of mineral resources by individuals is only allowed with permission of the federal government, observing the applicable laws and regulations. The Mexican Mining Law (Ley de Minería) and its regulations are the rules governing the granting, use, cancellation and royalties of mining concessions in Mexico.

The Mexican Ministry of Economy (Secretaría de Economía) is entrusted with the authority and regulatory powers to enforce the Mining Law, which in turn relies, pursuant to the Regulations to the Mining Law (Reglamento de la Ley de Minería) and the Ministry of Economy Internal Regulations (Reglamento Interior de la Secretaría de Economía), on the General Bureau of Mines (Dirección General de Minas), as a result of the suppression of the Underministry of Mining (Subsecretaría de Minería). Among the main responsibilities of the General Bureau of Mines are (i) the granting of mining concessions and mining allotments (asignaciones), (ii) the management and updating of the Mining Public Registry (Registro Público de Minería), (iii) the authorization of exploration and exploitation mining jobs and works and (iv) the exercise of supervising authority under the Mining Law and the imposition of sanctions. The bureau controls the Mining Public Registry. The main function of such registry is to record concessions, allotments, agreements, and certain administrative actions affecting mining rights. Actions or agreements required by law to be recorded with such registry, are enforceable against third parties only upon registration. We are in compliance with such registrations and reports in all material respects.

As per the last amendment to the Mexican Mining Law, a person wishing to apply for a concession title must first verify that the relevant land is not located within a federal mining reserve or an area covered by a concession currently in effect. An application for a concession title must be filed with the General Bureau of Mines.

The Mexican Mining Law establishes that mining concessions may only be granted to Mexican individuals, agrarian communities (ejidos), indigenous and afro Mexican communities, towns and companies incorporated under the laws of Mexico, whose corporate purpose includes the exploration and exploitation of minerals, and which have their legal domicile in the Mexican territory. Such companies may be wholly owned by Mexican or non-Mexican investors.

The Mexican Mining Law provides a simplified application procedure to obtain a concession and provides a term for mining concessions in Mexico of 30 years from the date on which the relevant concession title is recorded in the Mining Public Registry and are renewable for an additional 25-year term. Renewal of concessions must be requested within the two years (and not less than one year) prior to their expiration. As a matter of law, mining concessions will remain in full force and effect until the resolution of their renewal request has been issued, provided that the concession holder has not incurred in a cause of cancellation under the Mexican Mining Law.

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Under Article 11 of the Mexican Mining Law, Mexican companies that have foreign shareholders can be concession holders, but such companies must be registered with the National Registry of Foreign Investments (Registro Nacional de Inversiones Extranjeras) of the Mexican Ministry of Economy and must file certain financial, corporate and economic information annually. Failure to comply with this obligation does not result in the imposition of any material penalties.

Obligations of concession holders

Holders of mining concessions are required to comply with various obligations, including but not limited to:

        execute and evidence constructions and works as provided in the Mining Law and regulations thereunder;

        paying mining concession fees or duties;

        complying with applicable safety and environmental provisions and standards;

        abstaining from removing permanent fortification works, shoring and other installations that are necessary for the stability and safety of the mines;

        providing the Mexican Ministry of Economy with statistical, technical and accounting reports, in the terms provided in the Mining Law and regulations thereunder;

        allowing inspection visits by officers of the Mexican Ministry of Economy; inform the Mexican Ministry of Energy (Secretaría de Energía) of any hydrocarbon found in the concession area;

        provide adequate guaranty to the Ministry of Economy pursuant to the requirements under the Mining Law;

        comply with the social impact and indigenous consultation requirements;

        providing the Mexican Ministry of Economy with a geological-mining report when the relevant mining concession is cancelled due to expiration of its term, abandonment, substitution because of reduction in the size of the concession, infringement or judicial resolution; and

        providing the Mexican Geological Service (Servicio Geológico Mexicano), in the case of mining concessions granted through a bidding process, semi-annual reports regarding the project carried out and the production obtained in the lot covered by the mining concession, for purposes of controlling the payment of the finder’s premium or any other monetary consideration payable to such entity.

The regulations to the Mining Law set forth minimum amounts that must be spent or invested on exploration and/or exploitation activities. A report must be filed in May each year regarding the assessment projects carried out in the preceding year. The mining authorities may impose fines on the concession holders if one or more proofs of project reports are not filed on time.

Payment of duties

The use of property for mining purposes in Mexico requires the observance, by the owner of the property, of duties provided for in the Mexico federal fees law. The property owner must, during the months of January and July of each year, pay an ordinary concession duty, which is based on the size of the land and years elapsed in respect of the relevant concession title, that ranges from MXN 9.70 to MXN 212.36 per hectare. In addition, holders of mining concessions must pay, special concession duties by applying an 8.5% rate on the positive amount, if any, resulting from the difference between the income obtained from the sale by the holder of the concession of the extracted minerals and the subtraction of certain allowed deductions, except for investments, financial costs and the annual inflationary adjustment. Finally, the extraordinary mining duty must be paid in March of each year, and is determined by applying a 1.0% rate on revenue derived from the sale of gold, silver and platinum. Such duties must be calculated on each concession by the concession holder. The Federal Duties Law provides that concession holders that do not provide evidence of conducting exploitation or exploration works during two consecutive years in the first eleven years of concession shall pay, on a biannual basis, an additional amount equivalent to 50% of the ordinary mining duty,

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calculated on a per hectare basis in the first eleven years of validity of their concession, and 100% thereafter. This payment shall be made until the mining authority validates that exploration and exploitation works are being made for two consecutive years and is in addition to any other fee or duty that is required from concession holders.

Cancellation of concessions

Mining concessions in Mexico can be terminated in the following circumstances, among others:

        expiration of the term of the concession;

        failure to make duty payments on time for two consecutive fiscal years;

        failure to submit the reports required of the concession holders under Mining Law and its regulations for two consecutive years or five non-consecutive years;

        resolution issued by a competent court;

        failure to commence the corresponding work within one year from the effective date of the concession or granting;

        failure to carry out the work covered by the concession within a period of two consecutive years;

        failure to submit the mine closure plan to the Mexican Ministry of Energy within two years and up to one year prior to the closure of operations;

        failure to have a valid water concession for industrial use in mining;

        the existence of an imminent risk of ecological imbalance or irreversible damage or impairment to natural resources, cases of pollution with dangerous repercussions for ecosystems, their components, surface or underground water systems, or for public health; and

        breach of any of the terms of Article 55 of the Mining Law, namely:

i.       use of a mining concession to carry out the exploitation of minerals or substances not covered by the Mining Law;

ii.      failure to perform and to prove the assessment works contemplated by the Mining Law and its regulations;

iii.     failure to pay mining duties;

iv.      failure to deliver to the Mexican Geological Service the biannual reports required under the Mining Law or to pay the finder’s premium or any other monetary consideration payable;

v.       carrying out the works and activities provided for in the Mining Law without prior authorization from the competent authorities in matters of the environment, water, indigenous or Afro Mexican consultation, or any other authorization, permit, or concession required at the federal, local, or municipal level;

vi.     group concessions covering non-contiguous mining lots for verification purposes that do not constitute a mining or mineral-metallurgical unit from a technical and administrative standpoint;

vii.    omit information on the discovery of any hydrocarbons or lithium in the area covered by the mining concession;

viii.   loss of the requisite legal capacity to be the holder of a mining concession;

ix.     failure to report, on two consecutive occasions, any accident that, as a result of mining operations, has caused damage or any incident that endangers the safety of persons, their property, or the environment within the mining lot covered by the concession title in which works and activities are carried out, within a maximum period of seventy-two hours from the occurrence of the events;

x.      failure to inform the Mexican Ministry of Energy of the appointment of the engineer responsible for compliance with mine safety standards;

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xi.     prevent Mexican Ministry of Energy staff from entering the premises to carry out verification visits to ensure compliance with the obligations imposed by the Mining Law;

xii.    failure to report the start of exploitation activities within the period set out in the Mining Law;

xiii.   suspend or cancel, without prior notice, the exploitation or benefit activities once they have begun, except by court order or in cases of force majeure;

xiv.    failure to submit, on more than one occasion, the report containing statistical, technical and accounting information, regarding the status of the mining concession, as well as the extraction, production, and processing of minerals or substances covered by the concession or failure to submit it in accordance with the terms specified in the Mining Law or its regulations; or

xv.     breach of sections XV, XVI, XVII, XVIII and XX of Article 27 of the Mining Law, namely:

        failure to submit, prior to the granting of the concession title, a financial vehicle: insurance, letter of credit, deposit with the Federal Treasury or trust to guarantee the prevention, mitigation, and compensation measures derived from the corresponding social impact assessment;

        failure to immediately notify the Mexican Ministry of Energy when, during the course of mining activities, the concessions holders and grants become aware of the presence of other minerals or substances not authorized in their concession title and, where appropriate, to deliver such minerals to the Mexican Ministry of Energy;

        failure to inform the Mexican Ministry of Energy of any accident that, as a result of mining operations, has caused damage or any incident that endangers the safety of persons, their property, or the environment, occurring within the mining lot covered by the concession title under which the works and activities are being carried out, within a maximum period of seventy-two hours from the occurrence of the events;

        failure to inform the Mexican Ministry of Energy at the start or restart of mining operations of the appointment of the engineer responsible for compliance with mine safety standards; or

        failure to have authorization from the Mine Restoration, Closure, and Post-closure Program, as provided for in the General Law on Ecological Balance and Environmental Protection (Ley General del Equilibrio Ecológico y la Protección al Ambiente).

In case that a concession holder fails to comply with the provisions regarding foreign investment, the corresponding concession may not be immediately cancelled or terminated, and the concession holder shall have a period of 90 days after such failure to remedy the failure after its occurrence.

Mexican law provides the federal government with the right to revoke our concessions without right to compensation in case we are unable to meet the terms and conditions established for said concessions or to expropriate our assets if the government deems it to be in the public interest. In the event of expropriation, we are entitled to receive compensation in an amount equal to the commercial value of the assets and taking into consideration the prior investments made by the concession title holder and the depreciation of equipment and facilities used exclusively in connection with the relevant concession; however, the terms for determining such compensation or the timing to receive the compensation are unclear under applicable law and, additionally, such payment may not be made timely and/or may not reflect future revenues expected from the revoked concessions and expropriated assets. Additionally, the Mexican federal government may terminate a mining concession to create national mining reserves. National mining reserves are ore deposits that are deemed as such for public policy reasons (causas de utilidad pública) or to satisfy the Mexican nation’s future needs, including substances that are deemed as strategic. If included in the national mining reserves, ore deposits will no longer be available for or subject to mining concessions or allotments, unless excluded from the national mining reserves by means of a decree issued by the Mexican federal government. Such a decree would authorize the Mexican Ministry of Economy to declare the zone as available and subject to mining concessions.

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Water Concessions

The use of water in Mexico, in connection with our operations in Mexico, is regulated primarily by the Mexican National Waters Law (Ley de Aguas Nacionales).

Pursuant to the Mexican National Waters Law, to receive a concession for the use and exploitation of a specific volume of ground or surface water, the petitioner is required to demonstrate to the Mexican Federal Government, which authority is exercised through the Mexican National Water Commission (Comisión Nacional del Agua or “CONAGUA”), among others, the property and possession of the real estate in which the extraction of waters will be conducted, an environmental impact study, the plan for the construction to be performed or the characteristics of the existing infrastructure where the extraction and use of water will take place. Concessions for the exploitation and use of national waters have terms from five to thirty years. Once the concession is granted, the concession holder is entitled to exploit and use national waters within the authorized term, and the volume of water that such concession holder is entitled to exploit and use shall vary depending on the supply of groundwater in each region as projected by CONAGUA. The Mexican government is authorized to reduce the usage of ground or surface water granted depending on the volume of water not used by the concession holder.

Termination of water concessions

Concessions for the exploitation of national waters may be terminated, among other reasons, if:

        the term of the concession title expires, unless such term has been extended;

        the information provided to the Mexican government in connection with the concession is false;

        the concession holder fails to pay required concession-related fees;

        the concession holder dies:

        the concession has been issued in contravention of the provisions contained in the National Waters Law and its applicable regulations; or

        the concession holder fails to totally or partially use or exploit national waters for two consecutive years without the existence of a justified cause.

        Additionally, the concession for the exploitation and use of national waters may be suspended when the concession holder:

        does not pay the applicable fees for such exploitation or use in accordance with the applicable laws;

        does not pay taxes related with such use or exploitation within a one fiscal year;

        does not permit the Mexican government to exercise its inspection rights related to the resources or infrastructure used for the exploitation of the concession;

        discharges wastes that may affect drinking water sources or may affect the public health; or

        does not meet the terms and conditions set forth in the concession title.

The suspension will be in effect as long as the concession holder does not correct the default or a competent authority orders to stop the suspension.

Water concessions may also be expropriated for public policy reasons.

We hold several water concessions that are essential to our operations. We believe that we are currently in compliance with the terms of all of our water concessions and waste water disposal regulations.

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Environmental Laws

Our operating mines, development projects and prospects in Mexico are subject to Mexican federal and local environmental laws, and to regulations for the protection of the environment, water quality, water supply, air quality, noise levels, mining waste management and storage, solid wastes and hazardous wastes.

The framework environmental statute in Mexico is the General Law on Ecological Balance and Environmental Protection (Ley General del Equilibrio Ecológico y la Protección al Ambiente or Environmental Protection Law), which is administrated by the Ministry of Environment and Natural Resources (Secretaría de Medio Ambiente y Recursos Naturales or SEMARNAT) and enforced by PROFEPA.

In addition to the Environmental Protection Law, there is additional relevant legislation which sets forth provisions applicable to mining activities, including the Federal Law of Environmental Responsibility (Ley Federal de Responsabilidad Ambiental), the General Law for the Prevention and Integral Management of Waste (Ley General para la Prevención y Gestión Integral de los Residuos), the Regulations to the Environmental Protection Law on matters of Environmental Impact Evaluation, the National Waters Law (Ley de Aguas Nacionales), which regulates the use of ground and surface waters as well as wastewater discharges, the General Law for Sustainable Forestry Development (Ley General de Desarrollo Forestal Sustentable), and the General Law of Climate Change (Ley General de Cambio Climático), among others.

The development of mining activities is subject to obtaining several environmental permits granted by different offices within SEMARNAT. The most relevant authorizations are those on matters of (1) environmental impact and risk, (2) forestry land use change and (3) wastewater discharges. Also, the authorizations and permits obtained for the development of mining activities and mineral processing will be subject to the compliance with several conditions and covenants applicable to day-to-day operations.

The PROFEPA monitors compliance with environmental legislation and enforces federal Mexican environmental laws, regulations and official standards. If warranted, pursuant to the results of an inspection visit or prompted by public allegations, the PROFEPA may initiate administrative proceedings against companies that violate environmental laws which, in the most extreme cases, may result in the temporary or permanent closure of non-complying facilities, imposition of remedial or other clean-up and corrective measures, the revocation of operating licenses and/or other sanctions or fines. According to the Federal Criminal Code (Código Penal Federal), the PROFEPA must inform the relevant governmental authorities of any environmental crimes that are committed by a mining company in Mexico. Additionally, class actions (acciones colectivas) may be initiated in accordance with the Federal Law of Environmental Responsibility and the Federal Code of Civil Procedures (Código Federal de Procedimientos Civiles) regarding environmental responsibility, remediation and compensation for damages caused to the environment by mines and production facilities. Mexican environmental regulations have become increasingly stringent over the last decade, and this trend is likely to continue and may be influenced by the international environmental agreements Mexico has ratified, including: (1) the North American Agreement on Environmental Cooperation, (2) the United Nations Framework Convention on Climate Change and (3) the Convention on Biological Diversity, among others.

Honduras

Mining legislation

According to Article 340 of the Honduras Constitution, the exploitation of natural resources is a matter of public utility. As a result, the state regulates the exploitation of natural resources with a social interest and establishes the conditions for granting the right to exploit natural resources to individuals. Furthermore, article 2 of the General Mining Law, Decree No. 238-2012, or the “Honduran Mining Law” states that the Honduras Republic has inalienable, imprescriptible and absolute control over all mineral resources in the country.

The right to exploit mineral resources is obtained through a mining concession. Since the activity significantly impacts the environment, there are several instruments and regulatory bodies responsible for the application of this law. In addition, the National Institute of Geology and Mining (known as “Inhgeomin”) is the mining authority responsible for granting mining rights to individuals or legal entities, pursuant to Article 96 of the Honduran Mining Law. As such, all mining activities, such as the exploitation of large-scale natural resources or industrialized mining, are subject to the mining rights granted by Inhgeomin.

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Through our subsidiary, Minerales de Occident, S.A. de C.V., we obtained a mining concession to extract gold and silver with our mining rights were granted on January 27, 1983 and are valid for 40 years, extendable subject to certain terms, including the amount of proven resources.

On April 2, 2013, the Honduran government approved a new mining law, which increased the royalties and taxes, as well as changed the environmental regulations. As a result, the new Honduran Mining Law increased our operating costs in Honduras. On October 31, 2017, seven articles of the approved Honduran Mining Law, including in the increased royalties, were declared unconstitutional by the Supreme Court of Honduras. However, the National Honduras Congress approved, in 2019, Decree 109-2019 that reestablished the previously unconstitutional royalties and taxes. As such, currently the royalties correspond to 5% of the sale of Gold FOB (“Free on Board”). Additionally, annual rates of prospecting and extraction in concessions are due, which vary according to the extent of the concession area and the time of the concession. In addition, government authorizations are necessary for the exercise of mining activity, as well as Honduran regulators responsible for regulating the mining activity. The National Congress of Honduras approved in 2020, Decree 135-2020, which amended the Mining Law by modifying two articles including article 56A modifying the amounts of the tax canons and included an additional article regarding incentives to export stone aggregates.

Other regulations

Pursuant to Articles 13 and 70 of the Honduran Arms, Authorization and Explosives Control Law, Decree No. 101-2018, the purchase and use of explosives is regulated and must be submitted to the control and supervision of the Honduras Secretariat, in accordance with national security requirements, and ultimately to the Secretariat of Defense in order to be granted a license for the acquisition, transportation, storage, handling and use of explosives.

The municipality of La Union, as a local authority, controls and supervises the businesses carried out under its jurisdiction, as provided for in Article 2 of the Municipalities Regulation Law, Agreement 018-94, or the “Municipalities Law”. Article 124 of the Municipalities Law establishes that all businesses require a specific business license or permit issued by the municipality.

Minerales de Occidente, S.A. de C.V, or “Minosa,” is incorporated pursuant to, and subjects to the laws of, the temporary importation fiscal regime (Decree 37 of December 20,1984). As a result, it is exempt from paying sales tax and customs duties in the acquisition or importation of raw materials and equipment necessary for the production of the goods and merchandise being exported. In addition, as provided under Decree 51-2003, Minosa is exempt from paying the net asset tax and solidarity contribution. However, with the enactment of Decree 278-2013, which became enforceable on January 1, 2014, the tax exemptions will only be valid for a term of 12 years. As such, Minerales de Occidente S.A. de C.V.’s tax exemption will expire on December 31, 2025.

Environmental Protection

Our exploration, development and mining activities are subject to various levels of federal, state and municipal laws and regulations relating to the protection of the environment, including requirements for closure and reclamation of mining properties.

In all jurisdictions where we operate, specific statutory and regulatory requirements and standards must be met throughout the exploration, development and mining stages of a property with regard to air quality, water quality, wildlife and forestry management and protection, solid and hazardous waste management and disposal, noise, land use and reclamation. As part of its business planning, we identify significant environmental risks and reviews and updates the closure costs and environmental restoration associated with its operations. We aim to minimize the potential environmental impacts of its mines throughout the mining process.

Our provision for mine closure and restoration as at December 31, 2024 was US$50.6 million. The provisions have been recorded at their net present values, using long term discount rates based upon the country treasury bill rates of 11.88%, 10.02%, and 9.09% (11.75%, 8.94%, and 13.65% in 2023) for, Brazil, Mexico, and Honduras, respectively. Further information regarding the estimation of our mine closure and restoration obligations are set out in Note 17 of our audited consolidated financial statements.

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Our ESG strategy sustainably supports our growth strategy. Environmentally, in 2024, we achieved a 3.2% reduction in specific diesel consumption (liter diesel/kton) and a 25% decrease in solid waste generation in relation to 2023 totals. Related to specific power consumption, we had an increase of 8% (MWh/kton). We are focused on monitoring key environmental performance indicators.

The financial and operating effects of environmental protection requirements on the capital expenditures and earnings of each mineral property are not significantly different than those of similar-sized mines and therefore are not expected to impact our competitive position in the current or future fiscal years.

Social and Environmental Responsibility Policy

In order to better serve our corporate sustainability obligations and reporting, the Board moved the functions of our former Corporate Sustainability Committee directly to a function of the Board to ensure that the Company conducts its activities in such a manner as to ensure the health and safety of its employees, contractors and host communities; promote sustainable development; preserve the environment and contribute on the development of the communities in which it operates. The steps that the Board, with the assistance of on-site environmental managers, health and safety technicians and environmental consultants, takes to meet these objectives include:

        identifying, assessing and managing risks to employees, consultants, contractors, the environment and the host communities;

        reviewing and monitoring the health, safety, environmental and social responsibility policies and procedures of the Company;

        promoting and supporting improvements to the Company’s health, safety and environmental performance. Reviewing material incidents relating to health, safety and environmental;

        as it may deem necessary, arranging, implementing and overseeing environmental and safety audits, with respect to any operations within the Company;

        ensuring that employees, consultants and contractors are provided with the training and resources necessary to meet the Company’s objectives under the health, safety, environmental and social responsibility policies;

        ensuring that the Company continually consults stakeholders in matters that affect them and develops partnerships that foster the sustainable development of the host communities and enhance economic benefits from the Company’s operations;

        ensuring that social, economic and cultural rights of the local people are respected; and

        ensuring that the Company upholds ethical business practices and meeting, or where possible, exceeding applicable legal and other regulatory requirements.

The Company, with the assistance of on-site environmental managers, health and safety technicians and environmental consultants, continues to develop and implement environmental education programs for the Company’s employees and host communities. We have implemented an integrated management system at all our operations based on OHSAS 1800, ISO 14000 norms and the International Cyanide Management Code (the “Code”). On September 16, 2010, we became a signatory of the Code with Minosa successfully completing the recertification process in 2018 and becoming certified in substantial compliance in 2021. On February 16, 2022, the Apoena Mine was also certified under total compliance of the Code.

We engage the communities and other stakeholders to maintain our ‘Social Licence’ to operate. We believe that maintaining a healthy social license to operate and strong stakeholder support for its operations is critical to our success, and accordingly intend to maintain such support to create long-term value for communities and the society at large. Several meetings have been held with communities local to each of our properties to discuss and answer questions regarding our policies, practices and operations, and also to discuss and agree on local projects and initiatives where we could support both technically and financially. We are also in the practice of purchasing supplies and hiring personnel from the host communities and encourages its consultants and suppliers to do the same.

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We value safety and has robust management systems in place to ensure the prevention of workplace incidents. We achieved zero lost time incidents in 2023 and only one lost time incidents in 2024. The Health, Safety, and Environmental Committee approved the Golden Rules review in September of 2024 and now we are putting into place the Life Saving Rules, which are protocols that focus on critical controls of operational major risks. Senior leadership remains deeply involved, convening regular safety committee meetings. Field leadership continues to bolster safety interactions, and the emphasis of the Safety Training Program is on fostering a culture of prevention and enhanced risk perception among workers. Local leaders actively discuss and analyze performance to validate the effectiveness of our Management System.

We are in our third and final year of voluntary certification under the Responsible Gold Mining Principles of the World Gold Council, and are committed to the 10 principles addressing Environmental, Social, and Governance issues. The results of independent audits are published annually on our website, ensuring transparency in the process and placing Aura among the most trusted gold companies in the market. In 2024, Aura commenced the process of joining the United Nations Global Compact. This signifies our dedication to aligning our operations with universally accepted principles in the areas of human rights, labor, environment, and anti-corruption. By undertaking this commitment, we aim to further solidify our stance on responsible business practices and contribute positively to global sustainability efforts. The results of independent audits, or any other information contained on our website, any website mentioned in this prospectus, or any website directly or indirectly linked to these websites is not part of, and is not incorporated by reference in, this prospectus.

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Business

Overview

We are an Americas gold and copper production company with a significant portfolio of mining operations. Our mission is to deliver long-term value by unlocking operational efficiencies, responsibly growing our portfolio with a focus on return on invested capital, responsible mining practices and a commitment to sustainability. We operate with a decentralized culture, supported by a lean corporate team that ensures agile and dynamic management and decision-making processes, focused on high operational sustainability compliance standards.

We believe that our success as a gold and copper mining company is the result of a combination of strategic acquisitions, mine expansions and development and efficiency improvements. Backed by a traditional Brazilian family of seasoned gold-focused entrepreneurs and mine developers, as well as a new management team, we have undergone a significant transformation since 2016, enhancing our profitability, replenishing resources and even extending the life-of-mine (LOM) across our operating assets, while also facilitating inorganic expansion — consistently guided by a disciplined commitment to value creation and sustainable growth.

We have a track record of expanding and building new mines on-time and on-budget, with ramp-up capabilities, consistent cash flow generation and dividend payments while delivering an attractive return on investment. Our disciplined cost management ensures efficiency in reserve development while we strive to serve as the benchmark for operational security and excellence in project development. Strategically, we prioritize high-IRR (Internal Rate of Return) growth opportunities, balancing capital appreciation with reliable dividend distributions.

We currently operate four wholly-owned operating mines and one mine in ramp-up phase. Our operating mines are the Aranzazu copper-gold-silver mine in Mexico, the Apoena and Almas gold mines in Brazil and the Minosa gold mine in Honduras. Additionally, we own and operate the Borborema gold mine in Brazil, which is currently in its ramp-up phase and is expected to achieve commercial production by the third quarter of 2025.

In addition to our operating mines, our main development projects are the Era Dorada gold project in Guatemala and the Matupá gold project in Brazil. We have significant exploration potential, owning over 563,558 hectares of mineral rights, and we are currently advancing multiple near-mine and regional targets along with the Carajás (Serra da Estrela) copper project in the prolific Carajás region of Brazil.

____________

Notes:     To calculate last twelve months (LTM), we aggregate the results for the year ended December 31, 2024 with the results for the three months ended March 31, 2025 less the results for the three months ended March 31, 2024. The percentage amounts refer to the percent of revenue attributable to our products, country and mines, as applicable, for the LTM period ended March 31, 2025.

(2)           Includes provisional prices.

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In recent years, we have delivered growth, profitability and operational efficiency, reflecting our success and commitment to generating sustainable value. This is evidenced by our significant increase in net cash generated by operating activities and Adjusted Free Cash Flow in recent periods, reaching US$41.2 million and US$29.1 million, respectively, in the three months ended March 31, 2025 (with a cash conversion from Adjusted EBITDA of 35.7%) and US$222.2 million and US$178.2 million, respectively, in the year ended December 31, 2024 (with a cash conversion from Adjusted EBITDA of 66.8%). Concurrently, we have enhanced our shareholder returns through increased dividend distributions and share repurchase programs, resulting in a 7.9% dividend yield in the year ended December 31, 2024. We have been successful in acquiring, developing and optimizing mining assets, driving portfolio expansion and enhancing productivity across our operations.

Key Operational & Financial Highlights

 

Unit

 

For the
twelve months
ended
March 31,

2025(4)

 

For the
three months
ended
March 31,

 

For the year ended
December 31,

2025

 

2024

 

2024

 

2023

 

2022

Production

 

GEO ‘000

 

259.1

 

 

60.1

 

 

68.2

 

 

267.2

 

 

235.9

 

 

243.0

 

Revenue

 

US$ millions

 

623.9

 

 

161.8

 

 

132.1

 

 

594.2

 

 

416.9

 

 

392.7

 

Gross profit

 

US$ millions

 

283.0

 

 

78.4

 

 

46.7

 

 

251.3

 

 

126.0

 

 

125.7

 

Operating Income

 

US$ millions

 

236.3

 

 

67.4

 

 

36.5

 

 

205.4

 

 

87.0

 

 

88.2

 

(Loss)/Profit for the year

 

US$ millions

 

(94.3

)

 

(73.2

)

 

(9.2

)

 

(30.3

)

 

31.9

 

 

66.5

 

Adjusted Net Income

 

US$ millions

 

87.7

 

 

30.2

 

 

11.2

 

 

69.2

 

 

62.4

 

 

79.6

 

Adjusted EBITDA

 

US$ millions

 

295.0

 

 

81.4

 

 

52.8

 

 

266.8

 

 

134.1

 

 

133.8

 

Adjusted EBITDA Margin

 

%

 

47.3

%

 

50.3

%

 

40.0

%

 

44.9

%

 

32.2

%

 

34.1

%

Net cash generated by operating activities

 

US$ millions

 

237.5

 

 

41.2

 

 

25.9

 

 

222.2

 

 

124.9

 

 

96.4

 

Adjusted Free Cash Flow(1)

 

US$ millions

 

192.4

 

 

29.1

 

 

13.5

 

 

178.2

 

 

80.4

 

 

57.5

 

Cash Conversion(2)

 

%

 

65.0

%

 

35.7

%

 

25.4

%

 

66.8

%

 

60.0

%

 

43.0

%

Cash Cost per gold equivalent ounce sold

 

(US$/GEO)

 

1,077

 

 

1,149

 

 

1,003

 

 

1,041

 

 

1,043

 

 

897

 

AISC

 

(US$/GEO)

 

1,361

 

 

1,461

 

 

1,287

 

 

1,320

 

 

1,325

 

 

1,118

 

Dividend Yield plus buybacks(3)

 

%

 

11

%

 

11

%

 

7.0

%

 

7.9

%

 

5.4

%

 

5.9

%

____________

(1)      Adjusted Free Cash Flow is calculated as net cash generated by operating activities less Adjusted Capex. See “Presentation of Financial and Other Information — Special Note Regarding Non-IFRS Accounting Standards Financial Measures” for additional information and “Summary Consolidated Financial and Other Data — Reconciliation of Non-IFRS Accounting Standards Financial Measures” for a reconciliation to the applicable IFRS Accounting Standards Financial Measure.

(2)      Cash Conversion is calculated as net cash generated by operating activities less Adjusted Capex divided by Adjusted EBITDA. See “Presentation of Financial and Other Information — Special Note Regarding Non-IFRS Accounting Standards Financial Measures” for additional information and “Summary Consolidated Financial and Other Data — Reconciliation of Non-IFRS Accounting Standards Financial Measures” for a reconciliation to the applicable IFRS Accounting Standards Financial Measure.

(3)      Including shares and BDR buybacks. We calculate dividend yield as the announced dividend per share divided by the TSX share price (converted to US$) on the announcement date (dividend yield = dividend per share/share price at announcement date). The buyback yield is calculated as the total value of shares repurchased in the period divided by the average market capitalization on a given year in each case using the TSX share price converted to US$ (buyback yield = buybacks reported/average market capitalization for a given year). The dividend yield + buyback yield is the sum of the dividend yield and the buyback yield for the reporting period.

(4)      To calculate the last twelve months (LTM) ended March 31, 2025, we aggregate the results for the year ended December 31, 2024 with the results for the three months ended March 31, 2025 less the results for the three months ended March 31, 2024.

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Company Description

Operations

Our asset base grants us access to diverse geological regions each with a long history of mining activities and with mining regulations that traditionally have been favorable to the mining sector. Our gold is commercialized in the form of bullions — mined, processed and refined by us — and concentrates to international blue-chip brokers, trading firms and refineries.

We believe that operating in several geographies, each of which are located within democratic countries, provides us with the advantage of diversifying our political, social and macroeconomic risks.

In the map below, we present the geographic footprint of our operating mines, development projects and exploration initiatives:

Assets in Operation and Ramp-up

Aranzazu — an underground copper mine operation, producing gold and silver as by-products, located within the Municipalities of Concepcion del Oro and Mazapil in the State of Zacatecas, Mexico, near its northern border with the State of Coahuila. The property is situated in a rugged mountainous area and can be accessed either from the city of Zacatecas, located 250 km to the southwest, or from the city of Saltillo, located 112 km to the northeast, in the State of Coahuila.

Aranzazu Mine and Plant Production

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Apoena — a mining complex located in the southwest of the state of Mato Grosso, Brazil, near Pontes e Lacerda which consists of the following gold mines: the Lavrinha open-pit mine, or “Lavrinha,” the Ernesto open pit mine, or “Ernesto,” the Japonês open pit mine, the Nosde open pit mine and the near open-pit mine prospects Japonês Oeste, Pombinhas and several other potential prospects.

Apoena Quarterly Production

Minosa — an open-pit heap leach gold mine located in the highlands of western Honduras, in the municipality of La Union, Department of Copan, approximately 150 km southwest of the city of San Pedro Sula.

Minosa Quarterly Production

Almas — an open pit gold operation located in the state of Tocantins, Brazil, that consists of three deposits (Paiol, Vira Saia and Cata Funda) and several exploration targets, including Nova Prata/Espinheiro, Jacobina and Morro do Carneiro, a total area of 101,000 hectares of minerals rights.

Almas Quarterly Production

Borborema Project — a greenfield open pit gold project, located in the municipality of Currais Novos, Rio Grande do Norte state, in the northeast of Brazil. Aura completed a Feasibility Study in August 2023 for this project, which indicated anticipated production of 748,000 ounces of gold over an 11.3-year mine life, with possibilities for even greater output. This project has probable mineral reserves of 812,000 oz gold, and a mineral resource profile that consists of 63.7 Mt at average grades of 1.01 g/t for 2,077 koz of indicated mineral resources (inclusive of probable mineral reserves) and 10.9 Mt at average grade of 1.13 g/t for 393 koz of inferred mineral resources. We have undertaken initial measures to start obtaining permits to move a road which crosses a portion of the deposit. Upon the road’s successful relocation, there

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would exist the potential to convert additional indicated mineral resources into probable mineral reserves (in addition to the current probable mineral reserves), depending on certain factors, such as gold price and exchange rate, among others. We announced on March 27, 2025 the beginning of the ramp-up phase of Borborema, which we expect to reach commercial production during the third quarter of 2025. During the first three years of operation, Borborema is projected to produce 83,000 GEO annually, with grades averaging 1.54 g/ton and a strip ratio of 3.61. And for the following three years, production is expected to stabilize at 65,000 GEO per year, with grades at 1.12 g/ton and the strip ratio of 3.77.

The following table sets out a summary of our assets in operation and ramp-up:

 

Aranzazu

 

Minosa

 

Apoena

 

Almas

 

Borborema

Country

 

México

 

Honduras

 

Brazil

 

Brazil

 

Brazil

State/Province

 

Zacatecas

 

Copán

 

Mato Grosso

 

Tocantins

 

Rio Grande do Norte

LOM

 

9 years

 

4 years

 

4 years

 

10 years

 

11 years

Metals

 

Copper, gold, and silver

 

Gold (it also produces silver in small quantities)(4)

 

Gold (it also produces silver in small quantities)(4)

 

Gold

 

Gold

Stage

 

Operational

 

Operational

 

Operational

 

Operational

 

Ramp up

Mine Type

 

Underground

 

Open pit

 

Open-pit

 

Open pit

 

Open pit

Private Royalties or Streaming(1)

 

Yes (Royalty)

 

No

 

Yes (Royalty)

 

Yes (Royalty)

 

Yes (Royalty)

Economic Rights

 

100%

 

100%

 

100%

 

100%

 

100%

Production in year ended December 31, 2024 (GEO(2))

 

97,558 GEO

 

78,372 GEO

 

37,173 GEO

 

54,129 GEO

 

n.a.(3)

% of Revenue

 

33.1%

 

29.9%

 

37.0%

 

n.a.(3)

Production in three months ended March 31, 2025 (GEO(2))

 

20,456 GEO

 

17,654 GEO

 

8,876 GEO

 

13,101 GEO

 

n.a.

% of Revenue

 

31.1%

 

29.6%

 

39.3%

 

n.a.

Production in the last twelve months ended March 31, 2025

 

93,013 GEO

 

76,840 GEO

 

33,943 GEO

 

55,335 GEO

 

83,000 GEO(5)

____________

(1)      We consider “private royalties” to be those payments made to the owners of the properties that do not belong to the Company, as well as payments to some previous project owners, in accordance with the terms of each purchase agreement. We consider “streaming” to be the amortization of structured debt to be paid as a percentage of the NSR. We do not currently have any streaming agreements in place.

(2)      Copper and silver production are treated as Gold Equivalent ounce (GEO). GEO is calculated by converting the productions of silver and copper into gold using a ratio between the prices of these metals and gold. The prices used to calculate it at such proportions are based on the weighted average price of each of the metals obtained in sales of the Aranzazu unit during the reported period.

(3)      Borborema mine is in ramp-up phase.

(4)      The production volume of silver is not material.

(5)      Considers the full production capacity of 83k GEO per year, expected for the first three years of operation.

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The following graph sets out our production growth, measured in GEO:

Projects under Development

In addition, we hold 100% of the economic rights in the following projects:

        Matupá Project, or “Matupa” — a gold project located in the northern part of the state of Mato Grosso, Brazil which consists of three deposits: X1 (gold), Serrinhas (gold), and Guarantã Ridge (base metal). The main focus for exploration was the X1, a 350-meter-long deposit which resulted in a mineral resource. Matupá’s claims consist of multiple exploration targets, including a copper porphyry target, in a total area of 62,500 hectares of mineral rights. Two additional exploration prospects acquired in 2024 are being advanced nearby, which include the Pé Quente Project, located 34 km from X1. As of the date of this prospectus, there has been insufficient exploration to define a mineral resource, and it is uncertain if further exploration will result in the exploration prospects as being delineated as a mineral resource. A qualified person has not done sufficient work to validate historical data and historical estimates and has not reviewed or provided any opinion about the accuracy of the underlying data or any parameters used to estimate or calculate the historical estimates. In order to update or verify historical estimates, drilling in Pé Quente is in progress. During the first four years of operation, Matupá is projected to produce 55,000 GEO annually, with grades averaging 1.36 g/ton, a strip ratio of 1.83, a cash cost of US$529 per ounce, and an AISC of US$710 per ounce.

        Era Dorada Project, or “Era Dorada” or “Cerro Blanco” — a near-surface gold deposit located in Jutiapa, Guatemala. Era Dorada has two historical Feasibility Studies for either an open pit or an underground project. Within the Era Dorada Project, Aura also owns the Mita Geothermal project, which is an advanced-stage, renewable energy project licensed to produce up to 50 megawatts of power. Following our acquisition of Bluestone Resources, or “Bluestone,” we hold 100% of the interest in this project. On June 17, 2024, Bluestone received a notice from the Guatemalan Ministry of Environment (MARN) challenging the approval procedure for the open pit mining method at Era Dorada. In response, Bluestone has publicly stated its belief that the environmental permit amendment met and exceeded the applicable requirements.

Other Projects and Mines:

        Aura Carajás, or the “Serra da Estrela Project” — a permitted exploration target of 9,805 hectares, located in the Carajás area of the state of Pará, Brazil. It includes mineralization targets of iron-copper-gold oxide, or “IOCG” deposits along a 6 km strike with nine historical boreholes, composing a total of 2,552 meters. Aura has acquired exploration rights and options to test continuity and economic grades in the target area.

        Tolda Fria Project, or “Tolda Fria” — a gold project located in the department of Caldas, Colombia. This project has a total of 6,624 hectares in rights minerals and we have been generating potential targets through early-stage exploration. Currently, this project is under care and maintenance.

        São Francisco Project, or “São Francisco” — part of Apoena, it is an open-pit gold mine and leaching located in the southwestern state of Mato Grosso, Brazil, approximately 560 km west of Cuiabá, the state capital. Currently, this mine is under care and maintenance.

For more detail on our mines, see “Mining Properties” and the technical reports included as exhibits to the registration statement of which this prospectus forms a part.

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Competitive Strengths

Technically oriented team, Aura’s best asset

We are led by a senior management team of seasoned professionals with significant industry experience.

Our Board of Directors has complementary skills, from experience in the mining sector to entrepreneurial activities, with the Chairman of our Board and controlling shareholder, Paulo Brito having founded other companies that have become a global reference in the mining sector. Mr. Brito is a seasoned entrepreneur and mine developer who has founded and led several companies throughout his career. He was the founder and principal shareholder of Yamana Gold. In addition to Yamana, he established Mineração Santa Elina Indústria e Comércio S.A., a mining firm focused on the development, exploration, and research of various minerals. Among Mineração Santa Elina’s notable projects is Ligga, a high-grade iron ore deposit in Carajás, Brazil. Brito has also played a significant role in developing several other key mining projects, including Riacho dos Machados, Santa Luz, Fazenda Brasileira, Chapada, Serrote, and Mundial. These assets are now operated by industry leaders such as Vale, Lundin, Equinox, and others, reflecting his enduring impact on the global mining sector.

Subject to certain parameters set by our senior management, our local operations teams are empowered with the responsibility and authority to make the operational decisions at their respective mines. We believe that this structure contributes to a better dynamic of accountability, increased operational efficiency and professional development, and incentivizes innovation. This design allows our senior management to focus on the management of: (i) people, (ii) capital, (iii) performance, (iv) strategy, (v) compliance and controls, and (vi) growth, in addition to monitoring the main performance and safety indicators of our mines.

Our culture (Aura 360 Culture)

We are focused on mining in complete terms — thinking holistically on how our business impacts and benefits everyone around us: our company, our shareholders, our employees and the countries and communities we serve. Our culture is embodied in our mandala, which is built by three axes and three concentric hoops. The hoops represent our clients (outer hoop), values (middle hoop), and practices (inner hoop). This represents the common thread that brings us together, strengthening our business and making a positive contribution to shaping a better world, both for the present and the future.

We believe that we uphold high standards in ESG (environmental, social and governance) performance through our “Aura 360” initiative, which integrates ESG principles into every aspect of our operations. Examples of our commitment are the core of everything we do, and can be seen in our recent achievements, including zero lost-time accidents in 2023 across all operations, only one minor lost-time accident in 2024, and zero lost-time accidents in 2025 to-date, the use of predominantly renewable electricity in all of our business units, and numerous and impactful environmental and community initiatives aimed at creating positive and lasting impacts.

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At Aura, growth and sustainability progress hand-in-hand. Our Aura 360 Culture embodies an innovative and decentralized management model, whereby each operation is empowered to make decisions aligned with our organization’s strategic objectives. The effectiveness of this approach has been recognized on a global scale.

For the second consecutive year, we have been awarded the Socially Responsible Company (ESR, for its acronym in Spanish) Seal for our operations in Mexico (Aranzazu) and Honduras (Minosa). This prestigious certification, conferred by the Mexican Centre for Philanthropy (CEMEFI, for its acronym in Spanish) and the Honduran Foundation for Corporate Social Responsibility (FUNDAHRSE, for its acronym in Spanish), acknowledges companies that exhibit a steadfast commitment to sustainable practices, positive social impact and responsible corporate governance.

The certification process entails a rigorous evaluation based on the following key criteria:

        Corporate governance and business ethics, ensuring transparency and adherence to best management practices.

        Environmental stewardship, encompassing conservation initiatives, the efficient use of natural resources, and impact mitigation strategies.

        Employee well-being and professional development, fostering a safe, inclusive, and growth-oriented workplace.

        Community engagement, reinforcing local partnerships and contributing to social and educational initiatives.

The attainment of the ESR Seal serves as a testament to our unwavering commitment to extending our impact beyond mining, promoting positive transformation in the regions where we operate, and upholding the highest standards of corporate social responsibility.

In addition to this recognition, we have been named one of the Mining Sector Companies of the Year 2024, in the category Growth — Medium-Sized Companies, securing over 54% of the public vote. This accolade reflects the confidence placed in us by the market and stakeholders, recognizing our capacity to innovate, expand and operate with integrity.

Our commitment remains unequivocal: to generate value for all stakeholders through increasingly safe, efficient and socially responsible operations. The Aura 360 Mandala serves as our guiding framework, reaffirming that each achievement is a reflection of our collective endeavor to advance towards more responsible and sustainable mining practices.

In addition, we achieved the Great Place to Work (GPTW) certification in all countries where we operate. This internal survey showed that 82% of employees perceive leadership actions as aligned with the Aura 360 culture, reinforcing our success in creating a positive and collaborative work environment.

Internal career growth was a key accomplishment, with 63% of senior management positions and 30% of management positions filled by internal candidates respectively by December 31, 2024. This demonstrates Aura’s commitment to developing employees supported by structured feedback and development planning. In 2024, 307 employees assessed the 360 cycle evaluation (compared to 218 in 2023), with positive outcomes and feedbacks with regards to work environment.

In 2024, Aura also successfully completed the compliance process with the World Gold Council, adhering to both the RGMP — 10 Responsible Gold Mining Principles and the CFGS — Conflict Free Gold Standards. Key strengths identified included ethical conduct, which is broadly embedded across Aura’s operations, and environmental stewardship, highlighted by practices and training related to cyanide management. In the coming years, the World Gold Council framework will guide ESG initiatives, driving continuous improvement and aligning operations with the highest sustainability standards.

Borborema, currently in ramp up phase and expected to reach commercial production by the third quarter of 2025, was designed with sustainability in mind. Borborema will also operate with 100% water recirculation and treat all reused water from the region. We have trained 57 community members, with 60% already hired to work at the unit. Additionally, more than 90% of our energy matrix is sourced from renewable sources, reinforcing our environmental responsibility.

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Capital allocation focused on return on capital

Our investment approach focuses on selecting assets with the potential to maximize return on invested capital, as contrasted with pursuing sheer scale. Our strategy is to start smaller, manageable projects, systematically de-risk them and then apply the cash flows generated from each project to fund future growth. We believe that this disciplined, step-by-step approach enables sustainable expansion while maintaining strong capital efficiency. We leverage both our experienced, technically oriented team as well as local expertise.

____________

(1)      For each project, internal rate of return, or IRR is calculated using a discounted cash flow (DCF) model based on the projected cash flows over the project’s expected life of mine. Key inputs include: (a) initial capital investment (when applicable); (b) annual projected cash flows; (c) project life assumptions (based on the technical reports). For Matupá, it is based on the S-K 1300 Feasibility Study published on March 28, 2025 (d) considers the sensitivity analysis of 120% over the average selling price of US$1,667 used in the Matupa S-K 1300 Feasibility Study published on March 28, 2025; for Borborema, it is based on the S-K 1300 Feasibility Study published on March 28, 2025. The IRR considers a sensitivity analysis for multiple price scenarios, reflecting the recent hike and providing a more up-to-date basis compared to the latest technical reports. For Almas it is based on the S-K 1300 Feasibility Study published on April 10, 2025.

(2)      Only includes capitalized exploration expenses.

Diversified portfolio with a well-balanced mix of operating and development assets

We have a combination of both (i) established, profitable operating assets, most of which have the potential for future expansion, as well as (ii) development projects which we plan to convert into operating assets in the coming years. We believe that with the potential expansion of our current production combined with our new projects, we can deliver consistent value while sustainably growing our operations.

Overall, our portfolio of operating assets is focused on gold production, supplemented with our copper production. We believe that gold has the additional advantage of serving as an inflation hedge owing to its supply scarcity and diverse use-cases, from a reserve asset commonly used to store value, to practical applications in jewelry and as a technology component.

Proven track-record of value creation through several sources

We have invested more than US$396 million of exploration and expansion capex since January 1, 2022 until March 31, 2025, increasing our mineral resources and reserves, returning US$218 million to our shareholders in dividends and buybacks since January 1, 2021.

Case Study: Aranzazu Turn-around

In January 2015, the Aranzazu operations were put in care and maintenance due to a combination of underperformance, higher costs and low copper prices.

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In 2017, we reassessed this mine with new geology, metallurgy, geotechnical and a new feasibility study with a focus on the first 5 years, which life-of-mine was later expanded. In 2018, we implemented the planned changes and achieved commercial production by December of that year. Since then, numerous improvements have been made, including more selective mining methods, ground control for stope stability and dilution prevention, enhanced mine infrastructure to reduce operational interruptions, and better metallurgical controls and plant process adjustments to increase productivity and recoveries for all metals.

In 2021, we increased Aranzazu plant production capacity by 30% with a minimal investment in a plant that has been in operation for decades. As a result, Aura is now producing more than double the amount of copper concentrate at a lower cost compared to the period before the mine was placed in care and maintenance, achieving a life-of-mine of 10 years.

Case Study: Apoena

Apoena is an open-pit mine located in the State of Mato Grosso, Brazil. It was put in care and maintenance by Yamana due to underperformance and low life-of-mine before being acquired by Aura. Since Aura acquired it, significant improvements have been made in geological interpretation, structural analysis and geometallurgy. Additionally, the mining method was changed to maximize the deposit value by shifting from unproductive and high cost underground mining to a selective open pit mine.

After seven years of producing between 37,000 to 68,000 ounces per year, we now have an approximate additional seven years of life-of-mine due to our continuous and efficient exploration investments.

Case Study: Almas

Almas is Aura’s first greenfield project, which was developed on time (in only 16 months) and substantially on budget (US$77 million). The ramp-up was achieved in 2023 in just 5 months, operating commercially at 4,000 tpd (tons per day) with a recovery ratio above 90%.

By the end of 2023, Almas was not only operating above its nominal capacity, but also embarked on an expansion to increase its capacity from 1.3 to 1.5 million tons.

In 2024, Almas had the lowest all in sustaining cash costs per gold equivalent ounce sold among all of Aura’s mines in production, and Almas’ production exceeded the expectation set out in its 2021 Feasibility Study.

In April 2025, Aura updated the Almas’ Feasibility Study which indicated an average annual production of 61,248 ounces of gold per year between 2025 and 2034 (10-year mine life), totaling 612k ounces of gold. The project was expected to yield an after-tax net present value (“NPV”) of US$393 million, considering the long-term gold price of US$2,212 per ounce.

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Ability and commitment to deliver cash generation and high return on capital

We believe that Aura distinguishes itself as a fast-growing, cost-competitive, efficient and high cash generation miner when compared to the largest companies in the gold mining sector, resulting from our unique combination of disciplined capital allocation, operational excellence and our focus on value creation across all stages of our portfolio.

____________

(1)      Median of top 5 largest gold mining companies by produced gold ounces in 2024, which consists of Newmont Corporation, Agnico Eagle Mines Limited, Barrick Gold Corporation, AngloGold Ashanti plc and Kinross Gold Corporation, or the “Top 5 Gold Mining Companies.”

(2)      Average of Top 5 Gold Mining Companies.

(3)      Operating Income as reported by each company.

(4)      Excludes Newmont Corporation and Kinross Gold Corporation, as they present outlier and non-recurring figures of 372% and 262%, respectively, as a result of transformational acquisitions (e.g. Newmont and Newcrest merger, announced in 2023).

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(5)      Comparisons of Adjusted EBITDA are based on the Adjusted EBITDA as publicly reported by each of the Top 5 Gold Mining Companies. Adjusted EBITDA is a Non-IFRS Accounting Standards Financial Measure. Non-IFRS Accounting Standards Financial Measures do not have standard definitions and may be different from the calculations used by other companies, including competitors in our industry, and may therefore not be comparable to similarly named metrics of other companies. For instance for Adjusted EBITDA, (i) Aura calculates as (Loss) profit for the year, plus income taxes, plus finance expenses, less other (expense) income, less Change in estimation for mine closure and restoration for properties in care & maintenance, plus depletion and amortization, (ii) Newmont Corporation calculate as net income (loss) attributable to Newmont stockholders, net income (loss) attributable to noncontrolling interests, net (income) loss from discontinued operations, equity loss (income) of affiliates, income and mining tax expense (benefit), depreciation and amortization, interest expense, net of capitalized interest, loss on assets held for sale, impairment charges, one-off transaction and integrations costs, reclamation and remediation charges, change in fair value of investments and options, settlement costs, restructuring and severance, (gain) loss on asset and investment sales, gain on debt extinguishment, pension settlements, COVID-19 specific costs, and others (as reported in its 2024 annual report), (iii) AngloGold Ashanti plc calculate as profit (loss) before taxation, amortization of tangible, intangible and right of use assets, retrenchment costs at the operations, finance income, other gains (losses), care and maintenance costs, finance costs and unwinding of obligations, impairment and derecognition of assets, impairment of investments, profit (loss) on disposal of assets and investments, gain (loss) on early settlement of hedge contracts, fair value adjustments, repurchase premium and costs on settlement of issued bonds and the share of associates’ EBITDA (as reported in its 2024 earnings release), (iv) Barrick Gold Corporation calculate as net earnings, income tax expenses, net finance costs, depreciation, impairment changes (reversals) of non-current assets, acquisition/disposition gains, loss on currency translation, other expense adjustments, income tax expense, net finance costs, and depreciation from investees (as reported in its 2024 earnings release), (v) Agnico Eagle Mines Limited calculate as net income for the period, finance costs, income and mining tax expenses, amortization of property, plant and mine development, foreign currency translation loss (gain), loss (gain) on derivative financial instruments, impairment loss, environmental remediation, severance and transaction costs related to acquisitions, integrations costs, purchase price allocation to inventory, revaluation gain on one-off transactions, self-insurance for fire, net loss on disposal of properties, plant and equipment, and other (as reported in its 2024 annual report), and (vi) Kinross Gold Corporation calculates as operating earnings plus depreciation, depletion and amortization (as reported in its 2024 year end financial statements).

(6)      Comparisons of AISC are based on the AISC as publicly reported by each of the Top 5 Gold Mining Companies. AISC is a Non-IFRS Accounting Standards Financial Measure. Non-IFRS Accounting Standards Financial Measures do not have standard definitions and may be different from the calculations used by other companies, including competitors in our industry, and may therefore not be comparable to similarly named metrics of other companies. (i) For Aura, all in sustaining cash costs per gold equivalent sold (AISC) is calculated as the cost of goods sold less depletion and amortization, plus Adjusted Capex, plus general and administrative expenses from the Minosa Mine, Apoena Mine, Aranzazu Mine and Almas Mine segments less depreciation and amortization from the Minosa Mine, Apoena Mine, Aranzazu Mine and Almas Mine less care and maintenance expenses from the Minosa Mine, Apoena Mine, Aranzazu Mine and Almas Mine less corporate cost sharing expenses from the Minosa Mine, Apoena Mine, Aranzazu Mine and Almas Mine plus lease payments divided by gold equivalent ounces sold, (ii) Newmont Corporation calculates as cost applicable to sale, reclamation costs, advanced projects & exploration, general and administrative, other expenses, treatment and refining costs, sustaining capital, sustaining finance lease payments (as reported in its 2024 annual report), (iii) AngloGold Ashanti plc calculates as cost of sales, by-product revenue, realized other commodity contracts, amortization of tangible, intangible and right of use assets, adjusted for decommissioning and inventory amortization, corporate administration, marketing and related expenses, lease payment sustaining, sustaining exploration and study costs and total sustaining capital expenditure (as reported in its 2024 earnings release), (iv) Barrick Gold Corporation calculates as general and administrative costs, minesite exploration and evaluation costs, rehabilitation — accretion and amortization (operating sites) and minesite sustaining capital expenditures (as reported in its 2024 earnings release), (v) Agnico Eagle Mines Limited calculates as production costs, inventory adjustments, purchase price allocation to inventory, realized gains and losses on hedges of production costs, other, by-product metal revenues, sustaining capital expenditures (including capitalized exploration), general and administrative expenses (including stock option expense) and non-cash reclamation provision and sustaining leases (as reported in its 2024 annual report), and (vi) Kinross Gold Corporation calculates as production cost of sales, non-controlling interest production cost of sales, attributable silver revenue, general and administrative, other operating expense — sustaining, reclamation and remediation — sustaining, exploration and business development — sustaining, additions to property, plant and equipment — sustaining, lease payments — sustaining (as reported in its 2024 year end financial statements).

(7)     Comparisons of Cash Conversion has been calculated by Aura for itself and for each of the Top 5 Gold Mining Companies (based on publicly available information reported by the Top 5 Gold Mining Companies) as net cash generated by operating activities less Adjusted Capex (or equivalent) divided by Adjusted EBITDA. For the Top 5 Gold Mining Companies, Adjusted EBITDA was calculated as described in footnote (5) above. Adjusted Capex (i) for Aura is calculated as purchases of property, plant and equipment related to the Minosa Mine, Apoena Mine, Aranzazu Mine and Almas Mine segments, deducted from purchases of property, plant and equipment we define as expansion capex, (ii) For Newmont Corporation, sustaining capital (as reported in its 2024 annual report) is used for the calculation as the equivalent of

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Adjusted Capex, (iii) for AngloGold Ashanti, sustaining capital expenditures (as reported in its 2024 earnings release) is used for the calculation as the equivalent of Adjusted Capex, (iv) for Agnico Eagle Mines Limited sustaining capital expenditures (as reported in its 2024 annual report) is used for the calculation as the equivalent of Adjusted Capex, (v) for Barrick Gold Corporation, minesite sustaining capital expenditures (as reported in its 2024 earnings release) is used for the calculation as the equivalent of Adjusted Capex, and (vi) for Kinross Gold Corporation, attributable sustaining capital expenditures (as reported in its 2024 annual report) is used for the calculation as the equivalent of Adjusted Capex. However, Adjusted EBITDA and Adjusted Capex are Non-IFRS Accounting Standards Financial Measures and do not have standard definitions and may be different from the calculations used by other companies, including competitors in our industry, and may therefore not be comparable to similarly named metrics of other companies.

(8)      For the purposes of this comparison, including shares and BDR buybacks for all companies. We calculate dividend yield of Aura and the Top 5 Gold Mining Companies as the announced dividend per share divided by the local share price (converted to US$) on the announcement date (dividend yield = dividend per share/share price at announcement date). The buyback yield is calculated as the total value of shares repurchased in the period divided by the average market capitalization on a given year in each case using the local share price converted to US$ (buyback yield = buybacks reported/average market capitalization for a given year). The dividend yield + buyback yield is the sum of the dividend yield and the buyback yield for the reporting period.

Robust and consistent dividend payer in the mining sector

Aura distinguishes itself as a consistent and attractive dividend payer in the global metals and mining industry, returning an aggregate US$218 million to its shareholders through both dividends and share buybacks since January 1, 2021. The table below sets out the historical dividends paid and share buybacks by Aura:

____________

Notes:     Includes shares and BDR buybacks. We calculate dividend yield as the announced dividend per share divided by the TSX share price (converted to US$) on the announcement date (dividend yield = dividend per share/share price at announcement date). The buyback yield is calculated as the total value of shares repurchased in the period divided by the average market capitalization on a given year in each case using the TSX share price converted to US$ (buyback yield = buybacks reported/average market capitalization for a given year). The dividend yield + buyback yield is the sum of the dividend yield and the buyback yield for the reporting period.

Backed by a disciplined capital allocation strategy, strong cash flow generation and a focus on high-return projects, we have established a distribution track record that reflects our commitment to delivering value to our shareholders.

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Growth Strategies

Continue improving efficiencies in our mining operations

____________

(1)      Borborema average of production for the first three years based on the NI 43.101 Feasibility Study Report dated on October 5, 2023.

(2)      Matupá average of production for the first four years based on the NI 43.101 Feasibility Study Report dated on November 18, 2022.

(3)      The Mineração Serra Grande acquisition is subject to the fulfilment of certain conditions precedent. See “Summary — Recent Developments — Acquisition of Mineração Serra Grande S.A.” and “Risk Factors — Risks Relating to the MSG Acquisition.”

Focus on growing mineral reserves and mineral resources and LOM expansion through investments in geology and acquisitions, and with additional exploration potential

We have been successful in expanding our mineral resources and mineral reserves. Despite the increase in our production, our additional resources and reserves have comfortably more than replaced the depleted GEO from production. Since 2018, we have delivered 113% production growth (from 112 kGEO for the 12 months ended December 31, 2018 to 259 kGEO for the 12 months ended March 31, 2025) through operational efficiencies, development and inorganic expansion while maintaining attractive exploration upside at competitive costs. We have witnessed a significant increase in our mineral resource and mineral reserve base, through a combination of efficient geological exploration campaigns (for example, 100,000 meters of drilling in 2024) and acquisitions (for example, our acquisition of Borborema).

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With over 563,558 hectares in our portfolio and our historically low discovery costs, we have the potential to keep adding mineral resources and mineral reserves and expanding the life-of-mine in most of our operations and projects.

We continue to increase our exploration expenditures.

____________

(1)      Includes exploration expenses and exploration capital expenditure.

Capitalize on inorganic opportunities in a discipline fashion

We have a solid track-record of acquiring and optimizing operating mines in a value accretive way. We target assets that align with our long-term goals, complementing our existing portfolio and offering potential synergies and operational improvements. We adopt a disciplined approach of undertaking a rigorous due diligence process on the technical, environmental and financial characteristics of target assets, to determine if the proposed investment is within the scope of our expertise.

We are continuously evaluating available opportunities in the market, having recently acquired Borborema in 2022 and Bluestone (Era Dorada) in January 2025.

Our History

The Company was originally incorporated under the Business Corporations Act (Ontario), or the “OBCA” by Letters Patent dated July 12, 1946, under the name Baldwin Consolidated Mines Limited. By Articles of Amendment dated July 11, 1989, the Company changed its name to “Canadian Baldwin Holdings Limited” and consolidated its common shares on a 5:1 basis. By Articles of Amendment dated July 27, 2005, the Company changed its name to “Canadian Baldwin Resources Limited” and further consolidated its common shares on a 1.75:1 basis. By Articles of Amendment dated March 22, 2006, the Company changed its name to “Aura Gold Inc.” and by Articles of Continuance dated April 20, 2006, the Company was continued from the OBCA to the Canada Business Corporations Act, or the “CBCA”. By Articles of Amendment dated July 20, 2007, the Company changed its name to “Aura Minerals Inc.” By Articles of Amendment dated July 23, 2009, the Company consolidated all of its issued and outstanding common shares on the basis of one new common share for five previously issued and outstanding common shares. By Articles of Amendment dated December 30, 2016, the Company consolidated all of its issued and outstanding common shares on the basis of one new common share for ten previously issued and outstanding common shares. On December 30, 2016, the Company was continued from the CBCA to the BVI Business Companies Act (British Virgin Islands). On December 30, 2018, the Company approved the consolidation of all of its issued and outstanding shares on the basis of one new share for ten previously issued and outstanding shares.

Material Acquisitions, Investments and Divestments

On July 27, 2022, we announced that, through our wholly owned subsidiary, we had completed the sale of Gold Road by way of sale of all the issued and outstanding shares of its indirect wholly owned subsidiary Z79 to PPG Arizona Holdings Acquisition, LP, an affiliate of Pandion Mine Finance, LP. The deal was completed for a nominal cash consideration of US$1.00.

On September 22, 2022, we completed the acquisition of Big River pursuant to a joint venture with Aura and Dundee Resources (the “Big River Acquisition”). Following the completion of the Big River Acquisition, Aura indirectly owned an 80% interest in the Borborema Project, and Dundee Resources indirectly owned the remaining 20% interest. Borborema is a brownfield open pit gold project, located in the municipality of Currais Novos, Rio Grande do Norte state, in the northeast of Brazil. The project construction is fully licensed.

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Following August 30, 2023, our Board approved the construction of the Borborema Project, and Aura secured over US$145.0 million to fund construction through various means. Dundee Resources converted its ownership interest into a net smelter royalty, as a result of which we assumed ownership of a 100% equity interest in the Borborema Project. In September 2023, our indirect wholly owned subsidiary Cascar do Brasil Ltda. entered into a credit facility for approximately US$100.0 million with Santander Brazil Bank to partially fund the construction. Subsequently, in October 2023, Aura initiated a hedging program through gold collars to de-risk the project and ensure the return on capital invested during the initial three years of production. This program entitled us to receive premium payments from counterparties, totaling approximately US$14.5 million, which were also allocated to partially fund the Borborema Project’s construction. Additionally, in December 2023, Borborema Inc. entered into an agreement with Gold Royalty Corp to secure US$31.0 million in financing, comprising a US$21.0 million net smelter return royalty over the Borborema Project and a US$10.0 million gold-linked loan.

In November 2023, we entered into a subscription agreement, pursuant to which we acquired, in a non-brokered private placement 24,000,000 units of Altamira Gold Corp., or “Altamira” at a price of C$0.125 per unit, totaling an aggregate purchase price of C$3.0 million, or the “Altamira Offering”. Each unit consisted of one common share and one common share purchase warrant of Altamira. Each warrant is exercisable to acquire one share of Altamira at an exercise price of C$0.20 per share for a period of two years from the date thereof. Upon closing of the Altamira Offering, our ownership in Altamira represented approximately 11.35% of the issued and outstanding shares of Altamira on a non-diluted basis and approximately 17.00% of the issued and outstanding shares on a fully diluted basis.

On May 22, 2024, we announced that we had recently acquired, through our subsidiary Aura Matupá, the right to explore the Pé Quente and Pezão Projects, or the New Projects, in the state of Mato Grosso, Brazil. The New Projects consist of a total of 6 Mineral Rights and are located in the geological setting of Alta Floresta Gold Province and are within a 50 km radius of Aura’s Matupa Project and the X1 deposit.

On January 13, 2025, we completed the plan of arrangement with Bluestone Resources (the “Acquisition”). Bluestone was the owner of Era Dorada Project, also known as Cerro Blanco (“Era Dorada”), which is a near-surface gold deposit located in Jutiapa, Guatemala. Era Dorada includes two possible projects, including an underground project and an open pit project. Consideration for the acquisition comprised of cash consideration of US$18.3 million (equivalent to C$26.3 million), 1,007,186 common shares and 146,519,452 non-interest bearing contingent value rights, or “CVRs,” each entitling the holder thereof to a potential cash payment of up to C$0.2120, payable in three equal installments, contingent upon Era Dorada achieving commercial production over a 20-year term. The payment under the CVRs will be triggered when (i) Aura announces that commercial production at Era Dorada has been achieved, or (ii) Era Dorada has operated for 90 consecutive days with 80% or more of used capacity. For more information, see note 25b to our unaudited condensed interim consolidated financial statements for a discussion on assessment of the fair value of the CVRs.

Customer Base

As of December 31, 2024, we operated mines in three countries: Brazil, Mexico and Honduras. Additionally, we have three expansion projects in Brazil, one in Colombia and one in Guatemala. During the year ended December 31, 2024. Currently, all gold produced at the Apoena, Almas and Minosa Mines are sold directly or indirectly to three customers; and up to 70,000 metric tons per annum of copper concentrates produced at the Aranzazu Mine are sold directly to Trafigura México, S.A. de C.V. pursuant to the offtake agreement described below.

Our largest clients, Auramet International LLC, Asahi Refining Inc. and Trafigura México, S.A. de C.V. represented 46.8%, 18.9% and 31.1% respectively of our revenue (36.2%, 21.4% and 40.7% in 2023 and 36.2% 22.1% and 39.2% in 2022).

Gold prices are significantly affected by factors such as US dollar strength, expectations for US inflation and US bond yields, US interest rates cycle, international exchange rates, changes in reserve policy by central banks and global or regional political and economic crises. Due to these factors, the gold price fluctuates continually, and such fluctuations are beyond our control.

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Trafigura Copper Concentrate Offtake Agreement

On May 21, 2024, our subsidiary Aranzazu Holding, S.A. de C.V. entered into a purchase and sale agreement with Trafigura Mexico, S.A. de C.V. under which we agreed to sell, and Trafigura agreed to purchase, 100% of our copper concentrate production extracted from the mining lot named “Macocozac I”, part of the Aranzazu Mine for the years 2025, 2026 and 2027. The agreement establishes approximate product quantity and quality but grants Trafigura the right to purchase any excess volume and quality, unless expressly waived in writing. If we deliver less than the agreed minimum quantity, Trafigura may unilaterally extend the contract term to allow for delivery of the shortfall on the same terms.

While the agreement refers specifically to copper concentrate, Trafigura also agreed to purchase and pay us for the gold and silver content contained in the concentrate, which will be assayed and valued in accordance with industry standards. Deliveries are to be made monthly on a DAP (Delivered at Place) basis to Trafigura’s designated warehouses in Manzanillo or Guaymas, Mexico, at Trafigura’s option, though we may opt to shift deliveries to FOB terms. The agreement defines detailed chemical specifications for the concentrate, including a minimum copper content and limits on impurities such as arsenic, antimony and bismuth. If these specifications are not met, we may be subject to price penalties. The contract provides for annual treatment and refining charges to be deducted from the purchase price of the product, with the applicable rates varying by delivery year. The agreement provides that each party will independently conduct assays and exchange results, with discrepancies resolved either by averaging or, if beyond agreed tolerances, by a binding umpire assay conducted by a designated laboratory.

The purchase price is based on payable metals (copper, silver, and gold) calculated using benchmark prices published by the London Metal Exchange, for copper and the London Bullion Market Association, for silver and gold. The agreement provides for provisional payments shortly after shipment, with final settlement based on the confirmed assay results and the applicable average market prices. Weighing, sampling, and moisture determination will be conducted by Impala Terminals Mexico, S.A. de C.V. in accordance with applicable standards, with results deemed final and binding on the parties; provided that we may appoint an independent laboratory to observe the process. Trafigura may also extend to us a revolving credit facility of up to US$10 million, subject to credit approval, bearing interest at a floating rate equal to 3-month SOFR plus 3% to 4% per annum. As of the date of this prospectus, Aranzazu Holding, S.A. de C.V. has not used this credit facility.

Either party may terminate the agreement upon the occurrence of specified events of default, including material breaches that remain uncured for three business days following notice, cross-defaults under related agreements, or insolvency-related events such as bankruptcy proceedings or an admitted inability to pay debts. The agreement is governed by Mexican law and provides for dispute resolution by arbitration in Mexico City under the rules of the Arbitration Center of Mexico. It also includes customary provisions relating to force majeure, compliance with environmental and anti-corruption laws, and tax responsibilities.

Our Products

For the three months ended March 31, 2025 and year ended December 31, 2024, our primary source of revenue was from the sale of gold and copper mined from Aranzazu, Apoena, Minosa and Almas. In the three months ended March 31, 2025, we sold a total of 60,491 ounces of doré gold bars (compared to 69,086 ounces in the same period in 2024) at an average realized gold price per ounce sold, net of US$2,786 (US$1,999 per ounce in the same period in 2024), and 8.5 million pounds of copper contained in concentrate (compared to 9.2 million pounds in the same period in 2024). In the year ended December 31, 2024, we sold a total of 172,184 ounces of doré gold bars (compared to 128,230 ounces in 2023) at an average realized gold price per ounce sold, gross of US$2,308 (US$1,944 per ounce in 2023), and 37.0 million pounds of copper contained in concentrate (compared to 36.6 million pounds in 2023). Additionally, we sold 26,598 ounces of gold contained in concentrate at an average realized gold price of US$2,398 per gold ounce sold (US$1,951 per ounce in 2023). We have access to worldwide gold and copper concentrate markets and are not reliant on a specific purchaser for the sale of gold. In 2024, the copper concentrate produced in Aranzazu was sold to Trafigura (94%), and Ocean Partners (6%). See “Risk Factors.”

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Our Markets

Market Overview

As of December 31, 2024, we operated mines in three countries: Brazil, Mexico and Honduras. Additionally, we have three expansion projects in Brazil and one in Colombia and one in Guatemala. During the fiscal year ended December 31, 2024, gold represented 67% of our revenue (compared to 58% in the fiscal year ended December 31, 2023), while copper and gold concentrate revenue represented 33% of the total revenue (compared to 42% in the fiscal year ended December 31, 2023). Auramet International LLC, Asahi Refining and Stonex Commodities DMCC are customers of our Apoena, Almas Minosa Mines business segments. As of December 2024, Trafigura México, S.A. de C.V. is the sole customer for all copper concentrate produced in the Aranzazu Mine.

The table below sets out a breakdown of our revenue by segment for the periods indicated:

 

For the three months ended
March 31,

 

For the years ended
December 31,

   

2025

 

2024

 

2024

 

2023

 

2022

   

(in millions of US$)

Revenue – Aranzazu Mine (Mexico) – Gold ‎and Copper Concentrate

 

50.3

 

44.2

 

196.8‎

 

176.8‎

 

163.8‎

Revenue – Apoena Mine (Brazil) – Gold

 

26.4

 

26.0

 

90.3‎

 

83.8‎

 

120.3‎

Revenue – Almas Mine (Brazil) – Gold

 

37.1

 

24.3

 

129.4‎

 

34.2‎

 

—‎

Revenue – Minosa Mine (Honduras) – Gold

 

48.1

 

37.6

 

177.7‎

 

122.1‎

 

108.6‎

Revenue

 

161.8

 

132.1

 

594.2‎

 

416.9‎

 

392.7‎

Marketing channels

Currently, all gold ingots produced at the Apoena, Almas and Minosa mines are sold directly or indirectly to three customers; and up to 70,000 metric tons per annum of copper concentrates produced at the Aranzazu Mine are sold directly to Trafigura México, S.A. de C.V. These customers represent almost the totality of our revenue for the Minosa, Apoena and Almas mines and the Aranzazu Mine.

Key Market Trends

The mining business is subject to global economic cycles which affect the marketability of products derived from mining. In particular, Gold prices are significantly affected by factors such as US dollar strength, expectations for US inflation and US bond yields, US interest rates cycle, international exchange rates, changes in reserve policy by central banks and global or regional political and economic crises. Due to these factors, the gold price fluctuates continually, and such fluctuations are beyond our control.

Competitive Environment

The precious and base mineral exploration and mining business are competitive. We compete with numerous other companies and individuals in the search for and the acquisition of mineral properties. Our ability to acquire mineral properties in the future will depend not only on our ability to develop our present properties, but also on our ability to select and acquire suitable producing properties or prospects for development or mineral exploration. See “Risk Factors — Risks Relating to Our Business and Industry — Substantial and increasingly intense competition may harm our business.”

Safety Policies

We value safety and have robust management systems in place to ensure the prevention of all workplace incidents. Senior leadership remains deeply involved, convening regular HSE Corporate Committee meetings. Field leadership continues to bolster safety interactions, and the emphasis of the Safety Training Program is on fostering a culture of prevention and enhanced risk perception among workers.

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Environment

Aura’s environmental initiatives include comprehensive efforts to maintain regulatory compliance and foster continuous improvement across its operations, ensuring sustainable growth through the Aura360 strategy. All environmental permits are currently in effect for active operations and construction projects, demonstrating our commitment to regulatory standards.

As part of these ongoing efforts, the construction of the effluent treatment plant at Borborema is advancing as planned. Designed for an average flow rate of 70.0 m³/h, this facility will ensure that all new water input in the production process comes from gray water, following a reverse osmosis treatment. By eliminating the need for water intake from natural sources, this initiative reinforces Aura’s commitment to responsible water management and environmental stewardship.

An important initiative was developed during 2024, the S.I.G.A. — Aura HSE Management System has been revised in its totality and were reinforced in all business units to uphold a standardized approach to HSE performance. The HSE Committee, which includes members of the senior management team, regularly analyzes and follows up on action plans to manage ESH (Environmental, Safety and Health) with KPIs across the corporate level and business units. Key environmental performance indicators are closely monitored to identify opportunities for efficiency improvements and reductions in diesel consumption and waste.

Aura’s Geotechnical Compliance

All of our tailings dams, open pit mines, underground mines, waste dumps and heap leach pads that are currently in operation or that are in care and maintenance are satisfactorily stable and comply with all current legislation and international practices. There are tailings dams at Aranzazu, Apoena and Almas and a heap leach pad at Minosa, each of which follows safety and risk management standards. We are in the process of undertaking studies and implementing dry stack tailings disposal at Matupa and Borborema, which will avoid the need to construct a tailings dam.

The tailings dams and heap leach pad were designed by experienced engineering companies, in accordance with the regulations in force in the areas in which the mines are located and with international best practices. All dams were built with the downstream method and have an operating manual that provides for the frequency of instrumentation reading, level controls, field inspections, among other matters. The data collected from the instruments and inspections are sent monthly to independent specialized consulting companies that evaluate the data and issue compliance reports that indicate safety conditions and recommendations, when necessary. On a monthly basis this information is reviewed by our executive committee. This procedure meets the highest industry standards.

We remain committed to the decommissioning and closure plan for the non-operational Aranzazu dams, in alignment with the Aura 360 initiative focused on social and environmental responsibility. The project is currently underway, with updates on its development and key operational aspects.

Our Suppliers

Dependence on raw materials

We rely on third party suppliers for a number of raw materials, such as water, electrical power, explosives, diesel and chemicals and cement, all of which are readily available.

Relationship with Suppliers

We rely on third-party contractors for several activities, including executing our mine plan and conducting ore and waste extraction in all our operating business units. These contracts are usually executed for a period of 3-5 years, following a competitive process where several companies (including potential new suppliers) participate on a regular basis.

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Price Volatility

Our business is exposed to the cyclicality of global economic activity and requires significant investments of capital. As a mining company, we are a supplier of gold and copper and exposed to macroeconomic and geopolitical events and industrial production. At the same time, investment in mining requires a substantial amount of funds in order to replenish reserves, expand and maintain production capacity, build infrastructure, preserve the environment and minimize social impacts. Sensitivity to macroeconomic and geopolitical events and industrial production, together with the need for significant long term capital investments, are important sources of risk for our financial performance and growth prospects. See “Risk Factors — Risks Relating to Our Business and Industry — Our business is exposed to the cyclicality of global economic activity and requires significant investments of capital.”

Dependence on Patents, Licenses, Contracts and Processes

In Brazil and Honduras, we sell our gold production to three clients, at spot prices and have no exclusivity or minimum supply commitment. In Mexico, we currently have an offtake agreement with Trafigura LLC, which expires in December 2026. See “— Marketing Channels” and “Risk Factors — Risks Relating to Our Business and Industry — Our products are sold to a small number of large customers.”

Seasonality

Our business is not subject to seasonality. With the exception of rainy seasons in Brazil and Honduras, which occasionally can negatively impact productivity, each of our mining properties allows for year-round mining activities.

Operations in Emerging Markets

Due to the risks inherent in mineral production and the desire to organize and structure its affairs in a tax-efficient manner, we hold each of our material properties in a separate corporate entity (through local subsidiary companies in foreign jurisdictions and other holding companies in various jurisdictions).

The risks of the corporate structure of the Company and our subsidiaries are risks that are typical and inherent for entities which have material assets and property interests held indirectly through foreign subsidiaries and located in foreign jurisdictions. Our business and operations in emerging markets are exposed to various levels of political, economic and other risks and uncertainties associated with operating in a foreign jurisdiction such as a difference in law, business culture and practices, banking systems and internal control over financial reporting.

Legal Proceedings

From time to time, we are and may be involved in disputes that arise in the ordinary course of our business. Any claims against us, whether meritorious or not, can be time consuming, result in costly litigation, require significant management time and result in the diversion of significant operational resources.

In 2022 the Quilombola community of Baião in the state of Tocantins made complaints that our gold mining project did not comply with the consultation requirements mandated by ILO Convention 169 (ratified by Brazil in 2004). In December 2022, an investigation by the Tocantins state prosecutor’s office alleged the Company’s failure to engage in proper dialogue with affected communities. The only formally recognized Quilombola community within the legal applicable 10 km radius of the relevant mining project is Lajeado, which was duly consulted in 2011 as part of the project’s licensing process. Notwithstanding, a public civil action was filed in December 2023 by the state prosecutor’s office. In response, we supported the inclusion of all nearby communities, including Baião, in a new consultation process as recommended by INCRA (Instituto Nacional de Colonização e Reforma Agrária). The preliminary injunction to suspend the license was denied at both the first and second judicial instances for lack of evidence. As a result of a conciliation hearing held on March 24, 2025, we formally agreed to all the requests presented by the state prosecutor’s office in view of our Social and Environmental Responsibility Policy. We expect that the prosecutor’s office will respond soon, to proceed with the agreement.

Our subsidiary, Mineradora Apoena S.A., is a party to a criminal proceeding initiated to investigate an alleged offense against urban planning and cultural heritage, as set forth in Article 63 of the Brazilian Environmental Crimes Law (Law No. 9,605/1998), arising from alleged activities carried out by the Mineradora Apoena S.A. in the vicinity

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of the Complexo Arqueológico Histórico das Ruínas de São Francisco located in the municipality of Vila Bela da Santíssima Trindade, State of Mato Grosso. Mineradora Apoena S.A. was acquitted by the lower federal court; however, such decision is still subject to appeal, which is currently pending judgment before the Federal Regional Court of the First Region (Tribunal Regional Federal da 1ª Região).

Our subsidiary Mineradora Apoena S.A. is a party to the Civil Public Action filed by the Brazilian Federal Public Prosecutor’s Office (“MPF”) with the aim of protecting and restoring the cultural heritage located in the region of the Arraial de São Francisco Xavier Archaeological Site, allegedly impacted by the activities carried out by Mineração Apoena S.A. in the Municipality of Vila Bela da Santíssima Trindade (MT), as a result of mining rights proceedings pending before the National Mining Agency (“ANM”) under No. 860.938/1982. First instance judgement granted the MPF’s claim, ordering Apoena to carry out the necessary measures to restore the original state of the surrounding area of the aforementioned archaeological complex, as well as to pay indemnification due to collective moral damages R$100.000,00. In addition, a preliminary injunction was granted to prohibit Apoena from using the surrounding area of the complex, under penalty of a daily fine. Apoena has filed an appeal which is currently pending judgement before the Federal Regional Court of the First Region (Tribunal Regional Federal da 1ª Região).

Our subsidiary Mineradora Apoena S.A. is a party to the Civil Public Action filed by the National Institute of Historic and Artistic Heritage — IPHAN, claiming the company caused degradation to the Arraial de São Francisco Xavier Archaeological Site, which is undergoing the heritage listing process and is of high historical and scientific relevance. IPHAN argues that the Company built a waste deposit in the area without taking the necessary precautions to protect the archaeological heritage. The preliminary injunction was partially granted to uphold the prohibition on the expansion of the waste deposit and any other interventions beyond the area already in use, in order to prevent impacts on structures identified in the Archaeological Report and/or on others that may not yet have been affected. Plaintiff requests company presents and implements a concrete proposal for the socialization of the São Francisco Xavier archaeological site through the development of a “Management Plan,” enabling the management of the historical-archaeological site with the aim of promoting it. Lawsuit awaits first instance judgement.

No penalties or sanctions have been imposed against us (i) by a court relating to securities legislation or (ii) by a securities regulatory authority, nor have we entered into any settlement agreements (a) before a court relating to securities legislation or (b) with a securities regulatory authority, during our most recently completed fiscal year, nor has a court or regulatory body imposed any other penalties or sanctions against us.

Intellectual Property

We rely on a combination of trademark, domain names and trade secret laws, as well as employee and third-party non-disclosure, confidentiality and other types of contractual arrangements to establish, maintain and enforce our intellectual property rights, including with respect to our proprietary rights related to our products and services. In addition, we license technology from third parties.

As of December 31, 2024, we did not own any patents or copyrights. We own a number of trademarks covering various brands, products and services, including “Aura Minerais” and “Aura” and domain names, including “www.auraminerals.com/.”

Employees

As of December 31, 2024, we had 1,394 full-time, permanent employees. The following table presents the breakdown of our full-time, permanent employees (in accordance with department criteria) as of the dates indicated.

 

As of December 31,

Area

 

2024

 

2023

Administrative

 

0

 

225

Officers

 

3

 

3

Specialists

 

69

 

83

Managers

 

43

 

43

Operations

 

1,120

 

803

Supervisors

 

159

 

87

Total

 

1,394

 

1,244

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The following table presents a breakdown of our full-time, permanent employees by geographic location as of the dates indicated.

 

As of December 31,

Region

 

2024

 

2023

Mexico

 

319

 

322

Honduras

 

349

 

346

Brazil

 

720

 

570

United States

 

6

 

6

Total

 

1,394

 

1,244

Relationship with Unions

A considerable number of our employees are represented by unions and subject to collective bargaining agreements. In the years ended December 31, 2024, 2023 and 2022, we did not experience strikes or work stoppages specific to our organization which prevented us from conducting our operations.

Organizational Structure

The table below is a list of our subsidiaries as of the dates indicated:

Entity Name

 

Country

 

Ownership
interest

Aura Minerals Inc

 

British Virgin ‎Islands

 

100

%‎

Newington Corporation S.L.

 

Spain

 

100

%‎

Aranzazu Holding S.A. de C.V.

 

Mexico

 

100

%‎

Vila Bela Participações Ltda.

 

Brazil

 

100

%‎

Apoena Minerals (B.V.I.) Inc.

 

British Virgin ‎Islands

 

100

%‎

Pontes Resources (B.V.I.) Inc.

 

British Virgin ‎Islands

 

100

%‎

Aura Minerals Participações Ltda

 

Brazil

 

100

%‎

Mineração Apoena S.A.

 

Brazil

 

49

%‎

Aura Technical Services Inc.

 

U.S.A.‎

 

100

%‎

Aura Carajas Mineração Ltda

 

Brazil

 

100

%‎

Growth Investment Solutions LLC.

 

U.S.A.‎

 

100

%‎

Aura Almas Mineração S.A.

 

Brazil

 

100

%‎

Aura Matupa Mineração Ltda

 

Brazil

 

100

%‎

Aura Toldafria Ltd

 

British Virgin ‎Islands

 

100

%‎

AM B.V.

 

Netherlands

 

100

%‎

San Andres (B.V.I.) Inc.

 

British Virgin ‎Islands

 

100

%‎

RNC (Honduras) Limited

 

Belize

 

100

%‎

Minerales de Occidente S.A. de C.V.

 

Honduras

 

100

%‎

San Andres (Belize) Limited

 

Belize

 

100

%‎

Azacualpa (B.V.I) Inc.

 

British Virgin ‎Islands

 

100

%‎

Copan (B.V.I.) Inc.

 

British Virgin ‎Islands

 

100

%‎

Borborema Inc.

 

British Virgin ‎Islands

 

100

%‎

Borborema LLC

 

U.S.A

 

100

%‎

Crusader do Brasil Mineração Ltda.

 

Brazil

 

100

%‎

Cascar do Brasil Mineração Ltda.

 

Brazil

 

100

%‎

Crusader Nordeste Mineração Ltda.

 

Brazil

 

100

%‎

Bluestone Resources Inc.

 

Canada

 

100

%‎

Bluestone Guatemala Holdings Ltd.

 

Canada

 

100

%‎

Basalt Holdings Ltd.

 

Barbados

 

100

%‎

Between Oceans Holdings Ltd.

 

Barbados

 

100

%‎

Elevar Resources S.A.

 

Guatemala

 

100

%‎

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Mining Properties

This prospectus refers to estimated mineral reserves and mineral resources, including inferred mineral resources, indicated mineral resources, measured mineral resources, probable mineral reserves and proven mineral reserves. See “Scientific and Technical Information — Certain Definitions” for the definition of those terms. Unless the context otherwise requires, all references in this prospectus to “qualified person(s)” are to qualified persons as defined in S-K 1300. Our disclosure relating to exploration results, mineral resources, mineral reserves and exploration targets is based on supporting documentation prepared by qualified persons. Technical report summaries for each of our material mining operations have been prepared by qualified persons, as described herein, and are included as exhibits to the registration statement of which this prospectus forms a part.

Overview

Aura is a mid-tier gold and copper production company focused on the operation and development of gold and copper projects in the Americas. We have the following mineral properties:

Production Stage Mines

        The Minosa Mine (“Minosa”, “Minosa Mine”, the “Minosa Project”) — is an open-pit heap leach gold mine located in the highlands of western Honduras. The mine is situated in the municipality of La Union, Department of Copan, approximately 150 km southwest of the city of San Pedro Sula. The mine’s surface and mineral rights are owned by Minerales de Occidente, S.A. de C.V., or “Minosa”, a wholly owned indirect subsidiary of Aura existing under the laws of Honduras. For more information, see “— Individual Property Disclosure — The Minosa Mine.”

        The Apoena Mine (“Apoena”) — is a mining complex located in the southwest of Mato Grosso state, near Pontes e Lacerda in Brazil, which consists of the following gold deposits: Lavrinha open-pit mine (“Lavrinha”), the Ernesto open-pit mine (“Ernesto”), the Japonês open-pit mine, the Nosde open-pit mine, and several other near mine open-pit prospects including Bananal North, Bananal South, Japonês West, and Pombinhas, among others. The mining rights are (legally or beneficially) held by Mineração Apoena S.A. (Apoena), a company wholly owned by Aura. For more information, see “— Individual Property Disclosure — The Apoena Mine.”

        The Aranzazu Mine (“Aranzazu Property” or “Aranzazu Mine”) — is an underground copper mine that produces gold and silver as a by-product. It is located within the Municipalities of Concepcion del Oro and Mazapil in the State of Zacatecas, Mexico, near the northern border with the State of Coahuila. The property is situated in a rugged mountainous area and can be accessed from either the city of Zacatecas, located 250 km to the southwest, or from the city of Saltillo, located 112 km to the northeast in the State of Coahuila. We own the mining rights over the Aranzazu Property through our direct and indirect interest (via our 100% owned subsidiary Newington Corporation S.L.) in the capital stock of our Mexican subsidiary, Aranzazu Holding S.A. de C.V. (Aranzazu Holding), which in turn holds 100% of the mining rights over the Aranzazu Mine. For more information, see “— Individual Property Disclosure — The Aranzazu Mine.”

        The Almas Mine (“Almas”) — is a gold mine located in the state of Tocantins, Brazil. It comprises three deposits: Paiol, Vira Saia, and Cata Funda — along with several exploration targets such as Nova Prata/Espinheiro, Jacobina, and Morro do Carneiro, spread across a total area of 191,100 hectares of mineral rights. Our mineral rights cover the principal areas of interest, including the Paiol and Cata Funda gold deposits, which are controlled, respectively, by two Mining Concessions (9,137 ha). The Vira Saia deposit is held by two Mining Concession Applications (4,483.75 ha) submitted on March 5, 2013. For more information, see “— Individual Property Disclosure — The Almas Mine.”

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Projects in Development

        Borborema Project (“Borborema”) — is a greenfield open pit gold project, located in the municipality of Currais Novos, Rio Grande do Norte state, in the northeast of Brazil. Aura completed a Feasibility Study in August 2023 for this project, which indicated anticipated production of 748,000 ounces of gold over an 11.3-year mine life, with possibilities for even greater output. This project has probable mineral reserves of 812,000 oz gold, and a mineral resource profile that consists of 63.7 Mt at average grades of 1.01 g/t for 2,077 koz of indicated mineral resources (inclusive of probable mineral reserves) and 10.9 Mt at average grade of 1.13 g/t for 393 koz of inferred mineral resources. We have undertaken initial measures to start obtaining permits to move a road which crosses a portion of the deposit. Upon the road’s successful relocation, there would exist the potential to convert additional indicated mineral resources into probable mineral reserves (in addition to the current probable mineral reserves), depending on certain factors, such as gold price and exchange rate, among others. We now hold 100% of the shares of Borborema Inc., which indirectly owns Borborema and envisions the project to be economically strong and also a testament to its strategic growth in Brazil’s mining landscape. For more information, see “— Individual Property Disclosure — Borborema Project.”

        Matupá Project (“Matupa”) — is a gold project located in the northern part of the state of Mato Grosso, Brazil and consists of three deposits: X1, Serrinhas (gold), and Guarantã Ridge (base metal). The main focus for exploration was the X1 deposit, a 350-meter-long target which resulted in an established mineral resource and a NI 43-101 compliant technical report. The Matupá Project’s claims consist of multiple exploration targets, including a copper porphyry target, within a total mineral rights area of 62,500 hectares. Aura holds the mineral rights for nine properties, of which three cover an area of 15,333.81 hectares (“ha”) located within an existing Mining Concession (X1 Deposit, Serrinhas and Guarantã Ridge Targets). The other six properties totaling 47,172.65 ha are under an Exploration Permit. The Property totals 62,506.46 hectares in the Alta Floresta Gold Province. For more information, see “— Individual Property Disclosure — Matupá Project.”

        Era Dorada Project (“Era Dorada”) — is a near-surface gold deposit located in Jutiapa, Guatemala. There are two possible options for this project, including an underground project and an open pit project. Within the Era Dorada Project, Aura also owns the Mita Geothermal project, which is an advanced-stage, renewable energy project licensed to produce up to 50 megawatts of power. Following our acquisition of Bluestone Resources, we hold 100% of the interest in this project. For more information, see “— Individual Property Disclosure — Era Dorada Project.”

Other Projects and Mines

        Aura Carajás (“Serra da Estrela Project”) — is a permitted exploration target of 9,805 hectares, located in the State of Para, Brazil, Carajás area. The area includes iron oxide copper gold (“IOCG”) mineralization targets along a 6 km strike with copper surface anomalies of up to 500ppm Cu and has nine historical exploration holes totaling 2,552 meters with positive intercepts showing mineralization. Aura acquired exploration rights and options to test for continuity and economic grades in the target area. For more information, see “— Individual Property Disclosure — Serra da Estrela Project (Aura Carajás).”

        São Francisco Gold Mine (“São Francisco”) — is part of Apoena and is an open-pit heap leach gold mine located in the southwest of the state of Mato Grosso, Brazil, approximately 560 km west of Cuiaba, the state capital. Currently, the mine is under care and maintenance and held for sale. We have existing surface rights over most of the project area either via direct ownership or agreements with landowners. There are no communities or permanent dwellings within the complex footprint.

        Tolda Fria Gold Project (“Tolda Fria”) — is gold project located in the department of Caldas, Colombia. This project has a total of 6,624 hectares in rights minerals and we have been generating potential targets through early-stage exploration. Currently, this project is under care and maintenance. Through our subsidiaries we acquired 100% of the interest in this project. For more information, see “— Individual Property Disclosure — Tolda Fria.”

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Map

Our mines are located throughout the Americas, as shown in the map below.

The following tables set out our mineral reserves and mineral resources by material property as of the dates indicated.

Measured and Indicated Exclusive Mineral Resource Estimates (as of December 31, 2024)

Gold

       

Measured

 

Indicated

 

Measured & Indicated

Property

 

Deposit

 

Tones
(Kt)

 

Au
(g
/t)

 

Au
(oz)

 

Tones
(Kt)

 

Au
(g
/t)

 

Au
(oz)

 

Tones
‎‎(Kt)

 

Au
(g
/t)

 

Au
(oz)

Almas(24)-(30)

 

Paiol

 

2,948

 

0.51

 

‎49,000‎

 

‎ 6,591‎

 

‎0.68‎

 

‎144,000‎

 

‎ 9,539 ‎

 

‎0.63‎

 

‎193,000‎

Almas(24)-(30)

 

Cata ‎Funda

 

‎228

 

‎1.47‎

 

‎11,000‎

 

‎293‎

 

‎1.22‎

 

‎11,000‎

 

‎520‎

 

‎1.33‎

 

‎22,000‎

Almas(24)-(30)

 

Vira Saia

 

‎501‎

 

‎0.86‎

 

‎14,000‎

 

‎ 2,306

 

‎0.68‎

 

‎50,000‎

 

‎ 2,806 ‎

 

‎0.71‎

 

‎64,000‎

Aranzazu(15)-(23)

 

Aranzazu

 

‎6,069‎

 

‎0.80‎

 

‎155,000‎

 

‎4,167‎

 

‎0.47‎

 

‎64,000‎

 

‎10,236‎

 

‎0.67‎

 

‎219,000‎

Minosa(6)-(14)

 

San Andres

 

‎1,457‎

 

‎0.34‎

 

‎16,000‎

 

‎24,218‎

 

‎0.40‎

 

‎310,000‎

 

‎25,675‎

 

‎0.40‎

 

‎326,000‎

Apoena(37)-(46)

 

Nosde-‎Lavrinha

 

‎125‎

 

‎0.62‎

 

‎2,500‎

 

‎1,641‎

 

‎0.94‎

 

‎49,640‎

 

‎1,766‎

 

‎0.92‎

 

‎52,150‎

Apoena(37)-(46)

 

Ernesto

 

‎—‎

 

‎—‎

 

‎—‎

 

‎51‎

 

‎0.81‎

 

‎1,332‎

 

‎51‎

 

‎0.81‎

 

‎1,332‎

Apoena(37)-(46)

 

Ernesto ‎Lavrinha ‎Connection

 

‎—‎

 

‎—‎

 

‎—‎

 

‎649‎

 

‎1.05‎

 

‎22,000‎

 

‎649‎

 

‎1.05‎

 

‎22,000‎

Apoena(37)-(46)

 

Pau-A-‎Pique

 

‎242‎

 

‎3.19‎

 

‎24,850‎

 

‎602‎

 

‎2.71‎

 

‎52,450‎

 

‎844‎

 

‎2.95‎

 

‎77,300‎

Apoena(37)-(46)

 

Japonês

 

‎—‎

 

‎—‎

 

‎—‎

 

‎38‎

 

‎1.12‎

 

‎1,350‎

 

‎38‎

 

‎1.12‎

 

‎1,350‎

Matupa(47)-(53)

 

X1‎

 

‎74‎

 

‎0.61‎

 

‎1,440‎

 

‎344‎

 

‎0.61‎

 

‎6,700‎

 

‎418‎

 

‎0.61‎

 

‎8,160‎

Borborema(31)-(36)

 

Borborema

 

‎—‎

 

‎—‎

 

‎—‎

 

‎37,700‎

 

‎0.97‎

 

‎1,085,00‎‎0‎

 

‎37,700‎

 

‎0.97‎

 

‎1,085,000‎

Era Dorada(54)-(60)

 

Era Dorada

 

30‎

 

5.35‎

 

5108

 

6,349

 

9.31

 

1,901,000

 

6,379

 

9.29

 

1,906,108

Total

     

11,647

 

‎0.74‎

 

278,898

 

84,949

 

1.35

 

3,698,472

 

96,621

 

1.28

 

3,977,400

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Copper

       

Measured

 

Indicated

 

Measured & Indicated

Property

 

Deposit

 

Tones
(Kt)

 

Cu
(%)

 

Cu
(Klbs)

 

Tones
(Kt)

 

Cu
(%)

 

Cu
(Klbs)

 

Tones
(Kt)

 

Cu
(%)

 

Cu
(Klbs)

Aranzazu(15)-(23)

 

Aranzazu

 

6,069

 

1.06

 

141,893

 

4,167

 

0.81

 

74,710

 

10,236

 

0.96

 

216,603

Total

     

6,069

 

1.06

 

141,893

 

4,167

 

0.81

 

74,710

 

10,236

 

0.96

 

216,603

Silver

       

Measured

 

Indicated

 

Measured & Indicated

Property

 

Deposit

 

Tones
(Kt)

 

Ag
(g
/t)

 

Ag
(oz)

 

Tones
(Kt)

 

Ag
(g
/t)

 

Ag
(oz)

 

Tones
(Kt)

 

Ag
(g
/t)

 

Ag
(oz)

Aranzazu(15)-(23)

 

Aranzazu

 

6,069

 

17.00

 

3,262

 

4,167

 

14.00

 

1,915

 

10,236

 

16.00

 

5,178

Matupa(47)-(53)

 

X1

 

74

 

2.69

 

6

 

344

 

3.39

 

38

 

418

 

3.27

 

44

Era Dorada(54)-(60)

 

X1

 

30‎

 

22.59‎

 

22‎

 

6,349

 

31.54

 

6,439

 

6,379

 

31.50

 

6,461

Total

     

6,173

 

16.58

 

3,290

 

10,860

 

24.04

 

8,392

 

17,033

 

21.33

 

11,683

____________

Notes:

(1)      S-K 1300 definitions were used to estimate Mineral Resources.

(2)      The Mineral Resource estimate is reported on a 100% ownership basis.

(3)      Mineral Resources are exclusive to Mineral Reserves. Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability.

(4)      The estimate of Mineral Resources may be materially affected by environmental, permitting, legal, marketing, or other relevant issues.

(5)      Contained metal figures may not add due to rounding.

(6)      The Qualified Person for, San Andres (Minosa) is SLR consulting (Canada) Ltd.

(7)      The effective date of Mineral Resources for San Andres (Minosa) mine is December 31, 2024.

(8)      Mineral Resources are contained within a pit shell and are estimated in situ.

(9)      Mining dilution, mining losses, or process losses were not applied in estimating Mineral Resources.

(10)    Mineral Resources are estimated at a cut-off grade of 0.187 g/t Au Oxide and 0.291 g/t Au Mix. Metallurgical recovery is 70% for oxide material and 45% for mixed material.

(11)    Mineral Resources are estimated using a long-term gold price of US$2,200 per ounce.

(12)    A minimum mining width of 6 m was used. The Mineral Resources are also constrained by a 50 m exclusion zone along the Agua Caliente River,

(13)    Bulk density is estimated by lithology and averages 2.38 g/cm3.

(14)    Surface topography as of December 31, 2024, and a 200m river offset restrictions have been imposed in San Andres.

(15)    The Qualified Person for Aranzazu, mine is SLR consulting (Canada) Ltd.

(16)    The effective date of Mineral Resources for Aranzazu mine is December 31, 2024.

(17)    Mineral Resources are reported on an in-situ basis without applying mining dilution, mining losses, or process losses.

(18)    Mineral Resources are estimated at an NSR cut-off value of $50/t.

(19)    Mineral Resources are estimated using long-term price of US$2,000 per ounce of gold, US$4.20 per pound of copper, US$25 per ounce of silver, , and a US$/MXN exchange rate of 1:20.5.

(20)    Metallurgical recoveries are 91.3% for Cu, 79.5% for Au, and 62.8% for Ag. The figures only consider material classified as sulphide mineralization for Aranzazu.

(21)    The NSR formula is as follows: NSR = 74.553 x Cu (%) + 47.932 x Au (g/t) + 0.431 x Ag (g/t).

(22)    A minimum mining width of 2.0 m was used.

(23)    Estimated bulk density ranges between 2.03 t/m3 and 5.51 t/m3.

(24)    The Qualified Person for Almas mine is SLR consulting (Canada) Ltd,

(25)    The effective date of Mineral Resources for Almas mine is December 31, 2024.

(26)    Mineral Resources are reported from optimized pit shells and are estimated in situ.

(27)    Mineral Resources are estimated at a cut-off grade of 0.31 g/t Au for Paiol, 0.34 g/t Au for Cata Funda, and 0.32 g/t Au for Vira Saia.

(28)    Mineral Resources are estimated using a long-term gold price of US$2,500 per ounce.

(29)    A minimum mining width of five metres was used.

(30)    Bulk density is 2.75 t/m3 for Paiol, 2.71 t/m3 for Cata Funda, and 2.63 t/m3 for Vira Saia.

Metallurgical recovery is 92% for high-grade (Au≥0.90 g/t) material, 90% for medium-grade (0.70≤Au<0.89 g/t), and 6% for low-grade (0.34≤Au<0.69 g/t).

(31)    The Qualified Person for Borborema Mineral Resources is Erik Ronald, P. Geo (PGO #3050), Principal Consultant with SRK Consulting (U.S.), Inc. based in Denver, USA.

(32)    The effective date of Mineral Resources for Borborema mine is January 31, 2023.

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(33)    Mineral Resources have been categorized subject to the opinion of a Qualified Person based on the quality of informing data for the estimate, consistency of geological/grade distribution, data quality, and have been validated using visual and statistical analyses.

(34)    The economic CoG for Mineral Resources is 0.33 g/t Au based on the long-term outlook sale price of US$1,800/troy ounce of gold, 92.1% recovery, average mining costs of US$2.00/t, processing costs of US$14.82/t, G&A of US$1.38, and sustaining capital costs of US$0.62/t.

(35)    An overall 61° (east side) and 37° (west side) pit slope angle, 0% mining dilution, and 100% mining recovery have been used.

(36)    Mineral Resources were reported above the economic 0.33 g/t Au CoG and are constrained by an optimized resource pit shell with all material categorized as mineral reserves excluded from the resource calculation. The quantity of Indicated mineral resources listed above represents the Indicated mineral resources located outside the mineral reserve pit shell. The quantity of Inferred mineral resources represent Inferred located within the reserve pit shell and the resource pit shell. Inferred mineral resources are not considered to be of sufficient confidence for the application of reserve modifying factor

(37)    The Qualified Person for Apoena mines is Farshid Ghazanfari, P.Geo. Aura’s Mineral Resource and Geology Manager

(38)    The effective date of Mineral Resources for Apoena mine is December 31, 2024. The effective date of Mineral Resources and Mineral Reserve in the technical report for Apoena mines is October 31, 2023. Since then, we had additional exploration drilling and also mining activities in the Apoena mines. The changes since the effective date of the technical report are not material.

(39)    Mineral Resources are reported from optimized pit shells for open pit mines and are estimated in situ.

(40)    Mineral Resources are estimated based on a long-term gold price of US$2,200 per ounce for Nosde-Lavrinha and Ernesto open pit mines.

(41)    Mineral Resources are estimated based on a long-term gold price of US$1,900 per ounce for Japones and Ernesto-Lavrinha Connection open pit mines.

(42)    Mineral Resources are estimated using a long-term gold price of US$1,750 per ounce for Pau-a-pique underground mine.

(43)    The Mineral Resource is based on a cut-off grade of 1.34g/t Au and minimum width of 2m in Pau-A-Pique mine (EPP).

(44)    Mineral Resources are estimated in-situ from the 410m EL to the 65m EL, or from approximately 30m depth to 500m depth from surface in Pau-A-Pique mine (EPP).

(45)    Surface topography was based on December 31, 2024 in EPP Mine except Pau-A-Pique mine.

(46)    Density models based on rock types were used for volume to tonnes conversion with resources averaging 2.78 tonnes/m3 in Nosde-Lavrinhas mines for schist and 2.71 tonnes/m3 for meta-arenite and 2.77 tonnes/m3 in Pau-A-Pique mine, 2.65 tonnes/m3 in Ernesto mine, 2.76 tonnes/m3 in Japonês mine.

(47)    The Qualified Person for Matupa project is Farshid Ghazanfari, P.Geo. Aura’s Mineral Resource and Geology Manager

(48)    The effective date of Mineral Resources for Matupa project is August 31, 2022. and is 100% attributable to Aura.

(49)    Mineral Resources are reported from optimized pit shells for open pit mines and are estimated in situ.

(50)    The Measured and Indicated in situ Mineral Resources are contained within a limiting pit shell (using a gold price of US$1,800 per ounce Au) in Matupá.

(51)    The base case cut-off grade for the estimate of Mineral Resources is 0.35 g/t Au in Matupá.

(52)    The metallurgical recovery is estimated to be 93.2% for gold ascertained from metallurgical tests

(53)    Surface topography used in the models was surveyed July 31, 2021.

(54)    Era Dorada project mineral resource estimates have been prepared by Kirkham Geosystems Ltd., a Qualified Person as defined by S-K 1300.

(55)    The Mineral Resource estimate is reported on a 100% ownership basis.

(56)    Underground mineral resources are reported at a cut-off grade of 2.25 g Au/t. Cut-off grades are based on a assumed metal prices of US$2,500/oz gold and US$28/oz silver, and assumed metallurgical recovery, mining, processing, and G&A costs.

(57)    Mineral Resources are reported without applying mining dilution, mining losses, or process losses.

(58)    Resources are constrained within underground shapes based on reasonable prospects of economic extraction, in accordance with S-K 1300. Reasonable prospects for economic extraction were met by applying mining shapes with a minimum mining width of 2.0 m, ensuring grade continuity above the cut-off value, and by excluding non-mineable material prior to reporting.

(59)    Metallurgical recoveries reported as the average over the life of mine and are assumed to be 96% Au and 85% Ag, respectively.

(60)    Bulk density is estimated by lithology and averages 2.47, 2.57 and 2.54 g/cm3 for the Salinas, Mita and mineralized vein domains, respectively. Stockpile mineral resources are based on unconsolidated specific gravity of 2.0 gm/mm3 along with gold and silver grades and metal content.

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Proven & Probable Mineral Reserve Estimates (as of December 31, 2024)

Gold

Property

 

Deposit

 

Tones
(Kt)

 

Proven
Au
(g
/t)

 

Au
(oz)

 

Tones
(Kt)

 

Probable
Au
(g
/t)

 

Au
(oz)

 

Proven & Probable

Tones
(Kt)

 

Au
(g
/t)

 

Au
(oz)

Almas(23)-(32)

 

Paiol

 

5,950

 

1.04

 

198,000

 

7,514

 

1.20

 

290,000

 

13,464

 

1.13

 

488,000

Almas(23)-(32)

 

Cata Funda

 

456

 

1.80

 

26,000

 

267

 

1.41

 

12,000

 

723

 

1.66

 

38,000

Almas(23)-(32)

 

Vira Saia

 

1,133

 

1.16

 

42,000

 

2,019

 

0.95

 

61,000

 

3,152

 

1.02

 

104,000

Almas(23)-(32)

 

Heap Leach & Low Grade Stockpile

 

2,369

 

0.58

 

44,000

 

 

 

 

2,369

 

0.58

 

44,000

Aranzazu(13)-(22)

 

Aranzazu

 

6,783

 

0.73

 

158,000

 

4,690

 

0.52

 

79,000

 

11,473

 

0.64

 

237,000

Minosa(6)-(12)

 

San Andres

 

8,674

 

0.36

 

101,495

 

21,981

 

0.46

 

327,692

 

30,655

 

0.44

 

429,187

Apoena(33)-(40)

 

Nosde-Lavrinha

 

2,245

 

0.74

 

53,503

 

7,3

 

1.06

 

250,755

 

9,634

 

0.98

 

304,258

Apoena(33)-(40)

 

Ernesto

 

 

 

 

89

 

1.11

 

8,656

 

243

 

1.11

   

Apoena(33)-(40)

 

Ernesto-Lavrinha Connection

 

 

 

 

243

 

0.95

 

24,500

 

801

 

0.95

 

24,500

Apoena(33)-(40)

 

Pau-A-Pique

 

 

 

 

801

 

 

 

 

 

Apoena(33)-(40)

 

Japonês

 

 

 

 

245

 

1.04

 

8,200

 

245

 

1.04

 

8,200

Matupa(41-47)

 

X1

 

3,799

 

1.31

 

160,004

 

4,685

 

0.99

 

149,120

 

8,485

 

1.13

 

309,124

Borborema(48)-(53)

 

Borborema

 

 

 

 

22,455

 

1.12

 

812,000

 

22,455

 

1.12

 

812,000

Total

     

31,409

 

0.78

 

783,002

 

72,289

 

0.87

 

2,022,923

 

103,699

 

0.84

 

2,806,925

Copper

Property

 

Deposit

 

Tones
(Kt)

 

Proven
Cu
(%)

 

Cu
(Klbs)

 

Tones
(Kt)

 

Probable
Cu
(%)

 

Cu
(Klbs)

 

Tones
(Kt)

 

Proven & Probable

Cu
(%)

 

Cu
(Klbs)

Aranzazu(13)-(22)

 

Aranzazu

 

6,783

 

1.10

 

164,132

 

4,690

 

0.97

 

99,970

 

11,473

 

1.04

 

264,102

Total

     

6,783

 

1.10

 

164,132

 

4,690

 

0.97

 

99,970

 

11,473

 

1.04

 

264,102

Silver

Property

 

Deposit

 

Tones
(Kt)

 

Proven
Ag
(g/t)

 

Ag
(Koz)

 

Tones
(Kt)

 

Probable
Ag
(g/t)

 

Ag
(Koz)

 

Tones
(Kt)

 

Proven & Probable

Ag
(g/t)

 

Ag
(Koz)

Aranzazu(13)-(22)

 

Aranzazu

 

6,783

 

16.00

 

3,519

 

4,690

 

17.00

 

2,611

 

11,473

 

17.00

 

6,129

Total

     

6,783

 

16.00

 

3,519

 

4,690

 

17.00

 

2,611

 

11,473

 

17.00

 

6,129

____________

Notes:

(1)      S-K 1300 definitions were used to estimate Mineral Resources.

(2)      Mineral Reserves are the economic portion of the Measured and Indicated Mineral Resources. Mineral Reserve estimates include mining dilution and mining recovery. Mining dilution and recovery factors vary with specific reserve sources and are influenced by several factors including deposit type, deposit shape and mining methods.

(3)      The estimate of Mineral Reserves may be materially affected by environmental, permitting, legal, marketing, or other relevant issues.

(4)      The disclosure of the Mineral Reserve estimates and related scientific and technical information for the Aranzazu, San Andres, and Almas Mines has been prepared by qualified persons employed by SLR, as a company whose primary business is providing engineering or geoscientific services and qualified to sign each respective technical report under S-K 1300.

(5)      Contained metal figures may not add due to rounding

(6)      The effective date of SanAndres (Minosa) Mineral Reserve is December 31, 2024.

(7)      Mineral Reserves are estimated based on 100% ownership and using an average long-term gold price of US$2,000 per ounce

(8)      Mineral Reserves are reported from the final pit design and estimated in situ.

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(9)      Mineral Reserves are reported as Run-of-Mine (ROM) material, reflecting ore delivered directly to the processing facility prior to crushing or beneficiation, after applying dilution (5%), mining recovery (95%), and operational adjustments incorporated into the final pit design. These adjustments include considerations for minimum mining widths, ramp placements, and geotechnical constraints to ensure practical mineability.

(10)    The bulk density of ore is variable and applied in the geological block model; it averages 2.7 t/m³.

(11)    The metallurgical recovery is 70% and 45% for Oxides and Mixed materials, respectively.

(12)    Surface topography as of December 31, 2024, and a 200m river offset restrictions have been imposed, in San Andres.

(13)    The effective date Aranzazu Mineral Reserve is December 31, 2024.

(14)    The Mineral Reserve estimate is reported on a 100% ownership basis.

(15)    Mineral Reserves are reported on an in-situ basis after applying dilution and mining recovery.

(16)    Mineral Reserves are estimated at an NSR cut-off value of US$66.48/tonne.

(17)    Mineral Reserves are estimated using an average long-term price of US$2,000/oz Au, US$4.20/lb. Cu, and US$25.00/oz

(18)    Ag, metallurgical recoveries of 91.3% Cu, 79.5% Au, and 62.8% Ag, and a US$/MXN exchange rate of 1:20.5.

(19)    The NSR formula is as follows: NSR = 74.553 x Cu (%) + 47.932 x Au (g/t) + 0.431 x Ag (g/t).

(20)    A minimum mining width of 2.0 m was used.

(21)    Bulk density is estimated and has an average value of 3.08 t/m3.

(22)    Metallurgical recoveries reported as average over the life of mine.

(23)    The effective date Almas Mineral Reserve is December 31, 2024.

(24)    Mineral Reserves are reported on an in-situ basis after applying dilution and mining recovery.

(25)    Mineral Reserves are 100% attributable to Aura.

(26)    Bulk density is 2.75 t/m3 for Paiol, 2.64 t/m3 for Vira Saia and 2.67 t/m3 for Cata Funda.

(27)    Mineral Reserves are reported on an in situ basis after applying dilution and mining recovery.

(28)    Mineral Reserves are estimated using a cut-off grade of 0.38 g/t Au for Paiol, 0.40 g/t Au for Vira Saia and 0.42 g/t Au for Cata Funda.

(29)    Metallurgical recovery is 92% for high-grade material, 90% for medium-grade, and 86% for low-grade and stockpiles.

(30)    Low-grade material: 0.34≤Au<0.69; medium-grade: 0.70≤Au<0.89; high-grade: Au≥0.90. All grades in g/t.

(31)    Mineral Reserves are estimated using an average long-term price of $2,000/oz Au.

(32)    Surface topography based on December 31, 2024 in Almas.

(33)    The Mineral Reserve estimate for the Apoena Mines was prepared under the supervision Farshid Ghazanfari, P.Geo. as a Qualified Person as defined by S-K 1300, qualified to execute the EPP Technical Report under S-K 1300. Mr. Farshid Ghazanfari is the Geology and Mineral Resources Manager for the Company.

(34)    The effective date Apoena mines Mineral Reserve is December 31, 2024. The effective date of Mineral Resources and Mineral Reserve in the technical report for Apoena mines is October 31, 2023. Since then, we had additional exploration drilling and also mining activities in the Apoena mines. The changes since the effective date of the technical report are not material.

(35)    The Mineral Reserve estimate is reported on a 100% ownership basis.

(36)    Mineral Reserves are reported on an in-situ basis after applying dilution and mining recovery.

(37)    Nosde-Lavrinha mine mineral Reserves are confined within an optimized pit shell that uses the following parameters: gold price 2,000 US$, exchange rate of 5.30 Brazilian Real: US$1.00; total process cost: US$13.32/t; mining costs: US$2.16/t, general and administrative costs: US$4.42/t; sustaining costs: US$0.33/t processed; metallurgical recovery of 93.5%; mining recovery 95% for meta arenite and 98% for schist, mining dilution of 20%; overall slope angle 38°. The cut-off grade for the estimate of mineral resources is 0.47 g/t Au.

(38)    Ernesto Mineral Reserves are estimated using pit designs which have been optimized using only Indicated Resources at $2,000/oz. gold price. Mineral Reserves were estimated at a cut-off grade of 0.47 g/t Au and applying 20% dilution factor with 98% mining recovery.

(39)    Japones and Ernesto-Lavrinha Connection Mineral Reserves are estimated designed pit using only Measured and Indicated resources, which has been optimized using US$1,700/oz. gold price. Mineral Reserves were estimated at cut-off grade of 0.47 g/t Au and applying 40% dilution factor and 98% mining recovery.

(40)    Surface topography based on December 31, 2024 in Apoena Mines.

(41)    Mineral Reserve estimates for the Matupá Gold Project was prepared under the supervision of Luiz Pignatari, P.Eng. as a Qualified Person as defined by S-K 1300, qualified to execute the Matupá Technical Report under S-K 1300.

(42)    The effective date Matupa Mineral Reserve is August 31, 2022.

(43)    The Mineral Reserve estimate is reported on a 100% ownership basis.

(44)    Mineral Reserves are reported on an in-situ basis after applying dilution and mining recovery.

(45)    The Mineral Reserve Estimate is based on an updated optimized shell using US$1,500/oz gold price, average dilution of 3%, mining recovery of 100% and break-even cut off grades of 0.35 g/t Au for X1 pit.

(46)    The metallurgical recovery is estimated to be 93.2% for gold ascertained from the Consolidations tests

(47)    Surface topography as of July 31, 2021, in Matupá.

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(48)    The Qualified Person for the Borborema Reserve Estimate is Bruno Yoshida Tomaselli, B.Sc., FAusIMM, an employee of Deswik.

(49)    The effective date Borborema Mineral Reserve is July 31, 2023.

(50)    The Mineral Reserve estimate is reported on a 100% ownership basis.

(51)    Mineral Reserves are reported on an in-situ basis after applying dilution and mining recovery.

(52)    Mineral Reserves are confined within an optimized pit shell that uses the following parameters: gold price including refining costs US$1,472/oz; mining costs US$2.40/t weathered material, US$2.80/t waste fresh rock, US$3.20/t ore fresh rock; processing costs US$14.82/t processed; general and administrative costs US$2.8 M/a; sustaining costs US$0.62/t processed; process recovery of 92.1%; mining dilution of 5%; ore recovery of 95%; and pit inter-ramp angles that range from 36 – 64°.

(53)    Surface topography as of July 31, 2023, in Borborema.

Inferred Mineral Resource Estimates (as of December 31, 2024)

Gold

     

Inferred

Property

 

Deposit

 

Tones
(Kt)

 

Au
(g
/t)

 

Au
(oz)

Almas(24)-(30)

 

Paiol

 

2,606

 

0.77

 

65,000

Almas(24)-(30)

 

Cata Funda

 

599

 

1.30

 

25,000

Almas(24)-(30)

 

Vira Saia

 

357

 

0.91

 

10,000

Aranzazu(15)-(23)

 

Aranzazu

 

5,623

 

0.44

 

78,808

Minosa(6)-(14)

 

San Andres

 

8,550

 

0.45

 

123,000

Apoena(37)-(46)

 

Nosde-Lavrinha

 

1,649

 

1.69

 

89,809

Apoena(37)-(46)

 

Ernesto

 

472

 

2.32

 

35,230

Apoena(37)-(46)

 

Ernesto-Lavrinha Connection

 

99

 

0.87

 

2,770

Apoena(37)-(46)

 

Pau-A-Pique

 

71

 

2.47

 

5,660

Apoena(37)-(46)

 

Japonês

 

4

 

1.37

 

190

Matupa(47)-(53)

 

X1

 

78

 

0.78

 

1,950

Borborema(31)-(36)

 

Borborema

 

10,900

 

1.13

 

393,000

Era Dorada(54)-(60)

 

Era Dorada

 

605

 

6.02

 

117,000

Total

     

31,614

 

0.93

 

947,417

Copper

     

Inferred

Property

 

Deposit

 

Tones
(Kt)

 

Cu
(%)

 

Cu
(Klbs)

Aranzazu(15)-(23)

 

Aranzazu

 

5,623

 

0.82

 

101,897

Total

     

5,623

 

0.82

 

101,897

Silver

     

Inferred

Property

 

Deposit

 

Tones
(Kt)

 

Ag
(g
/t)

 

Ag
(Koz)

Aranzazu(15)-(23)

 

Aranzazu

 

5,623

 

14.00

 

2,496

Matupa(47)-(53)

     

78

 

1.25

 

3

Era Dorada(54)-(60)

 

Era Dorada

 

602

 

19.68

 

383

Total

     

6,303

 

14.22

 

2,882

____________

Notes:

(1)      S-K 1300 definitions were used to estimate Mineral Resources.

(2)      The Mineral Resource estimate is reported on a 100% ownership basis.

(3)      Mineral Resources are exclusive to Mineral Reserves. Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability.

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(4)      The estimate of Mineral Resources may be materially affected by environmental, permitting, legal, marketing, or other relevant issues.

(5)      Contained metal figures may not add due to rounding.

(6)      The Qualified Person for, San Andres (Minosa) is SLR consulting (Canada) Ltd.

(7)      The effective date of Mineral Resources for San Andres (Minosa) mine is December 31, 2024.

(8)      Mineral Resources are contained within a pit shell and are estimated in situ.

(9)      Mining dilution, mining losses, or process losses were not applied in estimating Mineral Resources.

(10)    Mineral Resources are estimated at a cut-off grade of 0.187 g/t Au Oxide and 0.291 g/t Au Mix. Metallurgical recovery is 70% for oxide material and 45% for mixed material.

(11)    Mineral Resources are estimated using a long-term gold price of US$2,200 per ounce.

(12)    A minimum mining width of 6 m was used. The Mineral Resources are also constrained by a 50 m exclusion zone along the Agua Caliente River,

(13)    Bulk density is estimated by lithology and averages 2.38 g/cm3.

(14)    Surface topography as of December 31, 2024, and a 200m river offset restrictions have been imposed in San Andres.

(15)    The Qualified Person for Aranzazu, mine is SLR consulting (Canada) Ltd.

(16)    The effective date of Mineral Resources for Aranzazu mine is December 31, 2024.

(17)    Mineral Resources are reported on an in-situ basis without applying mining dilution, mining losses, or process losses.

(18)    Mineral Resources are estimated at an NSR cut-off value of $50/t.

(19)    Mineral Resources are estimated using long-term price of US$2,000 per ounce of gold, US$4.20 per pound of copper, US$25 per ounce of silver, , and a US$/MXN exchange rate of 1:20.5.

(20)    Metallurgical recoveries are 91.3% for Cu, 79.5% for Au, and 62.8% for Ag. The figures only consider material classified as sulphide mineralization for Aranzazu.

(21)    The NSR formula is as follows: NSR = 74.553 x Cu (%) + 47.932 x Au (g/t) + 0.431 x Ag (g/t).

(22)    A minimum mining width of 2.0 m was used.

(23)    Estimated bulk density ranges between 2.03 t/m3 and 5.51 t/m3.

(24)    The Qualified Person for Almas mine is SLR consulting (Canada) Ltd,

(25)    The effective date of Mineral Resources for Almas mine is December 31, 2024.

(26)    Mineral Resources are reported from optimized pit shells and are estimated in situ.

(27)    Mineral Resources are estimated at a cut-off grade of 0.31 g/t Au for Paiol, 0.34 g/t Au for Cata Funda, and 0.32 g/t Au for Vira Saia.

(28)    Mineral Resources are estimated using a long-term gold price of US$2,500 per ounce.

(29)    A minimum mining width of five metres was used.

(30)    Bulk density is 2.75 t/m3 for Paiol, 2.71 t/m3 for Cata Funda, and 2.63 t/m3 for Vira Saia.

Metallurgical recovery is 92% for high-grade (Au≥0.90 g/t) material, 90% for medium-grade (0.70≤Au<0.89 g/t), and 6% for low-grade (0.34≤Au<0.69 g/t).

(31)    The Qualified Person for Borborema Mineral Resources is Erik Ronald, P. Geo (PGO #3050), Principal Consultant with SRK Consulting (U.S.), Inc. based in Denver, USA.

(32)    The effective date of Mineral Resources for Borborema mine is January 31, 2023.

(33)    Mineral Resources have been categorized subject to the opinion of a Qualified Person based on the quality of informing data for the estimate, consistency of geological/grade distribution, data quality, and have been validated using visual and statistical analyses.

(34)    The economic CoG for Mineral Resources is 0.33 g/t Au based on the long-term outlook sale price of US$1,800/troy ounce of gold, 92.1% recovery, average mining costs of US$2.00/t, processing costs of US$14.82/t, G&A of US$1.38, and sustaining capital costs of US$0.62/t.

(35)    An overall 61° (east side) and 37° (west side) pit slope angle, 0% mining dilution, and 100% mining recovery have been used.

(36)    Mineral Resources were reported above the economic 0.33 g/t Au CoG and are constrained by an optimized resource pit shell with all material categorized as mineral reserves excluded from the resource calculation. The quantity of Indicated mineral resources listed above represents the Indicated mineral resources located outside the mineral reserve pit shell. The quantity of Inferred mineral resources represent Inferred located within the reserve pit shell and the resource pit shell. Inferred mineral resources are not considered to be of sufficient confidence for the application of reserve modifying factor

(37)    The Qualified Person for Apoena mines is Farshid Ghazanfari, P.Geo. Aura’s Mineral Resource and Geology Manager

(38)    The effective date of Mineral Resources for Apoena mine is December 31, 2024. The effective date of Mineral Resources for Apoena mine is December 31, 2024. The effective date of Mineral Resources and Mineral Reserve in the technical report for Apoena mines is October 31, 2023. Since then, we had additional exploration drilling and also mining activities in the Apoena mines. The changes since the effective date of the technical report are not material.

(39)    Mineral Resources are reported from optimized pit shells for open pit mines and are estimated in situ.

(40)    Mineral Resources are estimated based on a long-term gold price of US$2,200 per ounce for Nosde-Lavrinha and Ernesto open pit mines.

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(41)    Mineral Resources are estimated based on a long-term gold price of US$1,900 per ounce for Japones and Ernesto-Lavrinha Connection open pit mines.

(42)    Mineral Resources are estimated using a long-term gold price of US$1,750 per ounce for Pau-a-pique underground mine.

(43)    The Mineral Resource is based on a cut-off grade of 1.34g/t Au and minimum width of 2m in Pau-A-Pique mine (EPP).

(44)    Mineral Resources are estimated in-situ from the 410m EL to the 65m EL, or from approximately 30m depth to 500m depth from surface in Pau-A-Pique mine (EPP).

(45)    Surface topography was based on December 31, 2024 in EPP Mine except Pau-A-Pique mine.

(46)    Density models based on rock types were used for volume to tonnes conversion with resources averaging 2.78 tonnes/m3 in Nosde-Lavrinhas mines for schist and 2.71 tonnes/m3 for meta-arenite and 2.77 tonnes/m3 in Pau-A-Pique mine, 2.65 tonnes/m3 in Ernesto mine, 2.76 tonnes/m3 in Japonês mine.

(47)    The Qualified Person for Matupa project is Farshid Ghazanfari, P.Geo. Aura’s Mineral Resource and Geology Manager

(48)    The effective date of Mineral Resources for Matupa project is August 31, 2022. and is 100% attributable to Aura.

(49)    Mineral Resources are reported from optimized pit shells for open pit mines and are estimated in situ.

(50)    The Measured and Indicated in situ Mineral Resources are contained within a limiting pit shell (using a gold price of US$1,800 per ounce Au) in Matupá.

(51)    The base case cut-off grade for the estimate of Mineral Resources is 0.35 g/t Au in Matupá.

(52)    The metallurgical recovery is estimated to be 93.2% for gold ascertained from metallurgical tests

(53)    Surface topography used in the models was surveyed July 31, 2021.

(54)    Era Dorada project mineral resource estimates have been prepared by Kirkham Geosystems Ltd., a Qualified Person as defined by S-K 1300.

(55)    The Mineral Resource estimate is reported on a 100% ownership basis.

(56)    Underground mineral resources are reported at a cut-off grade of 2.25 g Au/t. Cut-off grades are based on a assumed metal prices of US$2,500/oz gold and US$28/oz silver, and assumed metallurgical recovery, mining, processing, and G&A costs.

(57)    Mineral Resources are reported without applying mining dilution, mining losses, or process losses.

(58)    Resources are constrained within underground shapes based on reasonable prospects of economic extraction, in accordance with S-K 1300. Reasonable prospects for economic extraction were met by applying mining shapes with a minimum mining width of 2.0 m, ensuring grade continuity above the cut-off value, and by excluding non-mineable material prior to reporting.

(59)    Metallurgical recoveries reported as the average over the life of mine and are assumed to be 96% Au and 85% Ag, respectively.

(60)    Bulk density is estimated by lithology and averages 2.47, 2.57 and 2.54 g/cm3 for the Salinas, Mita and mineralized vein domains, respectively.

Individual Property Disclosure

Minosa Mine

Qualified Person

Parts of this section are derived from the technical report summary, entitled “S-K 1300 Technical Report Summary, San Andres Mine, Department of Copan, Honduras,” issued March 28, 2025, with an effective date of December 31, 2024, prepared by SLR Consulting (Canada) Ltd. SLR Consulting (Canada) Ltd is the qualified person under S-K 1300. The technical report summary is included as an exhibit to the registration statement of which this prospectus forms a part.

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Property Description and Location

The Minosa (San Andres) Mine is a production stage open pit, heap-leach operation located in the highlands of western Honduras, in the municipality of La Unión, Department of Copán approximately 210 km southwest of the city of San Pedro Sula. The Mine’s surface and mineral rights are owned by Minerales de Occidente, S.A. de C.V., or “Minosa”, a wholly owned indirect subsidiary of Aura existing under the laws of Honduras. The geographic coordinates of the property are 14.76° North latitude and 88.94° West longitude, based on the WGS84 datum.

Location Map

Minosa Site Concession Map

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Accessibility, Climate, Local Resources, Infrastructure and Physiography

Access to the Minosa Mine is via paved highways and gravel roads approximately 210 km from San Pedro Sula or 360 km from the capital city of Tegucigalpa. Both cities are serviced by international airports with daily flights to the United States and cities in Latin America.

The Minosa Mine is located approximately 18 km due west of the town of Santa Rosa de Copán, the capital of the Department of Copán. The town site and property of Minosa is reached via a 28 km paved highway from Santa Rosa de Copán, and then by a 22 km gravel road from the turn-off at the town of Cucuyagua. The gravel road is public, but Minosa assists local authorities with the maintenance of this road.

The climate of Minosa is temperate, with a distinct rainy season locally called winter from May to November. Although parts of Honduras lie within the hurricane belt, the western Interior Highlands are generally unaffected by these storms. Temperature decreases with increased elevation and as the Mine site is situated at an elevation of 1,200 m, the climate is quite temperate. Typically, December and January are the coolest months, with average daily temperatures of 17.9°C and 17.8°C, respectively. April and May are typically the warmest months, with average temperatures of about 22°C.

There are several mines operating in Honduras and throughout Central America. These mining operations are supplied and serviced by branch offices and facilities of international contractors and suppliers and by domestic contractors and suppliers. Cement and fuel are provided locally by Honduran companies. Spare parts and supplies from major centers in North or South America can be readily delivered to the site within a reasonable time.

Labor is sourced locally from the many communities located near the mine. Educational, medical, recreational, and shopping facilities are established. Management and technical staff are available within Central America and from North or South America as is required. Aura also maintains a corporate office in Canada of experienced geologists and engineers to provide technical support and oversight for all of its projects, including the mine.

The mine has been in operation since 1983 and has a well-developed infrastructure which includes power and water supply, warehouses, maintenance facilities, assay lab and on-site camp facilities for management, staff and contractors. On-site communication includes radio, telephone, internet and satellite television services. Process water is supplied by rainwater run-off collected in a surge pond and by direct pumping from a water well pump station in the perennial Río Lara adjacent to the carbon-in-column adsorption, desorption and recovery plant, or “CIC-ADR”. Chlorinated potable water for the town of Minosa and camp facilities is supplied from a source originating upstream from Minosa along the Río Lara, near the village of La Arena. Purified water for drinking and cooking is purchased from local suppliers.

History

The Minosa property was explored in the 1930s and 1940s by numerous companies including Gold Mines of America and the New York and Honduras based Rosario Mining Company, or “Rosario”. In 1945, the property was acquired by the San Andres Mining Company and then purchased by the New Idria Company, or “New Idria” (Malouf, 1985). A 200 short tons-per-day cyanide circuit was installed in 1948. Approximately 300,000 short tons of surface and 100,000 short tons of underground ore averaging 5.8 g/t Au were mined and milled by New Idria. In 1949, Minosa became the first operation to use a carbon-in-pulp plant to recover gold and silver by adsorption using granular carbon, however, numerous problems including poor air travel support logistics and high underground mining costs caused the operation to close in 1954 (Marsden and House 2006). The area remained inactive until it was reopened in 1974 (Malouf, 1985).

In 1974, an exploration permit was granted to Minerales, S.A. de C.V. (“Minosa”), a Noranda Inc. subsidiary. Minosa then joint-ventured the property with Rosario and exploration efforts consisted of soil sampling, mapping and trenching with the purpose of identifying a large, disseminated, open pit gold deposit. Changes in the Honduran tax law forced Minosa to drop the concession in 1976. Compañía Minerales de Copán, S.A. de C.V. (“Minerales de Copán”) acquired the property in January 1983 following changes in the Honduran tax laws. A 60 short tons-per-day heap leach operation was installed and 170 local residents were employed on a basic, shovel-and-wheel-barrow operation. In 1993, Fischer-Watt Gold Company Inc. (“Fischer-Watt”) acquired an option from Minerales de Copán to further explore the property. Fischer-Watt conducted additional mapping and sampling programs with encouraging results. In 1994, Greenstone Resources Ltd. (“Greenstone”) acquired the option from Fischer-Watt. The option was exercised in 1996 and Greenstone subsequently acquired in excess of 99% of Minerales de Copán. Feasibility studies began in 1996, and in 1997 Greenstone completed a feasibility study that evaluated mining

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the Water Tank Hill deposit. Proposed production was 2.1 million tonnes per annum (“Mtpa”), with the mine life estimated at seven years. The facilities were constructed to handle in excess of 3.5 Mtpa of ore and waste. Following review and approval of the Environmental Impact Assessment (“EIA”) for the mine, Greenstone Minera de Honduras, S.A. de C.V., Greenstone’s wholly owned Honduran subsidiary company, received the mining permit on December 9, 1998 and began mining in early 1999. Their first shipment of gold was on March 30, 1999. Due to cash flow problems within Greenstone, mining and crushing operations ceased at the Mine in mid-December 1999.

Greenstone subsequently defaulted of its obligations to its secured creditor, the Honduran Bank, Banco Atlántida S.A. (“Banco Atlantida”), and the property rights and obligations associated with the mine were transferred to Banco Atlántida. Banco Atlántida formed Minosa to own and operate the Mine and on June 26, 2000, Banco Atlántida’s real estate branch provided a bridge loan to Minosa for operations to resume. RNC Gold Inc. (“RNC”) was retained to provide management services to Minosa, and mining operations resumed in early August 2000 at the Water Tank Hill deposit. The Water Tank Hill pit was depleted in early 2003 and production commenced in the East Ledge pit in March 2003.

On September 7, 2005, RNC purchased 100% of the Mine through the acquisition of 100% of Minosa. On February 28, 2006, Yamana Gold Inc. (“Yamana”) acquired RNC and a 100% beneficial interest in Minosa, which was then acquired by Aura on August 25, 2009.

Geology and Mineralization

The gold deposits at the Mine are hosted within Tertiary-aged felsic volcanic flows, tuffs and agglomerates, thick inter-bedded silica breccias, primarily containing volcanic fragments and tuffaceous sandstones. These volcanic units occur on the south (hanging wall side) of the San Andrés Fault. The fault strikes west-east and dips at 60° to 70° south and it marks the northern boundary of the Water Tank Hill and East Ledge pits. The fault forms the contact between the Permian phyllites (metasediments) to the north and the volcanic units on the south. Mineralization within the phyllites is limited to the Buffa Zone where quartz carbonate veining is proximal to the San Andrés Fault. South of the Mine area, where there is no alteration, the volcanic and sedimentary rocks have a distinctive hematite brick red color; in the Mine area, they have been bleached to light buff yellow and grey colors due to alteration. The younger volcanic and sedimentary units typically have a shallow to moderate southerly dip and thicken to the south of the Mine area.

Structurally, the Mine area is transected by a series of sub-parallel, west to northeast-striking faults that are typically steeply dipping to the south and by numerous north and northwest-striking normal faults and extension fractures. The most prominent fault of the first set is the San Andrés Fault. The San Andrés Fault is parallel to, and coeval with, a major set of west to north-northeast trending strike-slip faults that form the Motagua Suture Zone, which is continuous with the Cayman Trough. The Motagua Suture Zone and the Cayman Trough result from the movement between the North American plate and the Caribbean plate. The direction of movement along these strike-slip faults, including the San Andrés Fault, is left lateral.

The normal faults and extension fractures occur within the volcanic and sedimentary units on the south side of the San Andrés Fault. Average strike of these structures is N25°W; dip is 50° to 80° to the southwest and northeast, forming grabens where the strata are locally offset. These faults and fractures are generally filled with banded quartz and blade calcite and have formed focal points the alteration and mineralization fluids within the Mine area. These extensional structures are distributed over a wide area, from the East Ledge open pit to Quebrada Del Agua Caliente, approximately 1,500 m to the east, and from the San Andrés Fault, for at least 1,200 m south and are coeval with the strike-slip faults.

There are abundant occurrences of hot springs throughout Honduras and hot springs occur within the immediate vicinity of the Mine. These geothermal systems are most likely caused by thin crust and high regional heat flow resulting from the rifting associated with the Suture Zone. The hot springs are neutral to alkaline in pH and range in temperature from 120°C to 225°C. The high-temperature springs are currently depositing silica sinter with cooling. Structurally, the hot springs are associated with the northwest-trending extensional faults and fractures. The San Andrés deposit is classified as an epithermal gold deposit associated with extension structures within tectonic rift settings. These deposits commonly contain gold and silver mineralization, which is associated with banded quartz veins. At Mine, however, silver does not occur in significant economic quantities. Gold occurs in quartz veins predominantly comprised of colloform banded quartz (generally chalcedony with lesser amounts of fine comb quartz, adularia, dark carbonate, and sulphide material). The gold mineralization is deposited as a result of the cooling and interaction of hydrothermal fluids with groundwater and host rocks. The hydrothermal fluids may have migrated some distance from the source; however, there is no clear evidence at the Mine that the fluids or portions of the fluids have been derived from magmatic intrusions.

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The rocks hosting the San Andrés deposit have been oxidized near surface as a result of weathering. The zone of oxidation varies in depth from 10 m to more than 200 m, and in the main area is approximately 100 m. The zone of oxidation is generally thicker in the East Ledge deposit compared to the Twin Hills deposit. In the oxide zone, the pyrite has been altered to an iron oxide such as hematite, goethite, or jarosite. The oxide zone generally overlies a zone of partial oxidation, called the mixed zone, which consists of both oxidized and sulphide material. The mixed zone may not occur continuously, but where it is present, it reaches thicknesses that vary in depth from 0 m to over 100 m, averaging 50 m, below the zone of oxidation. Gold is commonly associated with sulphide minerals such as pyrite. The sulphide, or “fresh”, zone lies below the mixed zone. The gold contained in the oxide zone is amenable to extraction by heap leaching using a weak cyanide solution. The gold recovery is reduced in the mixed zone as a result of the presence of sulphide minerals, and the gold cannot currently be recovered economically from the sulphide zone by heap leaching.

Based on metallurgical studies, the gold is primarily contained in electrum as fine-grained particles. The particle size of the electrum grains varied from 1 micron (“µ”) x 1 µ up to 10 µ x 133 µ. One native gold grain was noted. The silver generally occurs at about the same grade as gold and the correlation between silver and gold is low at 0.24. Silver is not considered important because of the lower price for silver compared to gold and the lower metal recovery of silver.

Exploration Activities

Since Aura’s acquisition of Minosa on August 25, 2009, exploration activities at the San Andrés Mine have included property-scale geological mapping, road cut channel sampling, geochemical characterization, and geophysical surveys, all conducted by Minosa personnel.

District-scale prospecting efforts focused on the San Andrés III and IV concessions, where detailed mapping, systematic sampling, and geochemical characterization were conducted. Initial results from this phase indicated strong potential for deeper mineralization.

Exploration efforts in 2022 concentrated on reevaluating regional targets to refine the 2023 program. Geochemical sampling, including soil and rock analyses, was conducted in San Andrés IV during the first half of 2022. Additionally, an aeromagnetic survey covering approximately 4,435 hectares was carried out using drones. The survey identified key structural features interpreted as primary controls on mineralization, aiding in the definition of future exploration targets.

Below is the summary of regional exploration activities and results:

        San Andrés II:    No geochemical anomalies were identified due to the area being covered by a tuff layer.

        San Andrés III:    A new geochemical anomaly was interpreted based on historical soil and rock sampling data. Selected samples were resampled and sent to an external laboratory for further analysis. This anomaly appears to extend from San Andrés IV.

        San Andrés V:    A few samples exhibited anomalous values, warranting further investigation, including detailed mapping and additional sampling in the vicinity of these anomalies.

        San Andrés X:    Exploration results were discouraging, and after re-evaluation with updated mapping and sampling, further exploration activities were halted.

Since 2022, exploration activities have been focused on the San Andrés Mine. In 2022, RC drilling totaled 3,459 m across 34 holes and diamond drilling 2,507m in 19 drill holes, aimed at increasing confidence and filling structural gaps in the alteration models. In 2023 and exploration efforts targeted the continuity of historical high-grade sulphide mineralization. A total of 1,988 m was drilled in seven diamond drill holes at Esperanza Alto and Esperanza Bajo, while 10,842 m were drilled across 163 RC drill holes in the main corridor.

Exploration activities in the mining areas during 2024 focused on exploration drilling to test continuity of the sulfide high grade veins zone in the Minosa mine. A total of 897 meters were drilled in 19 drill holes. The results show intercepts of high-grade sulphides with intervals between 0.35 m to 4.50 m and grades between 2.80 g/t Au to 56.10 g/t Au, identifying two structures with high potential for further exploration. In 2024 Minosa also sent three samples (one from oxide and two from sulfide zones) to the SGS laboratory in Lakefield, Canada for the Mineralogical study. SGS issued a report outlining the findings from advanced mineralogical study and gold deporting.

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Exploration work was conducted based on best practice which is outlined in CIM guidelines including the incorporation of QA/QC measures for sampling, assaying and collar and downhole surveys.

Mining and Processing Methods

The San Andrés Mine utilizes conventional open-pit mining methods, including drilling, blasting, loading, and hauling. Selective mining is applied where practical to improve ore recovery and reduce dilution. Grade control practices are consistent with good industry standards, ensuring effective ore classification and minimizing material misallocation. The key aspects of the mining methods and operation are outlined below:

        Pit Design and Layout:

        The current pit design consists of seven phases, sequenced to balance stripping requirements, ore accessibility, and haulage efficiency over the mine life.

        Mining benches are designed at 6-meter heights, aligning with the capabilities of the selected equipment fleet and operational safety considerations. Bench geometry is optimized for efficient loading, grade control, and geotechnical stability.

        Equipment Fleet:

        The mining fleet includes a combination of hydraulic excavators, front-end loaders, and rigid-frame haul trucks. It is fully contractor-owned and operated.

        Equipment selection is optimized for material handling efficiency, with periodic fleet assessments and replacements to maintain availability rates.

        Material Handling:

        Ore is hauled to one of two primary crushers, where it is reduced to a suitable size for heap leach processing.

        After crushing, the ore is transported to the HLP for gold extraction.

        Waste material is hauled to designated storage areas, including external waste dumps and in-pit backfill locations, depending on operational requirements.

        Waste rock storage facilities are designed with environmental considerations, including drainage control, slope stability measures, and erosion prevention supported by ongoing monitoring and management.

        Dilution and Recovery Management:

        A dilution factor of 5% is applied, based on historical reconciliation data and operational performance. This accounts for unintentional waste inclusion during mining.

        Mining recovery is estimated at 96%, considering ore losses due to operational constrains, geotechnical stability requirements, and selectivity limitation.

        Operational Challenges and Mitigation:

        Steep pit slopes and geotechnical stability are managed through continuous monitoring, slope stability analysis, and targeted reinforcement measures such as bench scaling and drainage control.

        Seasonal rainfall during the wet season (May to November) can impact mining operations; however, water management systems, including surface drainage channels, sumps, and pumping infrastructure, are in place minimize disruptions.

        Production Rates:

        The operation targets an annual ore production rate of approximately 7.3 to 7.8 million tonnes of run-of-mine (ROM) ore from 2025 to 2028, with a decrease to 1.6 million tonnes in 2029, as the mine approaches closure.

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        Total material movement (ore + waste) ranges between 9.0 and 12.9 million tonnes per year, depending on stripping requirements and phase sequencing.

        Gold grades vary between 0.37 and 0.50 g/t Au, with an expected in-situ gold content of 81 to 117 koz annually during the primary production years.

        Estimated gold production, based on a 68% recovery rate (weighted average), is projected at approximately 55 koz to 79 koz per year from 2025 to 2028, declining to 12 koz in 2029.

The San Andrés Mine employs heap leaching for the recovery of gold from mined material. The processing facilities include two stages of crushing and screening, drum agglomeration, HLPs, an ADR plant for recovering the gold from solution, and gold-silver doré casting.

The mine produces approximately 7 Mtpa of ROM material using conventional drilling, blasting, loading and haul truck transportation. The LOM production plan includes 7.6 Mt of material placed during 2025, 7.3 Mt in 2026, 2027 and 2028 and 1.6 Mt in 2029 for a total of 30.7 Mt. The material is mined and transported by haul truck to either the WRSFs or to the primary crushers for processing. The ore is direct dumped into the feed hoppers of two primary crushers operating in parallel. The primary crushed ore is conveyed to an intermediate stockpile. The ore is drawn from the stockpile from three draw points beneath the pile with feeders which discharge onto a conveyor that delivers the ore to secondary crushing. Lime and cement are added to the secondary crushed product on the conveyor and the material is conveyed to two drum agglomerators operating in parallel. Pre-cyanidation is practiced, dosing sodium cyanide on conveyor 8 after the agglomeration drums. The agglomerated material is conveyed to the HLP where it is placed using conveyor stackers. The placed material is leached with cyanide solution for a period of 60 days during which time, cyanide-soluble gold is dissolved into solution. After the first leach cycle the leached panel of material is allowed to rest and the entrained solution drains out of the material. After draining, a new lift of material will be stacked over the leached material and the process will be repeated.

The activated carbon in columns method (CIC) is used to recover the gold and silver from solution. Gold and silver are adsorbed onto the carbon until the carbon is loaded to capacity. The loaded carbon is transferred to the adsorption, desorption, regeneration (ADR) plant where the gold and silver are eluted from the carbon with a solution of caustic soda and alcohol under conditions of high temperature and pressure. The eluate is then passed through electrowinning circuits, and the gold and silver are recovered in the stainless steel mesh cathodes and precipitated sludge in the cells. The precious metal sludge is recovered from the cells, dried and retorted for mercury removal and recovery and smelted in a furnace to produce doré metal ingots for sale.

The eluted or stripped carbon is then regenerated in a high temperature kiln and returned to the carbon adsorption column circuit to adsorb more gold.

Permit conditions

Minosa holds three mineral concessions officially granted by INHGEOMIN (Instituto Hondureño de Geología y Minas): San Andrés I, San Andrés III, and San Andrés IV.

        San Andrés I (“SAI”), is a mining exploitation concession originally granted for 40 years and renewed in 2023 through the administrative legal mechanism of afirmativa ficta, extending its validity until 2053. This Concession covers an area of 355 hectares. The legal mechanism of afirmativa ficta is regulated in articles 28 and 29 of the Administrative Procedure Law, and if duly requested and applied, gives the right to applicants that when a petition is not answered in a timely manner by the competent government authority, such as in the case of the renewal petition filed on October 27, 2022, by Minosa for the SAI mining exploitation concession, the petition is resolved in favor of the applicant. On February 11,. 2025, the Legal Department of the Honduran Mining Authority issued a Legal Opinion (Dictamen A.L. -033-2025, folios No. 12396 al 12399 del expediente 45) confirming the application of the legal mechanism of afirmativa ficta, and recommending that the Executive Director of the Mining Regulator issue an administrative resolution in favor of Minosa.

        San Andrés III (864 hectares) and San Andrés IV (994 hectares) are exploration concessions valid for 10 years, granted in 2020 and expiring in 2030, expanding the Property’s exploration potential by a total of 1,858 hectares. Upon Minosa’s notification to INHGEOMIN, exploitation activities can be initiated in these areas under applicable procedures.

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        Minosa has submitted applications for new exploration concessions, totaling 2,900 additional hectares: San Andrés II (900 hectares), San Andrés V (1,000 hectares), and San Andrés X (1,000 hectares), which are currently under review by INHGEOMIN.

Surface rights over the concessions are secured through various mechanisms:

        Minosa holds 343 land parcels, grouped in six areas (Territories 1 to 6), acquired through public deeds, some registered in the Honduran Property Institute and others pending registration. Some lots are held under informal or community agreements, such as T6-MI-30, obtained via land swap with local residents. Others, like T5-MI-77, are located within the concession area and used for mining activities under applicable rights, despite not being formally titled.

        Minosa holds approximately 40% of the surface rights within the concession area.

        Agreements with local landowners and communities ensure access to land for mining and related activities.

        Strategic surface rights acquisitions have facilitated the construction of key infrastructure, including access roads, and processing facilities.

Minosa’s legal rights include access, surface use, water use, and rights of way, as established in Article 53 of the Honduran Mining Law. These include:

        Use of state lands not under productive use.

        Establishment of easements on third-party lands or within other concession areas.

        Use of water resources (with municipal/state permissions).

        Recovery of minerals in water and processing byproducts.

        Conduct of operations directly or via third parties, with prior notification to authorities.

        Request for administrative inspections related to encroachment or safety risks.

        Confidentiality rights over technical and financial information submitted to authorities.

Minosa confirms that there are no legal disputes, judicial claims, or third-party agreements currently in place that could materially affect its land tenure or the operation of the San Andrés Mine. The project area is not inhabited by Indigenous or Afro-descendant peoples protected by international treaties, and no claims have been filed against the concession or related land parcels.

In areas overlapping with the community of Azacualpa, including parts of the urban center, Minosa must acquire land rights via negotiation or lease with private landowners. For forested areas, timber cutting permits must be obtained from the relevant environmental authority (Instituto Nacional de Conservación Forestal — ICF) in addition to the environmental license.

For a list of our current material concessions, see “Regulatory Overview — Mining Regulations.” For additional information, see “Risk Factors — Risks Relating to Our Business and Industry — Our business is subject to health, safety, and environmental laws and regulations, and concessions, authorizations, licenses and permits are subject to expiration, suspension, limitation on renewal and various other risks and uncertainties.”

Processing plants and other available facilities

The Minosa Mine employs heap leaching for the recovery of gold from mined material. The processing facilities include two stages of crushing and screening, drum agglomeration, HLPs, an ADR plant for recovering the gold from solution, and gold-silver doré casting.

The Mine produces approximately 7 Mtpa of ROM material using conventional drilling, blasting, loading and haul truck transportation. The LOM production plan includes 7.6 Mt of material placed during 2025, 7.3 Mt in 2026, 2027 and 2028 and 1.6 Mt in 2029 for a total of 30.7 Mt. The material is mined and transported by haul truck to either the WRSFs or to the primary crushers for processing. The ore is direct dumped into the feed hoppers of two primary crushers operating in parallel. The primary crushed ore is conveyed to an intermediate stockpile. The ore

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is drawn from the stockpile from three draw points beneath the pile with feeders which discharge onto a conveyor that delivers the ore to secondary crushing. Lime and cement are added to the secondary crushed product on the conveyor and the material is conveyed to two drum agglomerators operating in parallel. Pre-cyanidation is practiced, dosing sodium cyanide on conveyor 8 after the agglomeration drums. The agglomerated material is conveyed to the HLP where it is placed using conveyor stackers. The placed material is leached with cyanide solution for a period of 60 days during which time, cyanide-soluble gold is dissolved into solution. After the first leach cycle the leached panel of material is allowed to rest and the entrained solution drains out of the material. After draining, a new lift of material will be stacked over the leached material and the process will be repeated.

The activated carbon in columns method (CIC) is used to recover the gold and silver from solution. Gold and silver are adsorbed onto the carbon until the carbon is loaded to capacity. The loaded carbon is transferred to the adsorption, desorption, regeneration (ADR) plant where the gold and silver are eluted from the carbon with a solution of caustic soda and alcohol under conditions of high temperature and pressure. The eluate is then passed through electrowinning circuits, and the gold and silver are recovered in the stainless steel mesh cathodes and precipitated sludge in the cells. The precious metal sludge is recovered from the cells, dried and retorted for mercury removal and recovery and smelted in a furnace to produce doré metal ingots for sale.

The eluted or stripped carbon is then regenerated in a high temperature kiln and returned to the carbon adsorption column circuit to adsorb more gold.

Total cost or book value of property

The total net book value of this property, plant and equipment is US$62.5 million.

Mineral Resources and Mineral Reserves Estimates

The Mineral Resource estimate was prepared by the Minosa team and supervised and accepted by the Qualified Persons. Mineral Resources have been classified in accordance with the definitions for Mineral Resources in S-K 1300. Mineral Resources are reported exclusive of Mineral Reserves.

The Mineral Resources are based on all available drill hole data as of September 18, 2024, and are reported below the estimated topography for EOY2024. The Mineral Resources Sulphide material was excluded, and an Agua Caliente River exclusion zone (50 m) was applied.

The database and block models were supplied to the Qualified Persons and included geological and block models as a Leapfrog Edge project that contains the main parameters and assumptions used to estimate Mineral Resources.

The San Andrés Mine Mineral Resources exclusive of Mineral Reserves are estimated to be 1.46 million tonnes (Mt) of Measured Mineral Resources at 0.34 Au g/t, 24.22 Mt of Indicated Mineral Resources at 0.40 Au g/t, and 8.55 Mt of Inferred Mineral Resources at 0.45 g/t Au, using a long term US$2,200 gold price reported at a cut-off grade of 0.187 g/t Au for oxide material and 0.291 g/t Au for mixed material have an effective date of December 31, 2024.

Table below summarizes the San Andrés Mine Mineral Resource estimate as of the dates indicated.

Minosa (San Andres Mine) Mineral Resource Estimate (as of December 31, 2024)

MINERAL RESOURCES
CATEGORY

 

OXIDE

 

MIXED

 

Metallurgical
recovery
(Oxide)

 

Metallurgical
recovery
(Mixed)

Tonne
(t) ‘000

 

Au
(g
/t)

 

Oz’
000

 

Tonne
(t) ‘000

 

Au
(g
/t)

 

Oz’
000

 

Tonne
(t) ‘000

 

Au
(g
/t)

 

Oz
‘000

 

Measured

 

1,070

 

0.27

 

9

 

387

 

0.54

 

7

 

1,457

 

0.34

 

16

 

70%

 

45%

Indicated

 

21,136

 

0.38

 

256

 

3,082

 

0.55

 

54

 

24,218

 

0.40

 

310

 

70%

 

45%

Measured + Indicated

 

22,206

 

0.37

 

265

 

3,469

 

0.54

 

61

 

25,675

 

0.40

 

326

 

70%

 

45%

Inferred

 

6,921

 

0.42

 

94

 

1,629

 

0.56

 

29

 

8,550

 

0.45

 

123

 

70%

 

45%

____________

* Notes:

(1)      Mineral Resources is used as defined in S-K 1300. See “Scientific and Technical Information.”

(2)      The Mineral Resource estimate is reported on a 100% ownership basis.

(3)      Mineral Resources are reported on a 100% basis, are contained within a pit shell, and are estimated in situ.

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(4)      Mining dilution, mining losses, or process losses were not applied in estimating Mineral Resources.

(5)      Mineral Resources are estimated at a cut-off grade of 0.187 g/t Au Oxide and 0.291 g/t Au Mix.

(6)      Metallurgical recovery is 70% for oxide material and 45% for mixed material.

(7)      Mineral Resources are estimated using a long-term gold price of US$2,200 per ounce.

(8)      A minimum mining width of 6 m was used.

(9)      Bulk density is estimated by lithology and averages 2.38 g/cm3.

(10)    Mineral Resources are exclusive of Mineral Reserves.

(11)    Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability.

(12)    Numbers may not add due to rounding.

The Mineral Reserve estimates for the San Andrés Mine, as of December 31, 2024, were prepared using the Pseudoflow optimization methodology, and were prepared in accordance with S-K 1300.

The estimated Proven and Probable Reserves total 30.66 Mt at an average grade of 0.44 g/t Au, containing 429,187 ounces of gold, comprising:

        Proven Reserves of 8.7 Mt grading 0.36 g/t Au, containing 101,495 ounces of gold.

        Probable Reserves of 22.0 Mt grading 0.44 g/t Au, containing 327,692 ounces of gold.

        Mineral Reserves are estimated using cut-off grades that are differentiated by material type. The cut-off grade for oxide material is 0.215 g/t Au and for mixed material is 0.334 g/t Au.

        Modifying factors, including geotechnical, environmental, and economic considerations, were applied to support reserve classification.

        The key parameters used in estimating Mineral Reserves are listed:

        Gold price:    US$2,000/oz reflecting short-term market conditions and the remaining mine life of approximately four years.

        Metallurgical recovery:    70% and 45% for Oxides and Mixed materials, respectively. based on historical reconciliation data for heap leach processing.

        Dilution and Recovery:    A dilution factor of 5% and mining recovery rate of 95% were applied, consistent with historical operational data and industry standards.

The Mineral Reserve estimate, effective as of the dates indicated, is summarized in the table below:

Minosa (San Andres Mine) Mineral Reserves Estimate* (as of December 31, 2024)

MINERAL RESERVE
CATEGORY

 

OXIDE

 

MIXED

 

TOTAL

Tonne
(t) ‘000

 

Au
(g
/t)

 

Oz’
000

 

Tonne
(t) ‘000

 

Au
(g
/t)

 

Oz’
000

 

Tonne
(t) ‘000

 

Au
(g
/t)

 

Oz
000

 

Metallurgical
recovery
(Oxide)

 

Metallurgical
recovery
(Mixed)

Proven

 

8,206

 

0.36

 

94

 

468

 

0.50

 

7.5

 

8,674

 

0.36

 

101.5

 

70%

 

45%

Probable

 

20,696

 

0.46

 

305.4

 

1,286

 

0.54

 

22.3

 

21,981

 

0.46

 

327.7

 

70%

 

45%

Proven + Probable

 

28,902

 

0.43

 

399.4

 

1,754

 

0.53

 

29.8

 

30,655

 

0.44

 

429.2

 

70%

 

45%

____________

* Notes:

(1)      Mineral Reserves is used as defined in S-K 1300. See “Scientific and Technical Information.”

(2)      The effective date of the estimate is December 31, 2024.

(3)      The Mineral Reserve estimate is reported on a 100% ownership basis.

(4)      Mineral Reserves are estimated using an average long-term gold price of US$2,000 per ounce

(5)      Mineral Reserves are reported as Run-of-Mine (ROM) material, after applying dilution (5%), mining recovery (95%), and operational adjustments incorporated into the final pit design. These adjustments include considerations for minimum mining widths, ramp placements, and geotechnical constraints to ensure practical mineability. The applied cut-off grades are 0.215 g/t Au for oxide material and 0.334 g/t Au for mixed material.

(6)      The bulk density of ore is variable and applied in the geological block model; it averages 2.7 t/m³.

(7)      The metallurgical recovery is 70% and 45% for Oxides and Mixed materials, respectively.

(8)      The Mineral Reserve did not consider any sulphide material

(9)      The average strip ratio is 0.45:1.

(10)    Numbers may not add due to rounding.

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Mineral Resource Changes from 2023 to 2024.

The current inclusive Mineral Resource estimate for the Minosa deposit has been compared our Aura’s 2023 update presented in our public filings in Canada. For more information on the material assumptions and criteria, see section 12.5 of our technical report summary included as an exhibit to the registration statement of which this prospectus forms a part.

The 2024 revision includes metal prices of US$2,200/oz Au, an increase from the US$1,900/oz Au, and reduction in gold recovery to 70% Oxide and 45% Mixed from 72% Oxide and 54% Mixed. The contained gold decreased by 21% in the Measured category, 15% in the Indicated category, and by 9% in the Inferred category. The reduction in Mineral Resources is principally related to the depletion in 2024, modification in the estimation strategy, reduction in recovery, and adjustment in the sulfur limit.

Overall Measured and Indicated tonnage decreased by 1% and Inferred tonnage expanded by 50%, The average gold grade decreased by 26% for Measured Mineral Resources, by 13% for Indicated Mineral Resources, and by 39% for Inferred Mineral Resources

Mineral Reserve Changes from 2023 to 2024:

The current Mineral Reserve estimate for the San Andrés Mine reflects key updates from the previous Mineral Reserve estimate effective as of December 31, 2023, reported in our 2023 public filings in Canada. For more information on the material assumptions and criteria, see section 12.5 of our technical report summary included as an exhibit to the registration statement of which this prospectus forms a part. The current estimate, with an effective date of December 31, 2024, incorporates updated economic assumptions, refined modifying factors, and operational design adjustments, resulting in a revised reserve base.

        Depletion (-120 koz in situ, -80 koz recovered):    Reduction due to 2024 production.

        Gold Price Adjustment (+23 koz):    A minor increase in Mineral Reserves due to the price adjustment to US$2,000/oz.

        Reserve Constraints and Economic Screening (-35 koz):    Stricter modifying factors led to a reduction in reserves.

        Operational Adjustments (-24 koz):    Exclusion of material left in the ramp redesign.

Comparison of 2024 to 2023 Mineral Reserve Estimate

Category

 

2023 Mineral
Reserves

 

2024 Mineral
Reserves

 

Change

Total Tonnage (kt)

 

34,512

 

30,655

 

-11.1

%

Average Gold Grade (g/t Au)

 

0.50

 

0.44

 

-12.0

%

Contained Gold (koz)

 

551

 

429

 

-22.1

%

Gold Price (US$/oz)

 

1,700

 

2,000

 

+17.6

%

In addition to the changes in the contained gold, the following changes are noted:

        Total tonnage decreased by 11.1%, reflecting refinements in pit design and material classification.

        Average gold grade decreased by 12.0%, reflecting operational constraints, selective ore handling, and the impact of the higher gold price (US$2,000/oz vs. US$1,700/oz used in the 2023 Mineral Reserves), which allowed for the inclusion of lower-grade material while maintaining economic viability.

        Total contained metal decreased by 22.1%, primarily due to the exclusion of non-operational material and depletion from mining.

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Operational Updates

The table below sets out selected operating information for San Andres for the periods indicated.

 

For the three months ended
December 31,

 

For the twelve months ended
December 31,

Operation Statistics

 

2024

 

2023

 

2024

 

2023

Ore mined (tonnes)

 

1,790,504

 

 

2,114,093

 

 

8,454,345

 

 

7,096,472

 

Waste mined (tonnes)

 

866,550

 

 

731,782

 

 

4,152,759

 

 

4,730,271

 

Total mined (tonnes)

 

2,657,054

 

 

2,845,875

 

 

12,607,104

 

 

11,826,743

 

Waste to ore ratio

 

0.48

 

 

0.35

 

 

0.49

 

 

0.67

 

Ore plant feed (tonnes)

 

1,946,535

 

 

1,994,420

 

 

8,544,997

 

 

7,095,956

 

Grade (g/t)

 

0.45

 

 

0.41

 

 

0.44

 

 

0.45

 

Recovery (%)

 

65

%

 

67

%

 

65

%

 

65

%

Production (ounces)

 

19,294

 

 

17,854

 

 

78,372

 

 

65,927

 

Sales (ounces)

 

19,338

 

 

17,744

 

 

79,036

 

 

66,101

 

Average cash cost per ounce of gold produced (US$)

 

1,234

 

 

1,197

 

 

1,126

 

 

1,254

 

Results for Minosa during the fourth quarter of 2024 as compared to the same period of 2023 are as follows:

        In the fourth quarter of 2024, grades reached 0.45 g/t Au, a 9% increase when compared to the fourth quarter of 2023 due to mining in areas with better expected ore grades. In 2024, grades remained relatively stable at 0.44 g/t Au, a 2% decrease when compared to 2023, as result of mine sequencing.

        Ore mined reached 1,790,504 tons in the quarter, a 15% reduction from the fourth quarter of 2023, resulting of the rainfall in the quarter, especially in November and December, but still consistent with plant demands and mine sequencing.

Other updates

On March 1, 2022, the Honduran Ministry of Energy, Natural Resources, Environment and Mines issued a press release that referred to the following matters: (a) the cancellation of approval of extraction permits; (b) declaring the Honduran territory free of open pit mining; (c) pursuant to the approval of a mining moratorium for metallic and non-metallic exploration and extraction, environmental licenses, permits and concessions would be reviewed, suspended and cancelled; and (d) areas of high ecological value would be taken over by the government to ensure their conservation. This did not have any immediate resulting effects on our product in Minosa.

On March 6, 2022, two additional press releases were issued dated March 4, 2022, one issued by the Honduran Press Secretary Office and the other by the Honduran Ministry of Energy, Natural Resources, Environment and Mines, as well as a press conference held on March 4, 2022 by the Honduran Minister Energy, Natural Resources, Environment and Mines. Such new press releases and press conference expanded on the previously issued press release regarding mining activities in Honduras and clarified that the oversight action will be aimed at non-regulated mining activities and illegal river dredging.

On February 8, 2024, we announced the launch of Seeds of Hope, a venture by the Foundation San Andres at the Minosa Mine in Honduras. This initiative aims to foster social and economic progress by cultivating grapes and producing wine within the mine premises. Seeds of Hope has already created employment for 30 individuals and is expected to generate up to 250 direct jobs once fully operational, primarily filled by residents. With an initial investment of approximately US$1 million for the first five years, the venture highlights Aura’s commitment to responsible mining and sustainable development, aiming to transform the Copán region into a renowned wine-producing area and bring prosperity to its communities.

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Apoena Mine (EPP Mine)

Qualified Person

Parts of this section are derived from the technical report summary, entitled “Apoena Mine (EPP Complex) Mineral Resource and Mineral Reserve,” issued March 28, 2025, with an effective date of October 31, 2023, prepared by Porfirio Cabaleiro Rodriguez, Luiz Eduardo Campos Pignatari, Farshid Ghazanfari, Homero Delboni Junior, and Branca Horta de Almeida Abrantes as qualified persons under S-K 1300. Mr. Farshid Ghazanfari is the Geology and Mineral Resources Manager for the Company. The technical report summary is included as an exhibit to the registration statement of which this prospectus forms a part.

Property Description and Location

Apoena mines are production stage mines near the town of Pontes e Lacerda, about 450 km west of Cuiabá, which is the capital of the Brazilian state of Mato Grosso. The Ernesto Mine is approximately 12 km southeast of Pontes e Lacerda and the entrance to the project has the coordinates 258141.59 east, 8303731.75 north, SAD 1969 21S. It can be accessed from Pontes e Lacerda by paved road BR-174 by a network of good gravel and dirt roads that offer year-round access for two-wheel drive vehicles. The Pau-a-Pique Mine is located approximately 38 km southeast of Pontes e Lacerda and the entrance to the project has the coordinates 269453.05 east, 8266523.38 north, SAD 1969 21S. The graphic shows the location of the Ernesto, Lavrinha, and Pau-a-Pique properties.

Apoena Mine Concession Map

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The Ernesto Property comprises 1,412.89 ha of six mining sites whose rights are (legally or beneficially) held by Mineração Apoena S.A. (Apoena), a company wholly owned by Aura.

Coordinates of the Ernesto, Lavrinha, and Pau-a-Pique Concessions

Mining Rights of the Ernesto District

Target

 

ANM Process No.

 

Petitioner

 

Area (ha)

 

Status

Ernesto

 

866.022/2001

 

Apoena

 

375.49

 

Mining Concession

Ernesto

 

866.876/2005

 

Apoena

 

41.63

 

Mining Concession

Ernesto

 

866.877/2005

 

Apoena

 

15.96

 

Mining Concession

Lavrinha

 

866.276/2001

 

Apoena

 

111.63

 

Mining Concession

Nosde/Japonês

 

866.032/2001

 

Apoena

 

493.19

 

Application for Mining Concession

Pau-a-Pique

 

866.148/2003

 

Apoena

 

374.99

 

Mining Concession

As part of the purchase agreement, a 2% NSR royalty is payable on gold ounces produced from the EPP Mine with respect to up to 1,000,000 collective ounces of gold, and thereafter, a 1% NSR on gold ounces produced from the Project. A 0.5% NSR royalty is due to each landowner (one for Ernesto/Lavrinha, and one for Pau-a-Pique), proportional to their surface rights. The mining code provides that landowners are entitled to a royalty equivalent to 50% of the royalty due to the government (the Financial Compensation for Exploitation of Mineral Resources — CFEM) and CFEM is calculated based on (Loss)/Profit for the year resulting from the sales of the mineral product, deducting taxes, transport costs, and insurance. In the case of gold, the rate of CFEM is 1%, thus the landowner royalty is 0.5%.

Accessibility, Climate, Local Resources, Infrastructure, Physiography, and Socio-Economic Context

The Ernesto Property is accessible by paved road BR-174 and then gravel and dirt roads that offer year-round access to the Project. The Lavrinha Property is accessed from Pontes e Lacerda by the same roads used to access the Ernesto Property. The Pau-a-Pique Deposit is approximately 73 km away from Pontes e Lacerda by road, and approximately 47 km away by dirt road from Ernesto.

The climate in the Project area is suitable for year-round mining. The region boasts the hot, tropical, and semi-humid climate of the Mato Grosso state in Central West Brazil. The area has two well-defined seasons: one dry season, usually from April to October and a season that receives large amounts of rain during November to March.

The Ernesto Property is in a range of hills that runs from northwest of Pontes e Lacerda to southeast of Pau-a-Pique. The terrain is comprised of rolling hills. The Ernesto District is covered by the Amazon Forest, much of which has been cleared for livestock activity.

Locally, topographic features are characterized by flat relief and hilly highlands with elevation ranging between 280 m and 430 m. The Property averages around 270 m above sea level.

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Aura operated the São Francisco Mine and the past-producing São Vincente Mine until 2014, both in the vicinity of Pontes e Lacerda. Experienced personnel can be found in the local region or in the state capital Cuiabá (approximately 450 km to the east). The nearest major airport is in Cuiabá.

The Ernesto Property contains a 130 tonnes per hour carbon-in-leach process plant, which includes crushing, milling, and tailing facilities with power supplied from the national grid via 138 kV transmission line from Pontes e Lacerda. The Ernesto Property also contains a gatehouse, administration offices, core shack, explosives storage facility, and the Ernesto open pit and waste rock dump. The contiguous properties do not contain any infrastructure, only the open pits and waste rock dumps. The Pau-a-Pique Property contains an underground mine in addition to surface facilities for administration and maintenance.

Aura has existing surface rights over most of the Project area either via direct ownership or agreements with landowners. There are no communities or permanent dwellings within the Complex footprint.

History

The Complex’s history is rooted in gold exploration in the late 17th and early 18th centuries. Exploration and resource extraction activities started with artisanal miners recovering placer gold along the rivers and streams in the Complex area. The gold was first discovered at the Aguapeí Gold Belt in the 18th century, where it was mined from primary (mainly), colluvial, alluvial, or placer deposits. Modern gold mining began in 1984, during a second gold rush at Alto Guaporé Gold Province (1984-1997). Artisanal miners, after the exhaustion of alluvial and colluvial deposits, discovered several small primary gold deposits close to Pontes e Lacerda city.

Around Ernesto Complex, in 1992, Anglo American and carried out intensive surface geochemical surveys along the belt, mainly stream sediment sampling. In 1993, Madison do Brasil, after the acquisition of exploration permits from Copacel and Minopar, carried out a diamond drilling program. In 1994, Madison do Brasil company assigned its mineral rights and transferred control of the exploration permits to TVX Gold, which, in 1995, carried out additional drilling campaigns. In the same year, TVX Gold transferred its mineral rights to MSE to capitalize on other business priorities. MSE drilled more exploratory drill holes. After 1995, no exploration was done until Yamana consolidated and expanded the Ernesto area claims. Yamana’s exploration of the Ernesto Property began in 2003 and consisted of surveying, rock chip sampling, chip channel sampling, soil sampling, and mapping.

From 2003 to 2009, drill programs were carried out to extend and convert near-surface resources that were excavated by artisanal miners. However, the main goal was to increase resources at the São Francisco Mine. In May 2015, Apoena Mineração, a subsidiary of Aura Minerals that already held the mineral rights of the São Francisco and São Vicente Mines, acquired the mining rights of Yamana Gold, including the EPP Mine. The ramp-up, initiated in 2016, at the Complex had approximately 233,000 oz in Proven and Probable Reserves. During the next seven years, over 420,000 oz of gold was produced. Recently it was decided to increase investments in exploration to extend the mine’s lifespan. These investments have been successful, leading to an increase in Proven and Probable Mineral Reserves to over 276,000 oz, resulting in an additional five or more years to the life of mine (LOM).

Initial exploration work by Yamana began in 2009 on Pau-a-Pique Deposit, following up on earlier artisanal mining activity. From 2015 to 2016, Aura conducted a drilling campaign over the Deposit. The Pau-a-Pique Mine started operations in 2017, following its acquisition by Apoena (Aura Minerals), and produced 61,099 oz until 2022, when operations were suspended.

Geology and Mineralization

The Apoena deposits are situated in the Middle Proterozoic Aguapeí Belt, along the southwestern margin of the Amazon Craton, in the Sunsás-Aguapeí Province (1.20 and 0.95 Ga; Teixeira et al., 2010). The EPP Mine deposits are described as a detachment-style gold deposit that typically has the following characteristics:

Gold mineralization is associated with low angle to flat detachment faults, generally with a normal (extensional) sense of movement which consistently places younger units over older units. Mineralization is epigenetic, hydrothermal in origin and is structurally controlled. Gold mineralization is located along asymmetrical anticlines and synclines that plunge gently to the north and are cut by Northwest and Northeast-trending narrow faults.

The Nosde-Lavrinha deposits consists of gold-rich quartz veins and veinlets occurring along a relatively thick, shallow-dipping structure at the base of the metasedimentary sequence and within altered sulfidic horizons in overlying meta-arenite units. The basal structure is interpreted to be a low-angle detachment fault that has been folded and faulted together with the overlying stratigraphy.

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Gold mineralization in Apoena mines and surrounding areas occurs in four zones, which consists of the Lower Trap (Ernesto Mine), Middle Trap (Ernesto Mine and Ernesto connection deposit), Upper Trap (Lavrinha and Nosde Mines) and Bonus Trap (Nosde Mine).

The Upper Trap is widely developed in the Lavrinha and Nosde deposits, occurs in metapelitic rocks (hematite sericite schist) in dilation zones of the intensely deformed synclinal troughs. The Upper and Intermediate traps share similar alteration and mineralization suites. The Upper Trap seems to be eroded in the Ernesto Deposit area.

Summary of mineralized traps in EPP Mine deposits

Trap

 

Host Rock

 

Type

 

Vein Geometry

 

Structural Context

 

Mineral Assembly

Lower Trap (Ernesto)

 

Contact between metatonalite and metasediments of Fortuna Fm.

 

Disseminated and Quartz Veins

 

Shear veins from 3 to 20 cm width dipping 45° towards SW, with metric quartz pockets

 

Low angle shear zone

 

(Qtz + Ser + Chl + Py + Hem ± Esp ± Mag)

Middle Trap (Ernesto)

 

Interbedded metaconglomerate and metarenite

 

Disseminated and Quartz Veins

 

Shear veins from 3 to 20 cm width dipping 45° towards SW, with metric quartz pockets

 

Intra-stratigraphic shear zone

 

(Qtz + Py + Hem ± Esp ± Mag ± Ser ± Chl)

Upper Trap (Lavrinha/Nosde)

 

Interbedded schist and metarenite

 

Disseminated and Quartz Veins

 

Bedding-parallel shear veins with <30 cm width

 

Intra-stratigraphic shear zone

 

(Qtz + Ser + Chl + Py + Hem ± Esp ± Mag ± Sd)

Bonus Trap (Nosde)

 

Metarenite

 

Disseminated and Quartz Veins

 

Mineralized veins orthogonal to bedding (191°/54°) or parallel (27°/21°), and conjugate vein arrays (126°/58°, 277°/51°, 16°/37°).

 

Competent metarenite layer with open dome and basing folds, and rupture of axial planes.

 

(Qtz + Py + Hem ± Esp ± Mag ± Ser ± Chl)

Representative cross section and plan view of mineralized zone in the Lavrinha Mine

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The Bonus Trap consists of centimeter thick cross-cutting quartz veins hosted by the upper metasandstone in the Nosde and Japonês deposits. These milky quartz veins include fresh and weathered pyrite and boxworks, along with visible gold. Hematite and limonite occur as fissure-filling and halos around the mineralized quartz veins.

Planview and typical section of the Nosde Mine.

The main gold mineralization in Ernesto Mine developed within of the Lower Trap zone at Ernesto consists largely of free gold hosted by mylonite, muscovite schist, and quartz veins accompanied by sulphides that occur along the sheared contact between meta-tonalite and meta-arenite. In addition to Lower Trap, gold also occurs along sheared contacts between meta-conglomerate and meta-arenite in the Middle Trap in the Ernesto Mine.

The Ernesto Connection deposit is a continuation of the old Ernesto Mine, toward the west, that was historically mined by Yamana, operations ceased in 2014 and the mine remains abandoned. Gold mineralization in the Ernesto Connection deposit occurs mainly in contact with the meta-conglomerate and meta-arenite of the Middle Trap and partially in the muscovite schist of the Upper Trap.

In the Ernesto Mine the rock foliation and mineralized contact trend NNW and have a shallow dip of approximately -25° NNE. The contact is not uniformly planar and is subject to rolling. In the Ernesto Connection deposit, the mineralized zone trends E-W and has a shallow dip of approximately -15° WSW.

Mining and Processing Methods

The mining method established by Apoena is an open pit mine, and commercial operation is scheduled to continue until the year 2027.

The project is developed through an outsourced operation, subject to environmentally sustainable practices and high-level mining operations with guaranteed safety standards.

The sterile material comprises soil, saprolite, weathered rock, and sound rock. The excavation of these deposits requires the use of drilling and blasting for safe and efficient mining, which is also a unit operation carried out through an outsourced company. The loading and transport of ore and waste is carried out with a combination of loaders, hydraulic excavators, and trucks prepared for the mine operation.

The mining schedule resulted in a production of 7.56 Mt of crude ore and 53.77 Mt of waste over the four years of the project’s life.

The development of the mine is based on variable cut-off grades that maximize gold production and operational flexibility, divided into high grade (above 0.9 g/t), medium grade (between 0.9 and 0.7 g/t), and low grade (between 0.7 and 0.34 g/t). The production by grade class is presented in the table below.

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The processing route considered in the EPP Apoena processing plant was based on tests conducted for types of metarenite ore and metaconglomerates, with predominant coarse gold content. The project comprises the primary crushing stage, followed by milling in a semi-autogenous mill (SAG), operating in a single stage and closed circuit with cyclones to generate a product with P80 of 0.106 mm. Part of the milling circulating load is diverted to a density recovery circuit, made up of two centrifuges, in addition to an intensive leaching reactor, of which rich liquor proceeds to the electrolysis step, resulting in gold-charged cathodes, which are melted to obtain the gold bullion.

The milling product goes to a linear sieve to remove organic deleterious substances, which have its undersize thickened to feed seven mechanically stirred tanks, the first for leaching, while the others are subject to leaching and adsorption of gold by coal. Such configuration is referred to as LCIL. Originally, the residence time in the LCIL circuit was 24 hours, based on the rated plant feed rate of 123 t/h of ore. However, the residence time is currently 16 hours, owing to progressive increases in the plant’s feed flow. Cyanide is dosed into the first tank, as well as lime milk to create a buffer environment for cyanide integrity. In this same first tank, injection of air was originally performed, later replaced by cryogenic or purified oxygen injection, in order to provide oxygen for the complexation reaction of gold.

Permit conditions

The Aura Apoena unit is located in the transition area between the Amazonian and Cerrado biomes, with the predominance of Cerrado and Anthropogenic Field vegetation types observed in the influence areas. Regarding the territorial dynamics of land use and occupation, the EIA (Environmental Impact Assessment) indicates that the complex intersects areas with extensive livestock use, with no indigenous lands, traditional communities, archaeological sites, or speleological sites identified.

Aura Apoena has existing surface rights over the entire project area, whether as owner or through agreements with owners of adjoining lands. There are no communities or permanent dwellings within the Project area.

Among the potential negative impacts identified in the EIA (Mineral, 2009) that deserve special attention from the entrepreneur are the continuation of socio-environmental control actions. These include the maintenance of Legal Reserve areas, air quality monitoring, fauna monitoring, noise and vibration monitoring, water and effluent monitoring, water consumption control, control of its properties, degraded areas recovery program, environmental education program, social program, seedling nursery, dam monitoring, and closure plan.

The Aura Apoena Unit complied with all stages of environmental licensing, including the preliminary, installation, and operating license, as well as fulfilling the guidelines for requesting renewals of Operating Licenses, on February 7, 2022, operating regularly with the Renewal of Operating License in effect as of August 9, 2025.

Environmental monitoring is carried out periodically during the Project’s operational phase and are compliant with current environmental legislation. Especially concerning the monitoring of surface water quality and effluents, the results of the samples collected also indicate discharge standards in accordance with the law.

It is noted that the Nosde Mine constitutes the main target of the resource assessment addressed in this summary, with its operational feasibility being attested by the current environmental license coupled with the implementation of environmental control actions.

Nevertheless, for the exploitation of the entire mineral resource, it is necessary to carry out technical environmental studies, in light of new environmental intervention authorizations to support vegetation suppression, necessary for the expansion of the pit.

At this point, it is important to note that, for the expansion of the pit to fully utilize the entire mineral resource, there is an exclusive need to comply with the requirements of current legislation is necessary to obtain the appropriate authorizations, which include specific technical studies such as forest inventory, respective compensation proposals, and other procedures.

For a list of our current material concessions, see “Regulatory Overview — Mining Regulations.”

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Processing plants and other available facilities

The Apoena (EPP) plant operated between 2013 and 2014 with run of mine (ROM) content between 0.80 and 1.33 g/t of gold and gold recoveries between 80% and 97%. The difficulties of planning and mining control ended up contributing to the shutdown of operations.

New tests were conducted to resume the operation, including studies for the new ore body — Lavrinha. The tests revealed a high metallurgical performance of Lavrinha ore, with gold recoveries close to 94%. However, the presence of sericite shale and mylonite in the Ernesto Lower Trapp ore typology pointed to lower levels of gold recovery, owing to the lower contribution of gravimetry in the processing of such typology. With the presence of less tenacious material than the metaconglomerate, simulations based on characterizations by SPI and BWI tests revealed feed flows of the EPP circuit greater than 250 t/h of ore, greater than the rated capacity of 1 Mtpa of the plant.

Recent tests for Ernesto Medium Trap and Nosde body showed high recoveries relating to the presence of metaconglomerate and metarenite typologies. The gold recoveries obtained, close to 94%, were confirmed in 2022 when each of the typologies was processed at the EPP industrial plant.

The graphic below shows the distribution of EPP feed during 2022. The typologies and origins of the ore are observed according to the vertical axis on the left, as well as the gold recoveries obtained on the vertical axis on the right. At the beginning of 2022, with the contribution of Nosde ore, gold recovery reached amounts between 93% and 94%.

Gold Recoveries and Pit Contributions for the Year 2022

The graphic below shows the feed profile for different typologies and the origin of ores predicted for the year 2024, in which a strong contribution of the Nosde body is observed.

Contributions of Mineralized Bodies in the ROM Expected for the Year 2024

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The graphic below shows the distribution of ore bodies planned for LOM from 2025 to 2028.

Contributions of Mineralized Bodies in the ROM Expected for the Year 2024

Total cost or book value of property

The total net book value of this property, plant and equipment is US$62.8 million.

Drilling, Sampling and Assaying

Nosde and Lavrinha Deposits

From 2017 onwards, exploration activities at the Lavrinha Mine were conducted by Aura (Apoena), in which 234 drilling holes were carried out in the deposit between 2017 and 2023, totaling 39518.58 meters drilled.

The objectives of drilling in the Lavrinha Mine was: converting Mineral Resources in areas where there was already consolidated geological knowledge (central area and ends of the pit); exploratory in order to test the extent of mineralized bodies at depth and; exploration with the aim of verifying the extent of mineralization between the Lavrinha and Nosde deposits.

Aura (Apoena) commenced exploration activity on the Nosde Mine in 2019 with a robust drilling schedule of 100 exploratory holes throughout the area of the current Nosde pit. In the years that followed, exploration campaigns totaled 362 drilling holes in the area with 53,466.79 meters drilled. A summary of all survey campaigns carried out between 2019 and 2023 is presented in the graph below.

The Nosde Mine drilling objectives was to convert Mineral Resources in areas where there was already consolidated geological knowledge, testing the continuity of mineralized bodies at 300 and 450 meters (Middle and Lower Traps, respectively), with an average depth of 380 meters, and exploratory holes in the connection region between the Nosde and Lavrinha pits to better understand local mineralization without a defined regular drilling network.

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Summary of Aura’s Exploration and infill Drilling in Nosde and Lavrinha

Aura’s recent exploration successfully confirmed the connection of the Upper Trap zone between the Nosde and Lavrinha mines and added additional resources to the Mineral Resources inventory at Apoena. At the Nosde Mine, infill drilling successfully converted Mineral Resources, and tested the continuity of mineralized bodies at 300 and 450 meters (Middle and Lower Traps, respectively), confirming an average depth of 380 meters. The exploratory holes in the connection region between the Nosde and Lavrinha pits provided better understanding of local mineralization. Infill drilling at Lavrinha successfully converted Mineral Resources in the central area and NE ends of the pit and exploratory drilling tested and successfully confirmed the extent of the mineralized bodies at depth and between the Lavrinha and Nosde deposits.

The Lavrinha Lower Trap zone has been sampled by surface diamond drilling with core sampling. The Lower Trap database contains 396 drill holes, totaling 59,973.97 meters drilled of which 134 (18,547.7m) are historic holes drilled from 1994 to 2014, mainly by Yamana (85% of historical holes), and 262 were drilled by Aura since 2015.

The Nosde Bonus and Lower Trap zones have been sampled by surface diamond drilling and core sampling. The Nosde database contains 414 drill holes, totaling 61,951.51 meters drilled of which 53 (8,821.38 m) are historic holes drilled from 1994 to 2013, mainly by Yamana (94% of historical holes), and 361 were drilled by Aura since 2019 (NSD series).

A total of 52,015 drill core samples are included in the database of which 48,706 have the assay results available and 4,274.77 meters of drill holes were not sampled.

Ernesto and Ernesto connection Deposits

In 2015, 3,076.2 m of drilling within 21 holes was conducted on the Ernesto area by Aura focusing only on the Lower Trap where Mineral Resources were deemed to be suitable for a potential underground mining operation.

In 2017, 2,998.63 m of infill drilling within 25 holes was conducted on the west part of the Ernesto deposit focusing on the Middle and Lower Traps. In 2018, a total of 1,823.44 m of infill drilling in 12 holes was conducted in the central and east side of the Ernesto deposit.

In 2021, 5,146.8 m of drilling within 37 holes was conducted on the eastern/northeastern and southeastern extensions of the Ernesto area focusing on Middle and Lower Trap. A total of 21 holes to inferred Mineral Resources on the east and northeast side of Ernesto deposit.

In 2022, a total of 13,440.2 m of drilling within 74 holes was conducted on the Ernesto deposit (north extensions). A total of 12 holes were drilled to confirm the potential of the “Paiol” northern area and possible Inferred Mineral Resources, focusing on shallower mineralization in the basal metarenite. A total of 62 holes of infill drilling focused on the Middle and Lower Trap, confirming continuous mineralization in both traps with variable continuity and thicknesses.

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Aura drilled the Ernesto connection area between 2018 and 2023 to establish a Mineral Resource. In 2018, 816.43 m were drilled in 9 drilling holes. In 2021, 10,157.96 m infill diamond drilling was drilled in 62 holes. In 2023, an additional 5,040.26 m was drilled in 17 holes. In 2022, four holes were drilled, totaling 593.27 m, to determine the near surface potential of old Ernesto pit area.

Aura’s exploration and infill drilling in Ernesto and Ernesto connection.

Pau-a-Pique Deposit

In 2009, Yamana initiated efforts to follow up on previous artisanal mining activity. From 2015 to 2022 Aura conducted several drill campaigns. The Pau-a-Pique Mine resumed operations in 2017, following its acquisition by Apoena (Aura Minerals), and produced 61,099 oz until August of 2022, when operations were suspended due to some geotechnical issues (collapse in mine workings) and below expectation economics.

Nosde and Lavrinha Mineral Resource Estimate

The geological layout of the Nosde and Lavrinha deposits is subdivided into seven lithological domains from which two of them are mineralized. The mineralized domains are metarenites (MAR) of the Bonus and Upper Traps and schists of the Upper Trap.

Within these two lithological domains, four mineralized models were constructed using 0.35 g/t Au (for Upper Trap domains) and 0.2 g/t Au (for Bonus Trap domain) gold grades as well as alteration and mineralogical constraints which were logged during several diamond drilling campaigns.

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Planview of the Nosde and Lavrinha mines showing mineralized Models

The updated Mineral Resource Estimate is based on 3D domains encompassing all economic gold mineralization in the Nosde and Lavrinha deposits. These mineralized domains were analyzed for grade capping and variography and then were interpolated using the ordinary kriging method.

The below graphic presents Nosde and Lavrinha mines cross section including block grade within Mineral Resources optimized Pit (US$2,200/oz).

Nosde and Lavrinha mines cross section showing block grade within Mineral Resources optimized Pit(US$2,200/oz)

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Masses of ROM Extracted in Pit and Average Transport Distance by Classification

Source

 

Mine

Destination

 

Ore Yard/Stacks

Ore/Waste

 

High- and medium-grade
ore (for the plant)

 

Low-grade ore
(for stockpile)

 

Waste
(for waste deposits)

Year

 

Tonnage

 

DMT

 

Tonnage

 

DMT

 

Tonnage

 

DMT

   

Kt

 

m

 

Kt

 

m

 

Kt

 

m

2023

 

229,169

 

3,249

 

158,801

 

3,937

 

1,940,756

 

3,242

2024

 

1,169,175

 

3,249

 

612,514

 

3,937

 

12,201,627

 

3,242

2025

 

419,169

 

3,249

 

393,518

 

3,937

 

16,810,920

 

3,242

2026

 

797,770

 

3,249

 

558,026

 

3,937

 

17,833,307

 

3,242

2027

 

2,964,735

 

3,249

 

257,533

 

3,937

 

4,984,070

 

3,242

The production mining fronts will be accessed by berms with a minimum width of 6.5 m, ramps with a minimum width of 13 m, and a maximum slope of 10%. The conditions of the tracks will be consistent with good practices for the operation of mining equipment.

When necessary, mechanical excavation of soil and saprolite should be performed by bulldozer or directly by hydraulic excavators, while all rock operations will be carried out with the use of explosives. The loading operation will preferably be performed by a hydraulic excavator with a backhoe profile and complemented by loaders. The transport of rocks will be carried out by trucks prepared for the mining operation. The development and infrastructure of the mine will be carried out by bulldozers, motor graders, and compactor rollers, while dust control will be performed with the use of water trucks.

The ore will be removed from the stockyard near the crushing plant using a loader that will feed the concentration plant. Thus, there will be no direct feeding by trucks to the primary crusher feeder.

When necessary, the material from the low-grade deposits will be loaded and transported to the beneficiation plant; this alternative was considered in the production schedule until the end of the project’s useful life.

Operations

Near Mine (Apoena) Drilling

The purpose of near mine drilling was first to convert Inferred Mineral Resources to Measured and Indicated in the Lavrinha, Nosde and Ernesto Connection mines and then expand its mineral resource and reserve footprints as well as helping mine planning for these mines.

During 2024, the infill and exploratory drilling campaign was focused on near-mine targets such as Nosde-Lavrinha, Ernesto Connection, Cantina and Pombinhas, to delineate and convert Inferred Mineral Resources to the Indicate category within an established optimized mineral resource pit.

A total of 100 drillholes were completed across near-mine targets, totaling 17,164.37 meters and the backlog was finalized. Infill drilling in the Nosde and Lavrinha deposits was focused on delineation of upper trap schist to convert inferred Mineral Resources to indicated Mineral Resources.

A total of 6,547.59 meters were drilled in 28 diamond drill holes in the Lavrinha mine and a total of 6,953 samples (including those used for QA/QC purposes) were collected. A total of 1,668.60 meters were drilled in 9 diamond drill holes in the Nosde mine and a total of 1,152 samples (including those used for QA/QC purposes) were collected.

A total of 4,808.68 meters were drilled in 34 holes in the East and towards the North of the Ernesto mine to extend mineral resources footprints. A total of 3,088 samples (including those used for QA/QC purposes) were collected. In Ernesto Connection mine a total of 2,096.06 meters were drilled in 8 diamond drill holes in 2024 and a total of 1,096 samples (including those used for QA/QC purposes) were collected.

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The Cantina’s target is located 100m west of the EPP Complex’s entrance. Surface mapping in the artisanal pit indicates the same mylonite mineralization mined at the Ernesto deposit. During 2024, 15 exploration holes, totaling 857.91 meters, were completed in the area to test the strike and down dip continuity of the Lower Trap (mineralization in the mylonite). Most holes intersected similar hydrothermal alteration of the Ernesto mine with sericite and chlorite alterations and oxidized sulfides in a considerable thickness.

In Pombinhas, a total of 1,185.53m were drilled in 6 drill holes throughout 2024. The results confirmed mineralization in the Lower Trap (hosted in mylonite) and Middle Trap (hosted in metaconglomerate).

During 2024, a total of 13,451 samples were collected from drill holes, including 549 blank samples (4% of total of samples) and 483 standard samples (3,6% of the total sampled).

The Pau-a-Pique mine had a high operating cost and low production rate, in addition to some occurrences of occasional subsidence on the surface outside the mine and rock fall underground, which required the intermittent suspension of underground operations. The Pau-a-Pique mine stayed in care and maintenance throughout 2024.

Besides the EPP Complex, Aura has an extensive land package in the Guapore belt and Pontes e Lacerda, which provide attractive greenfield, brownfield and advanced exploration targets.

Summary of Aura DDH Drilling at Apoena Open Pit Mines & Near Mine Targets

MINE

 

DDH

 

2015

 

2017

 

2018

 

2019

 

2020

 

2021

 

2022

 

2023

 

2024

 

Total

Ernesto

 

holes

 

21

 

25

 

12

         

37

 

74

 

15

 

34

 

218

   

Meters

 

3,076.95

 

2,998.63

 

1,823.44

         

5,146.80

 

13,440.20

 

4,467.55

 

4,808.68

 

35,762.25

Ernesto Connection

 

Holes

         

9

         

62

 

4

     

8

 

83

   

Meters

         

816.43

         

10,157.96

 

593.27

     

2,096.06

 

13,663.72

Japonês

 

Holes

         

90

 

42

     

2

             

134

   

Meters

         

5,663.11

 

2,319.64

     

217.84

             

8,200.59

Japonês West

 

Holes

                             

69

     

69

   

Meters

                             

10,247.79

     

10,247.79

Lavrinha

 

Holes

 

23

 

22

 

68

 

27

 

15

 

17

 

47

 

54

 

28

 

301

   

Meters

 

997.40

 

1,385.70

 

9,322.97

 

4,133.85

 

2,101.95

 

3,034.36

 

10,663.73

 

12,214.74

 

6,547.59

 

50,402.29

Nosde

 

Holes

             

100

 

77

 

34

 

125

 

35

 

9

 

380

   

Meters

             

8,305.24

 

6,543.78

 

4,842.50

 

25,814.41

 

9,652.92

 

1,668.60

 

56,827.45

Cantina

 

Holes

                                 

15

 

15

   

Meters

                                 

857.91

 

857.91

Summary of Aura DDH Drilling at Regional Targets

Target

 

DDH

 

2019

 

2020

 

2021

 

2022

 

2023

 

2024

 

Total

Anomalia BP

 

holes

             

11

         

11

   

meters

             

4,431.44

         

4,431.44

Pombinhas

 

holes

             

3

 

22

 

6

 

31

   

meters

             

449.25

 

4,264.48

 

1,185.53

 

5,889.26

Bananal

 

holes

 

25

 

84

 

35

             

144

   

meters

 

5,360.51

 

24,482.59

 

12,391.14

             

42,234.24

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Table of Contents

Summary of 2024 DDH Drilling at Nosde, Lavrinha & Ernesto Mines

Mine/Deposit

 

LVR

 

ERN

 

NSD

 

TOTAL

Number of holes

 

28

 

 

42

 

 

9

 

 

79

 

Meters drilled

 

6,547.59

 

 

6,904.74

 

 

1,668.60

 

 

15,120,93

 

Minimum depth

 

150.61

 

 

38.85

 

 

138.51

 

 

38.85

 

Maximum depth

 

477.88

 

 

304.04

 

 

273.39

 

 

477.88

 

Minimum dip

 

(55

)

 

(55

)

 

(65

)

 

(55

)

Maximum dip

 

(90

)

 

(88

)

 

(65

)

 

(90

)

Minimum azimuth

 

0

 

 

060

 

 

035

 

 

0

 

Maximum azimuth

 

355

 

 

359

 

 

215

 

 

359

 

Number of samples

 

6,953

 

 

4,184

 

 

1,152

 

 

12,289

 

Total length sampled

 

5,220.32

 

 

4,816.20

 

 

1,375.01

 

 

11,411.53

 

Summary of 2024 Drilling At Near Mine Targets (Cantina & Pombinhas)

Deposit/Target

 

CAN

 

PBS

 

TOTAL

Number of holes

 

15

 

 

6

 

 

21

 

Meters drilled

 

857.91

 

 

1,185.53

 

 

2,043.44

 

Minimum depth

 

40.98

 

 

159.71

 

 

40.98

 

Maximum depth

 

80.73

 

 

270.82

 

 

270.82

 

Minimum dip

 

(52

)

 

(55

)

 

(52

)

Maximum dip

 

(90

)

 

(60

)

 

(90

)

Minimum azimuth

 

0

 

 

065

 

 

0

 

Maximum azimuth

 

340

 

 

070

 

 

340

 

Number of samples

 

783

 

 

379

 

 

1,162

 

Total length sampled

 

838.17

 

 

407.08

 

 

1,245.25

 

In the Lavrinha mine, drilling azimuths varied between 00° and 355°, dips between -55° and -90° and depths up to 477.88m. In the Nosde mine, drilling azimuths varied between 35° and 215°, dips between -65° and depths up to 273.39m. In the Ernesto mine, drilling azimuths varied between 60° and 359°, dips between -55° and -88° and depths up to 304.04m.

True thicknesses are approximately 90% and 87% for Lavrinha and Nosde mines respectively from the apparent thicknesses shown in the following tables. Core recovery for the Apoena Mine is typically 98%.

Updated Mineral Resource and Mineral Reserve Estimates

Nosde & Lavrinha Deposits

Near mine exploration drilling in Lavrinha and Nosde increased the mineral resources footprint and generated an integrated model for Lavrinha and Nosde which connects these mines from SE to NW at depth. The integrated model was established and used to report Mineral Resources for Nosde and Lavrinha Mines in 2023 and onward. In 2024 pit inclusion more deeper drilling between Nosde and Lavrinha mines created additional mineralization zones, which increased mineral inventories for both deposits. As a result, the new pit optimization with higher prices combined both mines in one large pit to be used for Mineral Resource and Mineral Reserve estimation.

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Mineral Resources.    We estimate that the Mineral Resources (exclusive of Mineral Reserves) at the Nosde & Lavrinha mine, as of December 31, 2024, are as follows:

Mines

 

Category

 

Tonnage
(t)

 

Grade Au
(g
/t)

 

Contained Au
(oz)

 

Cut-off
grades
(g
/t)

 

Metallurgical
recovery
(%)

Nosde & Lavrinha

 

Measured

 

124,881

 

0.62

 

2,502

 

0.39

 

93.5

   

Indicated

 

1,640,663

 

0.94

 

49,644

 

0.39‎

 

93.5

   

M&I

 

1,765,544

 

0.92

 

52,146

 

0.39‎

 

93.5

   

Inferred

 

1,649

 

1.69

 

89,809

 

0.39‎

 

93.5

____________

Notes and Assumptions*:

(1)      The mineral resource estimate has an effective date of December 31, 2024.

(2)      The Mineral Resource estimate is reported on a 100% ownership basis.

(3)      Mineral Resource exclusive of Mineral Reserve.

(4)      Mineral resources do not have demonstrated economic viability.

(5)      S-K 1300 definitions were used to estimate Mineral Resources.

(6)      Mineral Resources are reported in situ from one single optimized pit shell for both open pit mines.

(7)      The cut-off grade for the estimate of mineral resources is 0.39 g/t Au.

(8)      The Measured, indicated and inferred mineral resources are contained within a limiting pit shell (using 2,200US$/oz. gold price).

(9)     A density model based on alteration and rock type was established for volume to tonnes conversion averaging 2.74 tonnes/m3.

(8)      Contained metal figures may not add due to rounding.

(9)      Surface Topography as of December 31, 2024.

Mineral Reserves.    We estimate that the Mineral Reserves at the Nosde & Lavrinha mines, as of December 31, 2024, are as follows:

Mines

 

Category

 

Tonnage
(t)

 

Grade Au
(g
/t)

 

Contained Au
(oz)

 

Cut-off
grades
(g
/t)

 

Metallurgical
recovery
(%)

Nosde & Lavvrinha

 

Proven

 

2,244,886

 

0.74

 

53,503

 

0.47

 

93.5‎

   

Probable

 

7,388,717

 

1.06

 

250,755

 

0.47

 

93.5‎

   

P&P

 

9,633,602

 

0.98

 

304,258

 

0.47

 

93.5‎

____________

Notes & Assumptions*:

(1)      S-K 1300 definitions were used to estimate Mineral Reserves.

(2)      The Mineral Reserves estimate is reported on a 100% ownership basis.

(3)      Mineral Reserves have an effective date of December 31, 2024.

(4)      The estimate of Mineral Reserves may be materially affected by environmental, permitting, legal, marketing, or other relevant issues.

(5)      The cut-off grade for the estimate of mineral resources is 0.47 g/t Au.

(6)      Mineral Reserves are confined within an optimized pit shell that uses the following parameters: gold price 2,000 US$, exchange rate of 5.30 Brazilian Real: US$1.00; total process cost: US$13.32/t; mining costs: US$2.16/t, general and administrative costs: US$4.42/t; sustaining costs: US$0.33/t processed; metallurgical recovery of 93.5%; mining recovery 95% for meta arenite and 98% for schist, mining dilution of 20%; overall slope angle 38°.

(7)      Tonnages and grades have been rounded in accordance with reporting guidelines. Totals may not sum due to rounding.

(8)      Surface Topography as of December 31, 2024.

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Table of Contents

Pau-a-Pique Deposit

Mineral Resources.    We estimate that the Mineral Resources at the Pau-a-Pique mine, as of December 31, 2024, are as follows:

Mineral Resources Category

 

Tonnes
(t)

 

Au
(g
/t)

 

Contained
Au oz

 

Cut-off
grades
(g
/t)

 

Metallurgical
recovery
(%)

Measured

 

242,180

 

3.19

 

24,850

 

1.34‎

 

93.5

Indicated

 

601,660

 

2.71‎

 

52,450‎

 

1.34‎

 

93.5‎

Measured & Indicated

 

843,840

 

2.85

 

77,300

 

1.34

 

93.5

Inferred

 

71,330

 

2.47

 

5,660

 

1.34

 

93.5‎

____________

Notes & Assumptions*

(1)      S-K 1300 definitions were used to estimate Mineral Resources.

(2)      The Mineral Resource estimate is reported on a 100% ownership basis.

(3)      Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability.

(4)      The estimate of Mineral Resources may be materially affected by environmental, permitting, legal, marketing, or other relevant issues. Please see “Risk Factors.”

(5)      Contained metal figures may not add due to rounding.

(6)      Mineral Resources are estimated in situ using a long-term gold price of US$1,750 per ounce for Pau-a-pique underground mine.

(7)      Based on a cut-off grade of 1.34 g/t Au and minimum width of 2 m.

(8)      Mineral Resources are estimated from the 410 m EL to the 65 m EL, or from approximately 30 m depth to 500 m depth from surface.

(9)      End of the year mining depletion shapes used to estimate remaining resources.

(10)    Density models based on rock types were used for volume to tonnes conversion with resources averaging 2.77 tonnes/m3.

Ernesto Deposit

Mineral Resources.    We estimate that the Mineral Resources (exclusive of Mineral Reserves) at the Ernesto mine, as of December 31, 2024, are as follows:

Mineral Resources Category

 

Tonnes
(t)

 

Au
(g
/t)

 

Contained
Au oz

 

Cut-off
grades
(g
/t)

 

Metallurgical
recovery
(%)

Measured

 

 

 

 

 

Indicated

 

50,982

 

0.81

 

1,332

 

0.39

 

93.5

Measured & Indicated

 

50,982

 

0.81

 

1,332

 

0.39

 

93.5

Inferred (Underground)

 

472,000

 

2.32

 

35,230

 

1.5

 

93.5

____________

Notes & Assumptions*

(1)      S-K 1300 definitions were used to estimate Mineral Resources.

(2)      The Mineral Resource estimate is reported on a 100% ownership basis.

(3)      Mineral Resources are exclusive to Mineral Reserves. Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability.

(4)      The estimate of Mineral Resources may be materially affected by environmental, permitting, legal, marketing, or other relevant issues. Please see “Risk Factors.”

(5)      Contained metal figures may not add due to rounding.

(6)      Mineral Resource are reported in situ from an optimized pit at US$2,200/oz gold price and at a cut-off grade of 0.39 g/t Au inside the optimized resource pit.

(7)      Density models based on rock types were used for volume to tonnes conversion with resources averaging 2.65 tonnes/m3.

(8)      Inferred Resources are reported in two parts, inferred (OP) which is mineable by an open pit operation and Inferred (UG) which only can be mined by an underground operation. Inferred (UG) Mineral Resources are reported at a cut-off grade of 1.5 g/t.

(9)      Surface topography is based on December 31, 2024.

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Mineral Reserves.    We estimate that the Mineral Reserves at the Ernesto deposit, as of December 31, 2024, are as follows:

Mineral Reserve Category

 

Tonnes
(t)

 

Au
(g
/t)

 

Contained
Au oz

 

Cut-off
grades
(g
/t)

 

Metallurgical
recovery
(%)

Proven

 

 

 

 

 

Probable

 

242,766

 

1.11

 

8,656

 

0.47

 

93.5

Proven & Probable

 

242,766

 

1.11

 

8,656

 

0.47

 

93.5

____________

Notes & Assumptions*

(1)      S-K 1300 definitions were used to estimate Mineral Reserves.

(2)      The Mineral Reserves estimate is reported on a 100% ownership basis.

(3)      Mineral Reserves are the economic portion of Measured and Indicated Mineral Resources. Mineral Reserve estimates include mining dilution and mining recovery. Mining dilution and recovery factors vary with specific reserve sources and are influenced by several factors including deposit type, deposit shape and mining methods.

(4)      The estimate of Mineral Reserves may be materially affected by environmental, permitting, legal, marketing, or other relevant issues.

(5)      Mineral Reserve estimated in situ using pit designs which have been optimized using only Indicated Resources at $2,000/oz. gold price.

(6)      Mineral Reserves were estimated at a cut-off grade of 0.47 g/t Au and applying 20% dilution factor with 98% mining recovery.

(7)      Ounces are estimates of metal contained in ore tonnages and do not include allowances for processing losses.

(8)      Contained metal figures may not add due to rounding.

(9)      Surface topography based on December 31, 2024.

Japonês Deposit

Mineral Resources.    We estimate that the Mineral Resources (exclusive of Mineral Reserves) at the Japonês deposit as of December 31, 2024, are as follows:

Mineral Resources Category

 

Tonnes
(t)

 

Au
(g
/t)

 

Contained
Au oz

 

Cut-off
grades
(g
/t)

 

Metallurgical
recovery
(%)

Measured

 

 

 

 

 

Indicated

 

37,460

 

1.12

 

1350‎

 

0.40‎

 

93.5

Measured & Indicated

 

37,460

 

1.12

 

1350

 

0.40‎

 

93.5

Inferred

 

4,370

 

1.37

 

190

 

0.40‎

 

93.5

____________

Notes & Assumptions*

(1)      S-K 1300 definitions were used to estimate Mineral Resources.

(2)      The Mineral Resource estimate is reported on a 100% ownership basis.

(3)      Mineral Resources are exclusive to Mineral Reserves. Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability.

(4)      The estimate of Mineral Resources may be materially affected by environmental, permitting, legal, marketing, or other relevant issues. Please see “Risk Factors.”

(5)      Contained metal figures may not add due to rounding.

(6)      Mineral Resources estimated in situ and based on an optimized pit shell using US$1,900/oz gold and at a cut-off grade of 0.40 g/t Au.

(7)      Density models based on rock types were used for volume to tonnes conversion with resources averaging 2.76 tonnes/m3.

(8)      Surface topography based on December 31, 2023.

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Table of Contents

Mineral Reserves.    We estimate that the Mineral Reserves at the Japonês deposit, as of December 31, 2024, are as follows:

Mineral Resources Category

 

Tonnes
(t)

 

Au
(g
/t)

 

Contained
Au oz

 

Cut-off
grades
(g
/t)

 

Metallurgical
recovery
(%)

Proven

 

 

 

 

 

Probable

 

245,230

 

1.04

 

8,200

 

0.47

 

93.5

Proven & Probable

 

245,230

 

1.04

 

8,200

 

0.47

 

93.5

____________

Notes & Assumptions*

(1)      S-K 1300 definitions were used to estimate Mineral Reserves.

(2)      The Mineral Reserves estimate is reported on a 100% ownership basis.

(3)      Mineral Reserves are the economic portion of the Measured and Indicated Mineral Resources. Mineral Reserve estimates include mining dilution and mining recovery. Mining dilution and recovery factors vary with specific reserve sources and are influenced by several factors including deposit type, deposit shape and mining methods.

(4)      The estimate of Mineral Reserves may be materially affected by environmental, permitting, legal, marketing, or other relevant issues. Please see “Risk Factors.”

(5)      The Mineral Reserves estimate is based on a designed pit using only Measured and Indicated resources, which has been optimized using US$1,700/oz. gold price.

(6)      Mineral Reserve were estimated at cut-off grade of 0.47 g/t Au and applying 40% dilution factor and 98% mining recovery.

(7)      Ounces are estimates of metal contained in ore tonnages and do not include allowances for processing losses. Metallurgical recovery rates which are representative of the estimated amount of metal to be recovered through metallurgical extraction processes are only used for cut-off grade calculation and pit optimization.

(8)      Contained metal figures may not add due to rounding.

(9)      Surface topography based on December 31, 2023.

Ernesto-Lavrinha Connection

Exploration drilling during 2020 and 2021 in the east of Lavrinha Pit and Old Ernesto Pit showed that the Ernesto Middle trap is continuous and exposed near-surface again to the west of Old Ernesto Pit. Although the Mineral Resources in this zone can be categorized as an extension of the Lavrinha or Ernesto deposit, due to its distance from the existing Lavrinha and Ernesto Pit, they are expected to be mined as a separate small pit or as an extension of the old Ernesto pit.

Mineral Resources.    We estimate that the Mineral Resources (exclusive of Mineral Reserves) at Ernesto-Lavrinha connection deposit as of December 31, 2024, are as follows:

Mineral Resources Category

 

Tonnes
(t)

 

Au
(g
/t)

 

Contained
Au oz

 

Cut-off
grades
(g
/t)

 

Metallurgical
recovery
(%)

Measured

 

 

 

 

 

Indicated

 

648,548

 

1.05

 

21,834

 

0.40

 

93.5

Measured & Indicated

 

648,548

 

1.05

 

21,834

 

0.40

 

93.5

Inferred

 

99,037

 

0.87

 

2,770

 

0.40

 

93.5

____________

Notes & Assumptions*

(1)      S-K 1300 definitions were used to estimate Mineral Resources.

(2)      The Mineral Resources estimate is reported on a 100% ownership basis.

(3)      Mineral Resources are exclusive to Mineral Reserves. Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability.

(4)      The estimate of Mineral Resources may be materially affected by environmental, permitting, legal, marketing, or other relevant issues. Please see “Risk Factors.”

(5)      Contained metal figures may not add due to rounding.

(6)      Mineral Resource estimate is reported in situ and based on an optimized pit shell using US$1,900/oz gold and at a cut-off grade of 0.40 g/t Au.

(7)      Density models based on rock types were used for volume to tonnes conversion with resources averaging 2.73 tonnes/m3.

(8)      Surface topography based on December 31, 2024.

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Table of Contents

Mineral Reserves.    We estimate that the Mineral Reserves at Ernesto-Lavrinha connection deposit, as of December 31, 2024, are as follows:

Mineral Resources Category

 

Tonnes
(t)

 

Au
(g
/t)

 

Contained
Au oz

 

Cut-off
grades
(g
/t)

 

Metallurgical
recovery
(%)

Proven

 

 

 

 

 

Probable

 

801,150

 

0.95

 

24,500

 

0.40

 

93.5

Proven & Probable

 

801,150

 

0.95

 

24,500

 

0.40

 

93.5

____________

Notes*

(1)      S-K 1300 definitions were used to estimate Mineral Reserves.

(2)      The Mineral Reserves estimate is reported on a 100% ownership basis.

(3)      Mineral Reserves are the economic portion of Measured and Indicated Mineral Resources. Mineral Reserve estimates include mining dilution and mining recovery. Mining dilution and recovery factors vary with specific reserve sources and are influenced by several factors including deposit type, deposit shape and mining methods.

(4)      The estimate of Mineral Reserves may be materially affected by environmental, permitting, legal, marketing, or other relevant issues. Please see “Risk Factors.”

(5)      The Mineral Reserves estimate is reported in situ and based on a designed pit using only Measured and Indicated resources, which has been optimized using US$1,700/oz. gold price.

(6)      Mineral Reserves were estimated at cut-off grade of 0.47 g/t Au and applying 40% dilution factor and 98% mining recovery.

(7)      Ounces are estimates of metal contained in ore tonnages and do not include allowances for processing losses. Metallurgical recovery rates which are representative of the estimated amount of metal to be recovered through metallurgical extraction processes are only used for cut-off grade calculation and pit optimization.

(8)      Contained metal figures may not add due to rounding.

(9)      Surface topography based on December 31, 2024.

Mineral Resource and Reserves Change from 2023 to 2024:

The effective date of Mineral Resources and Mineral Reserves for Apoena mine disclosed in this section is December 31, 2024. The effective date of Mineral Resources and Mineral Reserve in the most recent technical report for the Apoena mines is October 31, 2023. Since then, we had additional exploration drilling and also mining activities in the Apoena mines. In particular, for Ernesto mine, we reported Mineral Resources and Mineral Reserves at the end of the year 2024 minus depletion. The changes since the effective date of the technical report are not material.

Recent exploration at Apoena focused on closing the gap between the Nosde and Lavrinha mines, enabling a combined pit design that incorporates mineralization within the connecting schist layer. Infill drilling confirmed the continuity of the Upper Trap zone, adding new resources to the Mineral Resource inventory. At Nosde, drilling also converted existing resources and confirmed mineralization at depths of 300m and 450m (Middle and Lower Traps), with an average depth of 380m. Drilling in the connection zone further improved geological understanding of local mineralization.

Proven and Probable Mineral Reserves included the replacement of 100% of depleted ounces with a net 69,000oz added, representing a 25% increase in ounces.

Notably, Inferred Mineral Resources increased by 123% as a result of infill and exploration drilling in Nosde and Lavrinha mines.

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Operational Updates

The table below sets out selected operating information for the mines at commercial stage at the Apeona, consolidated for the periods indicated.

 

For the three months ended
December 31

 

For the twelve months ended
December 31

Operating Statistics

 

2024

 

2023

 

2024

 

2023

Ore mined (tonnes)

 

633,376

 

 

469,215

 

 

2,134,095

 

 

965,651

 

Waste mined (tonnes)

 

3,457,366

 

 

2,636,931

 

 

14,119,865

 

 

11,560,060

 

Total mined (tonnes)

 

4,090,742

 

 

3,106,146

 

 

16,253,960

 

 

12,525,711

 

Waste to ore ratio

 

5.46

 

 

5.62

 

 

6.62

 

 

11.97

 

Ore plant feed (tonnes)

 

351,755

 

 

436,261

 

 

1,421,126

 

 

1,505,630

 

Grade (g/tonne)

 

0.70

 

 

1.10

 

 

1.01

 

 

1.01

 

Recovery (%)

 

90

%

 

90

%

 

91

%

 

92

%

Production (ounces)

 

7,121

 

 

15,217

 

 

37,173

 

 

46,006

 

Sales (ounces)‎

 

9,944

 

 

14,727

 

 

39,019

 

 

44,324

 

Average cash operating cost per ounce of gold produced (US$)

 

1,793

 

 

1,125

 

 

1,189

 

 

1,170

 

Results for Apoena Mines during the fourth quarter of 2024 are as follows:

        In the fourth quarter of 2024, grades reached 0.70 g/t Au, a 37% decrease when compared to the third quarter of 2024, and 16% when compared to the third quarter of 2024. In the year, average grades reached 0.90 g/t Au, an 11% decrease when compared to 2023. Both quarter and year reductions are due to the delays in getting permits for the Nosde pit expansion, which have all been obtained in early 2025.

        In the fourth quarter of 2024, total ore mined in Apoena increased by 35% when compared to the fourth quarter of 2023, primarily due to accessing mineralized regions that were still under development in the third quarter. Despite the increase in ore mined, plant feed in the fourth quarter of 2024 decreased by 19% from the fourth quarter of 2023. This decrease was related to a delay in the mill lining replacement, and a blend with a higher percentage of competent material compared to the fourth quarter of 2023. Additionally, Apoena did not go under a shutdown for the mill lining replacement maintenance in the fourth quarter of 2023 (which typically takes 4 – 5 days), increasing the comparative base.

Aranzazu Mine

Qualified Person

Parts of this section are derived from the technical report summary, entitled “S-K 1300 Technical Report Summary on the Aranzazu Mine, Zacatecas, Mexico,” issued March 28, 2025, with an effective date of December 31, 2024, prepared by SLR Consulting (Canada) Ltd. SLR Consulting (Canada) Ltd is the qualified person. The technical report summary is included as an exhibit to the registration statement of which this prospectus forms a part.

History, Location and Ownership

Aranzazu is a production stage property located within the Municipalities of Concepcion del Oro and Mazapil in the State of Zacatecas, Mexico near its northern border with the State of Coahuila. The property is situated in a rugged mountainous area and can be accessed either from the city of Zacatecas, located 250 km to the southwest, or from the city of Saltillo, located 112 km to the northeast in the State of Coahuila. Both Zacatecas and Saltillo have modern airports with daily flights to and from Mexico City and parts of the United States. Aranzazu lies on the western edge of the town of Concepcion del Oro, with a population of approximately 6,500 people. Most of the

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families have had a historic connection to mining, resulting in the availability of a semi-skilled to skilled workforce. The property is located at approximate Universal Transverse Mercator (“UTM”) coordinates of 254,000 East and 2,723,850 North in zone 14 WGS 84, or 101°25’45” West longitude and 24°36’33” North latitude.

Location Map

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Table of Contents

Mineral Concession Map

The mine facilities are at an elevation of approximately 2,150 meters above sea level (“masl”), with the surrounding mountains reaching elevations of 3,300 masl. The area is semi-arid and moderately vegetated with acacia shrubs, scrub trees and bushes, Joshua trees and various cacti. The average high temperature in the summer is about 22°C and the average winter high is about 15°C. The average summer low temperature is about 15°C and the average winter low temperature is about 5°C. The area receives approximately 432 mm of rain annually and annual pond evaporation is estimated at 1983 mm. The majority of the rain falls during the wet season from June through October, and the 50-year recurrence interval 24-hour storm is estimated at 93 mm. Occasionally, snow does occur in the area, but quickly melts on all but the most protected northern slopes. The climate is mild year-round and poses no limitations to the length of the operating season. Freezing temperatures can occur overnight but quickly warm to above freezing during daylight hours.

Historical mining activities began in the district as early as 1548. In 1891, the Mazapil Copper Company of Manchester, England began mining and smelting operations that continued through to 1962. From 1962 until 2008, various companies have owned and operated the Aranzazu Mine.

After shutting down in 1992 due to low metal prices and a labor dispute, the mining operations were restarted on a limited scale in 2007 by a private Mexican company. Aura Minerals acquired 100% of the Aranzazu Mine (formerly known as the El Cobre project) in June 2008. Production was suspended in January 2009 but restarted on a limited basis in 2010, with commercial production declared effective February 1, 2011.

Summary of Aranzazu Production (2022 to 2024)

 

Head Grades

Year

 

Mill Feed
(tonnes)

 

Cu
(%)

 

Au
(g
/t)

 

Au
(g/t)

 

Conc
(tonnes)

2022

 

1,220

 

1.46

 

0.86

 

18.9

 

75.6

2023

 

1,210

 

1.51

 

0.87

 

20.6

 

73.0

2024

 

1,229

 

1.50

 

0.83

 

21.6

 

77.6

Aura Minerals owns the mining rights over Aranzazu Property through its direct and indirect interest (via its 100% owned subsidiary Newington Corporation S.L.) in the capital stock of its Mexican subsidiary, Aranzazu Holding S.A. de C.V. (Aranzazu Holding), which, in turn, holds 100% of the Aranzazu Mine.

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Table of Contents

One potential and ongoing issue with surface rights is that squatters have constructed homes in some areas near the edges of the town on the mineral concessions. Within the town, some portions of the water supply pipeline serving the mine were built over the decades prior to acquisition by Aura Minerals. Should the mine require access to or direct use of these lands in the future, they may be obligated to lease or purchase the surface rights to these areas.

Mining and Processing Methods

Extensive mining operations have been carried out within the Aranzazu Property. There are two main open pits: the western Arroyos Azules Pit and the eastern Security Pit. The underground workings extend over a strike length of 2,000 m, although future mining included in Mineral Reserves is concentrated over a strike length of 1,200 m. Mining has progressed to approximately 600 metres below surface (mbs) with plans to extend to 800 mbs by the end of the mine life in the GHFW zone. Level spacing ranges from 20 m to 30 m depending on mining methods and ore geometry.

Underground access is gained through two portals. Portal Norte is located in the mined out Arroyos Azules Pit and is primarily used for light equipment underground access. Portal Santa Barbara is in the mined out Security Pit and is the primary haulage route because it is located closer to the surface or stockpiles and offers the shorter haul distance. Three main ramps connect the mine entrances to the various mining areas.

Production mining is completed by mining contractors using conventional longhole stoping techniques. Two different longhole methods are used depending on mineralization width and orientation. Transverse stoping is typically used where mineralization exceeds 8 m in width. In this method stope access crosscuts are driven from the haulage drive across the mineralization perpendicular to strike. Transverse stoping is executed in a primary-secondary arrangement in stope lengths of up to 20 m.

Aranzazu began using longitudinal stoping in late 2023 to mine the GHHW zone where ore widths are typically narrower. Longitudinal stoping is now typically planned where mineralized widths are less than 8 m and used down to a minimum mining width of 2.0 m. Longitudinal stoping is primarily planned in the CAB and GHHW zones, with minor occurrences in the GHFW zone. The use of this method at Aranzazu is currently being refined as more experience is gained.

The Aranzazu processing facilities consist of conventional primary, secondary, and tertiary crushing and screening circuits to produce an 80% passing (P80) 6 mm feed material for the primary grinding circuit. The grinding circuit consists of the three primary ball mills operating in parallel at 95% availability for 365 operating days per year. This yields a throughput of 1,225,672 tpa, and a daily rate of 3,358 tpd. Each mill is closed by hydro cyclones for classification, to produce a P80 220 μm product.

The combined cyclone overflow product will flow to flotation, consisting of conditioning, four rougher tank cells, two banks of conventional rougher, and two banks of conventional scavenger flotation cells. The four tank cells and the first of two conventional rougher flotation banks produce the final concentrate with a copper grade of 22% to 23%. Banks 3 and 4 produce a scavenger concentrate, which is returned to the feed box of the conditioner. The thickener overflow will report to the process water tank, and the thickener underflow will be pumped to the concentrate filters for dewatering and shipping. The tailings from the last bank of scavenger flotation cells will be pumped to the final TFS.

Production data for the years 2022 to 2024 indicate consistent operating rates, copper, gold and silver head grades, and copper, gold and silver recoveries during the period. The average daily production rate for the three-year period was 3,361.1 tpd.

Copper, gold, silver, and arsenic head grades averaged 1.51%, 0.83 g/t, 20.2 g/t, and 0.12%, respectively, with little variance during the period. Copper, gold, silver, and arsenic recoveries to concentrate averaged 91.3%, 81%, 63.6%, and 64.9%, respectively. Copper, gold, silver, and arsenic concentrate grades averaged 22.0%, 11.1 g/t, 209.0 g/t, and 1.3%, respectively.

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Table of Contents

Permit conditions

Prior to May 9, 2023, all mineral concessions were granted for a 50-year period and were extendable provided that the application was made within the five-year period prior to the expiry of the concession and that the concessions were kept in good standing. However, as of May 9, 2023 (by means of an amendment made on May 8, 2023, to the Mexican Mining Law), it was established that mining concessions will have a duration of 30 years, of which the first five will be allocated to operational activities. The concessions may be extended once for a period of 25 years. At the end of the extension, the concession holder will have preference and may participate in the tender process for the mining lot, with the limitation that this concession will be granted for a non-extendable term of 25 years.

Aura notes that it controls surface rights covering all mineral concession areas as these rights were transferred to Aranzazu Holding from Macocozac S.A. de C.V (Macocozac) at the time of Aura’s purchase of the Aranzazu Property.

A number of the mineral concessions that form the Aranzazu Mine were established prior to the current mineral concession staking regulations and consist of irregular shapes and orientations. The 43 mineral concessions are mostly contiguous and vary in size, for a total property area of approximately 12,649 ha. Ordinary concession duties are paid semi-annually and the yearly total for 2024 is approximately MXN2.7 million (or US$0.1 million converted using an exchange rate of MXN20.8829 per US$1.00, the U.S. dollar commercial selling rate published by the Central Bank of Mexico (the FIX rate) as of December 31, 2024).

Within the town, some portions of the water supply pipeline serving the Mine were built over during the decades prior to acquisition by Aura. Should the Mine require access to or direct use of these lands in the future, they may be obligated to lease or purchase the surface rights to these areas.

Up to suspension of operations in January 2015, Aura had acquired and maintained the required licenses for operation of the mine and supporting activities including explosives handling and use, hazardous waste management, and water use.

Aura informed the Mexican regulatory authorities of their intention to restart operations in 2018 and worked to update and renew the necessary permits. We have the required environmental permits and licenses to conduct the existing work on the property.

To the extent known, the Aranzazu Property is not subject to any other royalties, back-in rights, or other encumbrances.

Processing plants and other available facilities

The Aranzazu processing facilities consist of conventional primary, secondary, and tertiary crushing and screening circuits to produce a P80 6 mm feed material for the primary grinding circuit. The grinding circuit consists of the three primary ball mills operating in parallel at 95% availability for 365 operating days per year. This yields a throughput of 1,225,672 tpa, and a daily rate of 3,358 tpd. Each mill is closed by hydro cyclones for classification, to produce a P80 220 μm product.

The combined cyclone overflow product will flow to flotation, consisting of conditioning, four rougher tank cells, two banks of conventional rougher, and two banks of conventional scavenger flotation cells. The four tank cells and the first of two conventional rougher flotation banks produce the final concentrate with a copper grade of 22% to 23%. Banks 3 and 4 produce a scavenger concentrate, which is returned to the feed box of the conditioner. The thickener overflow will report to the process water tank, and the thickener underflow will be pumped to the concentrate filters for dewatering and shipping. The tailings from the last bank of scavenger flotation cells will be pumped to the final TFS.

Production data for the years 2022 to 2024 indicate consistent operating rates, copper, gold and silver head grades, and copper, gold and silver recoveries during the period. The average daily production rate for the three-year period was 3,361.1 tpd.

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Copper, gold, silver, and arsenic head grades averaged 1.51%, 0.83 g/t, 20.2 g/t, and 0.12% respectively with little variance during the period. Copper, gold, silver, and arsenic recoveries to concentrate averaged 91.3%, 81%, 63.6%, and 64.9% respectively. Copper, gold, silver, and arsenic concentrate grades averaged 22.0%, 11.1 g/t, 209.0 g/t, and 1.3% respectively.

Total cost or book value of property

The total net book value of this property, plant and equipment is US$127.6 million.

Operations

Since 2018, the Company has achieved major milestones in the Aranzazu Mine including paying any outstanding debt with suppliers and contractors from before the 2015 mine shut down, construction of the TD5, exceeding certain KPIs (such as gold and copper recoveries, significant cash cost reduction due to increased production as a result of plant capacity increase, improvement in mine and plant efficiencies and increase of copper prices) as compared to the full feasibility study. In addition, in 2023, Aura drilled 25,972.20m in 67 exploration drill holes in Aranzazu and surrounding targets and 7,968.65m in 8 holes in El Cobre.

The following are updates from 2024:

Exploration Activities

Glory Hole Zone, or “GHZ” — GHZ is the primary focus of the infill drilling campaign at the Aranzazu Mine. Exploration drilling aimed to: (i) convert known inferred resources to indicated resources; and (ii) test down dip of known inferred resources and down plunge to the southeast towards Cabrestante. Exploratory drill holes were planned to: (i) extend the BW zone, or “BWZ” to northwest, (a new mineralized zone identified and named BW Connection Zone), and in regional targets such as El Cobre and La Esperanza to check potential for Cu and Au skarn mineralization; and (ii) extend the GHZ and Cabrestante zones down plunge for additional inferred resources.

The table below shows drilling information at the Aranzazu Mine for the year ended December 31, 2024.

Aranzazu

Hole

 

East

 

North

 

RL

 

Depth (m)

 

TYPE

 

Dip

 

Azimuth

M-23-0099

 

254595.121

 

2723841.655

 

1724.180

 

340.250

 

DDH

 

(-86.00

)

 

169.94

M-23-0100

 

253660.737

 

2724342.613

 

1932.500

 

270.000

 

DDH

 

(-25.80

)

 

159.22

M-24-0198

 

254863.170

 

2723835.650

 

1875.860

 

500.000

 

DDH

 

(-63.97

)

 

227.96

M-24-0197

 

254863.420

 

2723836.460

 

1875.880

 

487.700

 

DDH

 

(-73.38

)

 

214.85

M-24-0209

 

258019.770

 

2721299.720

 

2031.740

 

850.000

 

DDH

 

(-50.21

)

 

270.02

M-24-0208

 

254768.030

 

2723098.190

 

2238.680

 

942.050

 

DDH

 

(-63.93

)

 

89.97

M-24-0195

 

254863.280

 

2723835.380

 

1875.920

 

472.350

 

DDH

 

(-58.53

)

 

220.92

M-24-0194

 

254863.320

 

2723835.570

 

1875.880

 

457.750

 

DDH

 

(-69.40

)

 

236.41

M-24-0189

 

257806.940

 

2720578.810

 

2055.060

 

850.550

 

DDH

 

(-41.83

)

 

155.58

M-24-0207

 

254767.600

 

2723098.350

 

2239.230

 

1050.400

 

DDH

 

(-58.46

)

 

110.81

M-24-0196

 

254861.780

 

2723837.660

 

1875.890

 

730.000

 

DDH

 

(-60.97

)

 

293.11

M-24-0188

 

258281.170

 

2720898.650

 

1990.860

 

850.800

 

DDH

 

(-45.01

)

 

270.10

M-24-0206

 

254767.660

 

2723098.180

 

2239.070

 

872.400

 

DDH

 

(-63.88

)

 

109.57

M-24-0185

 

254766.420

 

2723098.740

 

2239.170

 

714.090

 

DDH

 

(-62.44

)

 

359.00

M-24-0192

 

254861.510

 

2723835.220

 

1875.870

 

429.500

 

DDH

 

(-65.95

)

 

247.89

M-24-0193

 

254866.150

 

2723836.160

 

1875.880

 

584.450

 

DDH

 

(-56.55

)

 

237.91

M-24-0187

 

257806.350

 

2720579.690

 

2054.840

 

850.500

 

DDH

 

(-60.20

)

 

269.73

M-24-0184

 

254767.040

 

2723098.970

 

2239.450

 

750.350

 

DDH

 

(-58.66

)

 

9.28

M-24-0183

 

254666.990

 

2723100.580

 

2248.970

 

657.200

 

DDH

 

(-72.87

)

 

183.50

M-24-0186

 

257806.070

 

2720579.660

 

2054.720

 

863.300

 

DDH

 

(-44.49

)

 

269.53

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Table of Contents

Aranzazu

Hole

 

East

 

North

 

RL

 

Depth (m)

 

TYPE

 

Dip

 

Azimuth

M-24-0191

 

254862.180

 

2723835.680

 

1876.080

 

558.450

 

DDH

 

(-64.02

)

 

265.80

M-24-0182

 

254666.380

 

2723100.420

 

2249.380

 

600.500

 

DDH

 

(-65.43

)

 

199.58

M-24-0190

 

254862.060

 

2723835.680

 

1875.910

 

444.800

 

DDH

 

(-59.72

)

 

254.16

M-24-0181

 

254667.010

 

2723100.590

 

2249.390

 

602.150

 

DDH

 

(-64.00

)

 

170.50

M-24-0180

 

254666.790

 

2723100.600

 

2249.380

 

502.200

 

DDH

 

(-68.08

)

 

179.54

M-24-0179

 

252379.560

 

2724905.160

 

2347.180

 

800.000

 

DDH

 

(-55.96

)

 

58.01

M-24-0173

 

254655.630

 

2723927.980

 

1726.860

 

438.400

 

DDH

 

(-84.99

)

 

70.45

M-24-0178

 

253399.000

 

2724755.250

 

2300.590

 

624.100

 

DDH

 

(-53.48

)

 

161.39

M-24-0171

 

254653.070

 

2723929.190

 

1726.040

 

302.750

 

DDH

 

(-77.40

)

 

291.31

M-24-0177

 

253398.730

 

2724755.080

 

2300.290

 

644.200

 

DDH

 

(-61.45

)

 

157.00

M-24-0172

 

254654.930

 

2723926.570

 

1726.160

 

480.350

 

DDH

 

(-83.17

)

 

149.77

M-24-0176

 

253398.570

 

2724754.590

 

2299.920

 

621.200

 

DDH

 

(-59.50

)

 

162.98

M-24-0175

 

253398.350

 

2724754.950

 

2299.930

 

602.500

 

DDH

 

(-58.00

)

 

168.99

Glory Hole Infill Drilling

The infill drilling was focused on the Glory Hole in the footwall zone (FW) which is the main target of mine planning and current production. A total of 8,442 meters were drilled in 18 drill holes with a grid of 50*50m to convert resources from Inferred to Indicated. This program was executed from underground mainly from access in the ramp 1730. The best results are shown in the table below:

Hole

 

Zone

 

From
(m)

 

To
(m)

 

Apparent
Width
(m)

 

Cu
(%)

 

Au
(g
/t)

 

Ag
(g
/t)

 

TCR
(%)*

M-24-0172‎

 

GH_FW

 

‎375.52‎

 

‎387.85‎

 

‎12.33‎

 

‎2.22‎

 

‎1.74‎

 

‎29.01‎

 

‎100‎

M-24-0196‎

 

GH_FW

 

‎584.93‎

 

‎600.62‎

 

‎15.69‎

 

‎1.34‎

 

‎0.47‎

 

‎9.04‎

 

‎100‎

M-24-0199‎

 

GH_FW

 

‎619.40‎

 

‎626.72‎

 

‎7.32‎

 

‎1.08‎

 

‎0.66‎

 

‎619.40‎

 

‎100‎

____________

*        TCR (%) is total core recovery in percentage

Glory Hole HW Drilling

Diamond drilling, which was conducted to delineated mineral resources in GHFW zone, intersected and delineated the HW zone as well. A few of the best intercepts for HW zone are presented in the table below:

Hole

 

Zone

 

From
(m)

 

To
(m)

 

Apparent
Width
(m)

 

Cu
(%)

 

Au
(g
/t)

 

Ag
(g
/t)

 

TCR
(%)*

M-24-0172‎

 

GH_HW

 

‎214.88‎

 

‎235.40‎

 

‎20.52‎

 

‎1.91‎

 

‎0.61‎

 

‎25.73‎

 

‎100‎

M-24-0175‎

 

GH_HW

 

‎535.48‎

 

‎541.71‎

 

‎6.23‎

 

‎1.04‎

 

‎0.27‎

 

‎15‎

 

‎60‎

M-24-0191‎

 

GH_HW

 

‎333.20‎

 

‎338.65‎

 

‎5.45‎

 

‎5.79‎

 

‎2.20‎

 

‎69.24‎

 

‎100‎

M-24-0196‎

 

GH_HW

 

‎432.64‎

 

‎445.64‎

 

‎13.00‎

 

‎1.43‎

 

‎0.34‎

 

‎21.34‎

 

‎100‎

M-24-0199‎

 

GH_HW

 

‎499.65‎

 

‎514.61‎

 

‎14.96‎

 

‎2.54‎

 

‎2.07‎

 

‎35.63‎

 

‎100‎

M-24-0200‎

 

GH_HW

 

‎393.05‎

 

‎400.88‎

 

‎7.83‎

 

‎1.08‎

 

‎0.19‎

 

‎9.78‎

 

‎100‎

M-24-0201‎

 

GH_HW

 

‎472.75‎

 

‎496.21‎

 

‎23.46‎

 

‎1.59‎

 

‎0.55‎

 

‎18.55‎

 

‎100‎

____________

*        TCR (%) is total core recovery in percentage

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Cabrestante

The Cabrestante area is a skarn deposit located to the southeast of Glory Hole and has been partially mined in the past.

During the year ended December 31, 2024, two drill holes (for total of 1464.0m) were drilled in Cabrestante SW zone to expand this part of Cabrestante down dip and add inferred mineral resources.

Hole

 

Zone

 

From
(m)

 

To
(m)

 

Apparent
Width
(m)

 

Au
(g
/t)

 

Cu
(%)

 

Ag
(g
/t)

 

TCR
(%)*

M-24-0184‎

 

Cabrestante

 

‎547.38‎

 

‎560.15‎

 

‎12.77‎

 

‎0.22‎

 

‎10‎

 

‎0.806‎

 

‎100‎

M-24-0185‎

 

Cabrestante

 

‎454.4‎

 

‎457.4‎

 

‎3‎

 

‎0.22‎

 

‎25‎

 

‎0.631‎

 

‎100‎

____________

*        TCR (%) is total core recovery in percentage

BW zone connection drilling

The BW zone area is a skarn deposit located to the northwest of Glory Hole and is the further most zone in the NW of Aranzazu mine which has been mined in the past and almost completely depleted. The Connection zone is an extension of the BW zone toward northwest that has few historical holes but mainly was the target of new exploration activities in 2023. In connection with an exploration program in 2024, a total of 3,592 meters were drilled in 5 holes to evaluate the potential continuity of mineralization. Previous results confirmed 500m strike and 700m down dip mineralization continuity. With the completion of drilling in BW connection in 2024, and inferred mineral resources estimated for this zone and add to Aranzazu mineral resources inventories. One of the best intercepts for BW connection zone are presented in the table below:

Hole

 

Zone

 

From
(m)

 

To
(m)

 

Apparent
Width
(m)

 

Au
(g
/t)

 

Cu
(%)

 

Ag
(g
/t)

 

TCR
(%)*

M-24-0176‎

 

Connexion

 

‎535.48‎

 

‎541.71‎

 

‎6.23‎

 

‎1.043‎

 

‎0.27‎

 

‎15‎

 

‎98‎

La Esperanza exploration drilling

The La Esperanza is located to the South of Glory Hole zone and has been mined in the past. 4 drill holes, totaling 2,362 meters, were drilled below level 6 to test mineralization continuity. Two of the best intercepts for La Esperanza zone are presented in the table below:

Hole

 

Zone

 

From
(m)

 

To
(m)

 

Apparent
Width
(m)

 

Cu
(%)

 

Au
(g
/t)

 

Ag
(g
/t)

 

TCR
(%)*

M-24-0206‎

 

Esperanza

 

‎706.58‎

 

‎721.43‎

 

‎14.85‎

 

‎1.08‎

 

‎0.46‎

 

‎10.33‎

 

‎100‎

M-24-0208‎

 

Esperanza

 

‎829.10‎

 

‎839.82‎

 

‎10.72‎

 

‎1.26‎

 

‎0.54‎

 

‎11.00‎

 

‎100‎

El Cobre exploration drilling

For El Cobre (a major regional target for skarn mineralization), exploration drilling focused on testing the continuity of mineralization in San Antonio skarn zone. A total of 3,790 meters were drilled in 4 holes and confirmed skarn mineralized zones. A new interpretation is in progress to determine the next steps for the exploration plan.

2024 Mineral Resources and Mineral Reserves Estimates

SLR conducted an audit and review of the Aranzazu Mineral Resource estimate prepared by Aura using drill hole data available as of July 31, 2024. The database includes 2,585 drill holes totaling 437,077.56 m, comprising 218,317 copper assays, 208,766 gold assays, and 211,579 silver assays. Three-dimensional wireframe models were developed using a nominal NSR threshold of US$45/t across all zones. Assays were composited to two meter intervals and capped by zone prior to interpolation.

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Copper, gold, and silver grades within the wireframes were interpolated into the block model using either the ordinary kriging (OK) method or the inverse distance squared (ID2) method, depending on the zone. Block density was estimated using drill core density measurements, which ranged between 2.03 t/m³ and 5.51 t/m³.

Blocks were classified as Measured, Indicated, or Inferred based on local drill hole spacing and proximity to existing underground development. The drill hole spacing criteria were established through variography and adjusted to reflect geological understanding, grade continuity, and consistent classification shapes.

A minimum thickness of two meters was applied during the creation of mineralized domains, and depletion solids were generated to remove isolated blocks exceeding the NSR cut-off value of US$50/t. These adjustments ensure compliance with RPEE.

The Qualified Person for the updated Mineral Resources and Mineral Reserves is SLR Consulting (Canada) Ltd, or “SLR.”

The Qualified Person estimates Mineral Resources at the Aranzazu Mine, as of December 31, 2024, as follows:

Mineral Resource Estimate

Mineral Resources
Category

 

NSR
Cut-off
(US$/t)

 

Tonnes
(‘000)

 

Cu
(%)

 

Cu
(‘000 lbs.)

 

Au
(g/t)

 

Au
(‘000 oz)

 

Ag
(g/t)

 

Ag
(‘000 oz)

 

Metallurgical
recovery
(%)

Measured

 

50

 

6,069

 

1.06

 

0.80

 

17

 

141,893

 

155

 

3,262

   

Indicated

 

50

 

4,167

 

0.81

 

0.47

 

14

 

74,710

 

64

 

1,915

 

91.3% Cu,

Measured +
Indicated

 

50

 

10,236

 

0.96

 

0.67

 

16

 

216,603

 

219

 

5,178

 

79.5% Au,

Inferred

 

50

 

5,623

 

0.82

 

0.44

 

14

 

101,897

 

79

 

2,496

 

62.8% Ag

____________

* Notes:

(1)      Mineral Resources is used as defined in S-K 1300. See “Scientific and Technical Information.”

(2)      The Mineral Resource estimate is reported on a 100% ownership basis.

(3)      Mineral Resources are reported on an in-situ basis without applying mining dilution, mining losses, or process losses.

(4)      Mineral Resources are estimated at an NSR cut-off value of US$50/t.

(5)      Mineral Resources are estimated using long-term price of US$2,000 per ounce of gold, US$4.20 per pound of copper, US$25 per ounce of silver, metallurgical recoveries of 91.3% Cu, 79.5% Au, and 62.8% Ag, and a US$/MXN exchange rate of 1:20.5.

(6)      The NSR formula is as follows: NSR = 74.553 x Cu (%) + 47.932 x Au (g/t) + 0.431 x Ag (g/t).

(7)      A minimum mining width of 2.0 m was used.

(8)      Estimated bulk density ranges between 2.03 tonnes/m3 and 5.51 tonnes/m3.

(9)      Mineral Resources are exclusive of Mineral Reserves.

(10)    Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability.

(11)    Reasonable prospects for economic extraction were met by applying a minimum mining width of 2.0 m, ensuring grade continuity above the cut-off value, and by excluding non-mineable material prior to reporting.

(12)    Metallurgical recoveries reported as the average over the life of mine.

(13)    Numbers may not add or multiply correctly due to rounding.

We estimate Mineral Reserves at the Aranzazu Mine, as of the date indicated, as follows:

Mineral Reserve Estimate

Mineral Reserve
Category

 

NSR
Cut-off

 

Tonnes
(‘000)

 

Cu
(%)

 

Cu
(‘000 lbs.)

 

Au
(g/t)

 

Au
(‘000 oz)

 

Ag
(g/t)

 

Ag
(‘000 oz)

 

Metallurgical
recovery
(%)

Proven

 

66.5

 

6,783

 

1.10

 

164,132

 

0.73

 

158

 

16

 

3,519

 

91.3 Cu%,

Probable

 

66.5

 

4,690

 

0.97

 

99,970

 

0.52

 

79

 

17

 

2,611

 

79.55 Au,

Proven & Probable

 

66.5

 

11,473

 

1.04

 

264,102

 

0.64

 

237

 

17

 

6,129

 

62.8% Ag

____________

* Notes:

(1)      Mineral Reserves is used as defined in S-K 1300. See “Scientific and Technical Information.”

(2)      The Mineral Reserves were estimated by Aura and reviewed and accepted by Qualified Persons.

(3)      The Mineral Reserve estimate is reported on a 100% ownership basis.

(4)      Mineral Reserves are reported on an in-situ basis after applying dilution and mining recovery.

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(5)      Mineral Reserves are estimated at an NSR cut-off value of US$66.48/tonne.

(6)      Mineral Reserves are estimated using an average long-term price of US$2,000/oz Au, US$4.20/lb. Cu, and US$25.00/oz Ag, metallurgical recoveries of 91.3% Cu, 79.5% Au, and 62.8% Ag, and a US$/MXN exchange rate of 1:20.5.

(7)      The NSR formula is as follows: NSR = 74.553 x Cu (%) + 47.932 x Au (g/t) + 0.431 x Ag (g/t).

(8)      A minimum mining width of 2.0 m was used.

(9)      Bulk density is estimated and has an average value of 3.08 tonnes/m3.

(10)    Metallurgical recoveries are reported as average over the life of mine.

(11)    Numbers may not add or multiply correctly due to rounding.

Mineral Resource Changes from 2023 to 2024:

The summary of major mineral resources changes is as follows: approximately 545,000 tonnes and 1932 M tonnes were converted from the inferred and new areas to measured and indicated categories in the Glory Hole FW and Glory Hole HW zones, respectively. Approximately 463,000 tonnes were added to Glory Hole zone in the inferred mineral resource category. Infill drilling in Cabrestante reduced 78,000 tonnes (23%) from inferred mineral resources and converted approximately 231,000 tonnes to indicated category. The grade in Cabrestante after infill drilling decreased 17% for copper, 14% for silver and decreased 23% for gold in measured and indicated categories. There is no access to the Cabrestante zone at this time, and any future access will require major rehabilitation. Further drilling is required to convert the remaining Inferred mineral resources in Cabrestante to measured and indicated mineral resource categories and test the possibility of further down plunge extension.

The graphic below shows major changes in mineral resources as of December 31, 2024 compared to December 31, 2023 in terms of tonnes and GEO.

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GHFW Zone

The graphic below shows major changes in the classification of mineral resources specifically in Glory Hole Zone FW after infill and exploratory drilling in the longitudinal section. All unmined panels above 1400m levels are converted to measured and indicated mineral resource categories and considered as proven and probable categories for the Glory Hole zone in the 2025 mine plan. The panel below the 1400 m level contains inferred resource from a reclassification supported by SLR The GHFW zone at the end of 2024 contains no inferred mineral resources. All level numbers are based on actual elevation above sea level. Panels are the areas between elevation levels in 100m increments.

GHHW Zone

The image below shows major changes in the classification of resources specifically in Glory Hole Zone HW after exploration and infill drilling. Exploration and infill drilling increased the volume of the GHHW zone by 30% compared to the 2023 updated Mineral Resources. This increase was achieved primarily as a result of drillholes M-24-0196, M-24-0172, M-24-0191, C-24-1410, C-24-1411 and M-24-0173.

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Mineral Reserve Changes from 2023 to 2024:

The following is a summary of changes in mineral reserves from 2023 to 2024:

        An overall increase of 1.3 million tonnes (13%) in proven and probable mineral reserves, a decrease of 48,498 GEO (5%) and a decrease of 1% in the Net Smelter Return (NSR) due to changes in the resource model. The increase in overall tonnes compensates for 11% of 2024 depleted tonnes.

        The volume of the main ore body of Aranzazu was reduced by 1% due to depletion, after infill drilling and converting mineral resources to mineral reserves by the end of 2024. GHHW Zone has expanded after infill drilling by 48% and accounted for about 42% of the 2024 mineral reserve.

        Metal grades for copper in the GHHW Zone were unchanged in 2024 in comparison to 2023 but showed a drop for copper grade by 2% and for gold grade by 4%. MXS represents 2% of tonnes and 2% of GEO of the mineral reserve and the changes in tonnage (down 67% from 2023) and metal grades (down 29% from 2023) are due to depletion. The Cabrestante zone represents the remaining 7% of tonnes and 8% of GEO of the 2024 mineral reserve after infill drilling and converting mineral resources to mineral reserves by the end of 2024.

        A slight change in NSR cut-off from 2023 (down 6%) was due to the higher commodity prices throughout 2024 and fully optimized mining method.

        None of the above changes are considered to be material changes for the Company. These changes are part of the normal progression and evolution of resources and reserves within a mine in operation and under exploration at the same time.

Operational Updates

The table below sets out additional selected operating information for Aranzazu for the periods indicated.

 

For the three months ended
December 31

 

For the twelve months ended
December 31

Operating Statistics

 

‎‎2024

 

‎‎2023

 

‎‎2024

 

‎‎‎2023

Ore mined (tonnes) ‎

 

‎311,013‎

 

 

‎309,044‎

 

 

‎1,219,011‎

 

 

‎1,217,412‎

 

Ore processed (tonnes)‎

 

‎312,372‎

 

 

‎301,819‎

 

 

‎1,228,601‎

 

 

‎1,210,462‎

 

Copper grade (%)‎

 

‎1.49

%‎

 

‎1.58

%‎

 

‎1.50

%‎

 

‎1.51

%‎

Gold grade (g/tonnes)‎

 

‎0.83‎

 

 

‎0.90‎

 

 

‎0.83‎

 

 

‎0.87‎

 

Silver grade (g/tonnes)‎

 

‎22.39‎

 

 

‎21.69‎

 

 

‎21.64‎

 

 

‎20.55‎

 

Copper recovery

 

‎91.9

%‎

 

‎91.8

%‎

 

‎90.8

%‎

 

‎91.0

%‎

Gold recovery

 

‎83.4

%‎

 

‎81.0

%‎

 

‎81.2

%‎

 

‎81.3

%‎

Silver recovery

 

‎65.0

%‎

 

‎62.1

%‎

 

‎63.0

%‎

 

‎63.4

%‎

Concentrate production

   

 

   

 

   

 

   

 

Copper concentrate produced (DMT) ‎

 

‎19,842‎

 

 

‎18,970‎

 

 

‎77,640‎

 

 

‎72,973‎

 

Copper contained in concentrate (%)‎

 

‎21.5

%‎

 

‎23.0

%‎

 

‎21.6

%‎

 

‎22.8

%‎

Gold contained in concentrate (g/DMT)‎

 

‎11.0‎

 

 

‎11.6‎

 

 

‎10.6‎

 

 

‎11.7‎

 

Silver contained in concentrate (g/DMT)‎

 

‎229.2‎

 

 

‎214.3‎

 

 

‎216.1‎

 

 

‎216.2‎

 

Copper equivalent pounds produced and sold (‘000 Lb) ‎

 

‎15,002‎

 

 

‎14,244‎

 

 

‎56,053

 

 

‎53,745‎

 

Total production (Gold equivalent oz – ‎GEO)‎

 

‎23,379‎

 

 

‎26,532‎

 

 

‎97,558‎

 

 

‎106,118‎

 

Total sales (Gold equivalent oz – GEO)‎

 

‎23,379‎

 

 

‎26,509‎

 

 

‎97,649‎

 

 

‎105,694‎

 

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Results for Aranzazu during the last quarter of 2024 and the fiscal year ended December 31, 2024, are as follows. Aranzazu continued showing stable and reliable operation in the fourth quarter of 2024, in accordance with the Company’s plan:

        Ore mined during the fourth quarter of 2024 was 311,013 tons, in line with the plan defined for the quarter and 1% increase when compared to the third quarter of 2024 and the fourth quarter of 2023. In 2024, ore mined reached 1,219,011 tons, stable when compared to 2023.

        In the fourth quarter of 2024, copper and gold grades were 1.49% Cu and 0.83 g/t Au respectively. This represents a decrease from the fourth quarter of 2023 when they were 1.58% Cu and 0.90 g/t Au, and in line with the mine planning, partially compensated by improvements in metal recoveries.

        During 2024, Aura initiated the Molybdenum (Mo) recovery from concentrate at Aranzazu’s processing plant. Aranzazu’s technical team identified the potential to derive additional value from Molybdenum by-products. With an initial investment of US$1.3 million and a payback period of 9 months, the treatment facility is expected to add approximately 3.0 to 3.5 k GEO annually to production.

In addition, during the year, Aura initiated molybdenum (Mo) recovery at the Aranzazu processing plant, unlocking additional by-product value. Backed by a US$1.3 million investment and a 9-month payback period, the new circuit is expected to add 3.0 – 3.5 koz GEO annually. With continued development, there is potential for Mo to be incorporated into future Mineral Resource estimates. Our plans for 2025 include a drilling budget of 21,000m, with 9,000m focused on resource expansion, conversion and extending glory hole.

Almas Mine

Qualified Person

Parts of this section are derived from the technical report summary, entitled “S-K 1300 Technical Report Summary Almas Project, Tocantins State, Brazil” issued April 10, 2025, with an effective date of December 31, 2024, authored by SLR Consulting (Canada) Ltd. SLR Consulting (Canada) Ltd is the qualified person. The technical report summary is included as an exhibit to the registration statement of which this prospectus forms a part.

Introduction

The Almas Project is a production stage property located in the municipality of Almas, in Tocantins State, Brazil. The project consists of three separate open pit mining areas and a central processing facility. The Almas Gold Project’s three main gold deposits, Paiol, Cata Funda and Vira Saia are located along a 15 km long corridor of the Almas Greenstone Belt, a Paleoproterozoic volcano-sedimentary sequence which hosts numerous orogenic gold occurrences. The Almas Project is host to an open pit mining operation situated in the south-central region of Tocantins State, Brazil. The three main gold deposits of the Almas Project include Paiol, Cata Funda, and Vira Saia, which are situated along a 15-kilometre (km) corridor of the Almas Greenstone Belt. All three gold deposits are orogenic in nature and are considered amenable to open pit mining. The Paiol deposit is currently being mined, with Cata Funda and Vira Saia to complement production in later years.

Property Description and Ownership

The Almas Project is in the municipality of Almas, in Tocantins State, Brazil. The project area lies south of Almas, a small town approximately 300km southeast of Palmas, the Tocantins state capital, and 45km west of Dianópolis, a regional commercial center. The Almas Project encompasses Aura’s ongoing exploration, economic evaluation, and planned development by surface mining of gold deposits in the Almas Greenstone Belt. The project was acquired when Aura merged with Rio Novo in 2018.

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Table of Contents

For the purpose of the technical summary on which this disclosure is based, the Almas Project is confined to the Paiol, Cata Funda, and Vira Saia gold deposits that are distributed along a 15 km long segment of the Almas Greenstone Belt, south of the town of Almas. This segment of the belt contains numerous small-scale artisanal gold mining sites, locally termed garimpos, whose development preceded Rio Novo’s exploration activities. The historical garimpos are associated with metabasic rocks, similar to the Paiol and Cata Funda deposits, whilst the Vira Saia deposit is hosted in mylonitic granodiorite west of the metabasic rocks.

The approximate centers of the three deposits are given below in coordinates referenced to the South American Datum (1969), UTM Zone 23:

        Paiol:    265025.3 m East, 8705719.1 m North

        Cata Funda:    264579.4 m East, 8719215.5 m North

        Vira Saia:    264792.7 m East, 8710681.9 m North

The Almas Project includes a historical heap leach pile, which was created during the period Vale operated the site from 1996 until 2001.

The Almas Project is comprised of three deposits/pits:

Paiol

        ANM number 860.128/1983:    This tenure had the mining concession granted to VALE in 1996. Vale exploited Paiol for a short period.

Cata Funda

        ANM number 862.224/1980

Vale started the exploitation works in 1982 and obtained the mining concession in 1997, however, it has never engaged in any mining activities in this area.

Vira Saia

        ANM number 860.373/1988:    Vale did some exploration in the 1980s but never claimed a mining concession. Vale sold this tenure to Terra Goyana Mineradora Ltda (a subsidiary of Rio Novo), which negotiated with Aura in 2012. Aura required the mining concession in 2013. The approval is expected by ANM in 2025

        ANM number 864.083/2006:    This area belonged to Mineradora Santo Expedito Ltda (a subsidiary of Rio Novo), from 2006 to 2012, when it was sold to Aura, which requested the mining concession one year later. The mining concession was not granted until the present date.

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Table of Contents

The graphic below shows the mineral rights in the vicinity of the Paiol, Cata Funda, and Vira Saia deposits.

Concession and Exploration Licenses — December 7, 2020

Geology & Exploration

The Almas Project area is situated within the Almas-Dianópolis Greenstone Belt (AGB) of Archean to Paleoproterzoic age. The greenstone belt lies within the Almas-Conceição Terrane on the western block of the Goiás Massif.

The Paleoproterozoic granite-greenstone terrane is composed of gneissic granite domes with folded, narrow domains of metabasic and metasedimentary rocks including tholeiitic metabasalts and calc-alkaline metatonalites that have been subjected to strong regional metamorphism. The metamorphism resulted in deep-seated, shear-hosted, mesothermal, gold deposits which can be considered as orogenic gold deposits. The gold-mineralized zone occurs in the core of hydrothermal alteration zones, generally associated with variable amounts of quartz, carbonate, albite, sericite and sulphide minerals.

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Table of Contents

The main Paiol orebody extends approximately 650m down-dip, 1,250m along strike, and has an average thickness of 30m. The Cata Funda orebody measures approximately 240m down-dip, 230m along strike, with an average thickness of 10m. The Vira Saia orebody extends approximately 200m down-dip, 350m along strike, and averages 15m in thickness.

At Paiol and Cata Funda, mineralization is associated with hydrothermal shear zones within basic to intermediate volcanic rocks. In contrast, at Vira Saia, gold is directly linked to sulphides and quartz-sericite mylonite, which formed in shear zones within granodiorite. Gold at Vira Saia is particularly concentrated in ultra-mylonitic, sulfide-bearing, quartz-sericite-rich zones at the core of these shear structures. The intensity of hydrothermal alteration correlates with the degree of progressive deformation within the shear zone.

Since the acquisition of Rio Novo in 2018, exploration work is being conducted by Aura on its mineral rights along the AGB. Gold occurrences, surface sampling results, and historical drilling suggest great potential to develop new deposits in the medium to long term, including deposits with higher grades.

Since 2020, exploration efforts at Paiol, Cata Funda, and Vira Saia have primarily focused on surface drilling programs to further delineate the Paiol deposit. In contrast, Cata Funda and Vira Saia remain underexplored, presenting opportunities to expand mineral resources along strike and at depth before scheduled extraction. The deeper, covered areas of the district have yet to be explored. Due to the region’s generally flat terrain and thick soil or saprolite cover, only a small portion of the district has been adequately assessed. None of the three deposits have been fully drilled, leaving significant potential for extensions along strike and down-dip beyond their current footprints.

Regional exploration focused on several deposits from 2021 to 2024. The Morro do Carneiro target presents a good opportunity with high grade vein mineralization 15km north of the Paiol mine. The Nova Prata target exhibits similar hydrothermally altered mineralization to Paiol, located 10km from the mine. The Espinheiro target is located within the same greenstone belt as the Nova Prata target, approximately 12km from the Paiol mine. The Lagartixa target is shear vein hosted and more distally located, however, exhibits similar mineralization styles to Vira Saia.

Drilling, Sampling, and Assaying

At Paiol, the known extents of mineralization have been drilled out on nominal 25 m centers. Drilling covers an area of about 2,000 m along strike and 300 m across. Additional scout holes have been drilled around the perimeter. The deposit is primarily drilled out to a vertical depth of 250 m to 300 m, although individual drill holes have been drilled as deep as 500 m (vertical depth). In total, there have been 467 diamond core holes drilled in the Paiol area, for approximately 72,500 m. VALE drilled 519 and Rio Novo drilled 33 shallow reverse circulation holes in property.

At Cata Funda, the deposit has been drilled out at nominal 25 m x 25 m centers. The drilling covers an area of about 700 m along strike and 250 m across strike. The deposit is drilled to a vertical depth of about 80 m to 100 m, with an average down hole drilling length of 120 m and the deepest holes reaching vertical depths of 150 m to 170 m. A total of 183 core holes totaling 21,400 m were drilled between 1996 and 2011 and were used to generate the Cata Funda 3D model. Reverse circulation drilling by VALE was not used in the models.

During 2011 and early 2012, a drilling campaign was completed at the Vira Saia discovery. In total, 194 diamond core holes were completed totaling approximately 26,500 m. The main drilling was oriented 045 degrees (N45E), perpendicular to the overall strike of the deposit. The deposit has been drilled to a vertical depth of 150 m to 180 m. Drill hole spacing in the resource area is nominally 25 m x 35 m.

At the Paiol Leach Pad, 92 reverse circulation holes and 166 auger holes were completed. Rio Novo had a detailed QA/QC protocol which met or exceeded industry best practice using standards, blanks and duplicates as well as a primary and a secondary lab. The primary analytical laboratory used by Rio Novo for the Almas Project was the SGS Geosol laboratory, located in Vespasiano, Minas Gerais State, Brazil. The laboratory has ISO 9001 certification and ISO 14001:2004, ISO 17025:2009 certification for environmental chemical analyses. SGS Geosol employs modern, industry standard techniques and analytical methods. For the purpose of routine gold analysis in the Almas Gold Project, fire assay with atomic absorption (AA) finish was used most frequently. Multielement analyses on 34 elements were determined by ICP subsequent to digestion of samples either in aqua

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regia acid or in four-acids. The second laboratory used by Rio Novo for check assays was ALS Chemex which prepped the samples in Vespasiano, Minas Gerais State and Goiânia, Goiás State, Brazil and completed the analyses at their lab in Lima, Peru.

In the first half of 2024, 34 diamond drill (DD) holes were drilled, totaling 12,989.50m, aimed to convert the Inferred Resource between pits P2 (reserve) and P3 (resource) in Paiol deposit. The drilling intercepted the ore zone of hydrothermal alteration in the metabasalt marked by silicification and pyrite+pyrrhotite+arsenopyrite These holes provided a 100% conversion, which projects 6,477t Au ore at a grade of 1.2 g/t, comprising 265 koz. In the second half of 2024, the main drilling target was a panel below the resource shell. The purpose of this program was to test the continuity of the high-grade orebody at greater depth. Eight holes were drilled that covered the strike of the central body of the Paiol mine, totalling 5,217.90m. Favorable results were returned confirming the existence of high-grade continuity at depth, however, due to date cut offs, the data from this program was not included in the 2024 estimate.

Vira Saia (located approximately five kilometers from the Paiol mine) is situated within a granodioritic dome of the Serra das Areias Suite, associated with a shear zone (strike-slip fault) discordant to the trend of the Riachão do Ouro greenstone belt. A total of 20 diamond drilling holes were carried out in 2024, totalling 2,614.00m drilled. The objective of this drilling was to convert Inferred Resources to Indicated Resources, aiming for a conversion of 2,188 t of ore at 1.6 g/ton, resulting in 112 koz Au. It is still necessary, however, to tighten the infill drilling grid to cover some gaps to complete this resource conversion.

Mining and Processing Methods

The Almas Project consists of three open pits: Paiol (existing), and Cata Funda and Vira Saia (planned). The mining operations utilize a combination of 4.5m3 hydraulic excavators, front-end loaders (FELs), and 35 t haul trucks as the primary equipment, which are operated by contractors.

The planned annual average run-of-mine (ROM) production rate is 2.0 Mt, which will exhaust the reserves in 10 years.

The processing plant is 0.7 km from the final Paiol pit, and the tailings dam is approximately 2.0 km from the pit. A new TSF will be required to meet the LOM tailings generation, and is scheduled to be operational in 2030.

Mining is carried out in 10m and 20m high benches. To improve selectivity along the ore/waste contacts, however, mining in some areas will use 5m benches. The material from low-grade piles is rehandled and hauled to the processing plant following a blend strategy. Accesses and ramps are 15m wide with a double lane and a 10% maximum gradient.

The average haulage distance for ore and waste during the LOM varies from 2.4 km to 3.4 km for Paiol, from 1.2 km to 3.2 km for Cata Funda, and from 1.4 km to 2.3 km for Vira Saia.

The Almas plant has a nominal processing capacity of 5,479 tpd, or two million tonnes per annum. Since its inception, the Almas plant has been achieving annual overall recoveries between 88% and 92% design capacity, averaging 90%. The process flowsheet includes primary crushing, ball mill grinding, gravity circuit, thickening, cyanide leaching, CIL, carbon elution, gold electrowinning, and smelting. The tailings are conveyed by gravity to a detoxification unit for cyanide destruction and then are pumped to the TSF.

Permit conditions

Rio Novo’s mineral rights including the Paiol and Cata Funda gold deposits, are covered by two mining leases (9,137 ha). The Vira Saia deposit is held under two mining lease applications (4,483.75 ha) that were submitted on March 5, 2013.

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The status of Aura’s exploration licenses, mining lease applications, and mining leases as of December 31, 2024, is summarized in table below:

ANM Registry Number

 

Area
(ha)

 

Status

864.162/2022

 

999.76

 

Exploration License

864.004/2022

 

4,782.79

 

Exploration License

864.306/2021

 

990.5

 

Exploration License

864.305/2021

 

2,083.18

 

Exploration License

864.304/2021

 

9,714.38

 

Exploration License

864.303/2021

 

839.72

 

Exploration License

864.302/2021

 

5,016.67

 

Exploration License

864.300/2021

 

9,609.03

 

Exploration License

864.299/2021

 

7,890.31

 

Exploration License

864.298/2021

 

638.41

 

Exploration License

864.297/2021

 

856.74

 

Exploration License

864.267/2021

 

3,398.63

 

Exploration License

864.265/2021

 

4,559.75

 

Exploration License

864.263/2021

 

8,653.8

 

Exploration License

864.261/2021

 

4,492.32

 

Exploration License

864.260/2021

 

1,752.17

 

Exploration License

864.259/2021

 

1,149.57

 

Exploration License

864.258/2021

 

1,181.68

 

Exploration License

864.255/2021

 

488.31

 

Exploration License

864.254/2021

 

4,029.43

 

Exploration License

864.036/2018

 

9,027.88

 

Exploration License

864.011/2018

 

8,654.92

 

Exploration License

864.010/2018

 

8,146.21

 

Exploration License

864.008/2018

 

2,678.78

 

Exploration License

864.005/2018

 

6,604.67

 

Exploration License

864.004/2018

 

6,784.71

 

Exploration License

864.003/2018

 

1,700.24

 

Exploration License

864.002/2018

 

178.62

 

Exploration License

864.027/2017

 

49.55

 

Exploration License

864.299/2016

 

980.59

 

Exploration License

864.246/2016

 

5,298.31

 

Exploration License

864.019/2016

 

6,691.32

 

Exploration License

864.011/2016

 

361.14

 

Exploration License

864.008/2016

 

445.47

 

Exploration License

864.004/2016

 

630.53

 

Exploration License

864.226/2015

 

4,402.21

 

Exploration License

864.026/2015

 

8,927.47

 

Exploration License

864.041/2013

 

8,919.92

 

Exploration License

864.015/2013

 

6,376.66

 

Exploration License

864.014/2013

 

7,717.38

 

Exploration License

864.110/2012

 

4,701.64

 

Exploration License

864.417/2011

 

508.87

 

Exploration License

864.416/2011

 

1,458.22

 

Exploration License

864.415/2011

 

2,991.38

 

Exploration License

864.143/2011

 

7,550.37

 

Exploration License

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The ANM imposes a 1.5% royalty on any proposed gold production, referred to as the Financial Compensation for the Exploitation of Mineral Resources (CFEM). This royalty is distributed among the municipality, the state, and the federal government.

Of the total CFEM amount collected:

        60% is allocated to the municipalities where the production takes place,

        15% is allocated to the municipalities affected by the production, even if the extraction does not take place in such municipalities,

        15% is allocated to the states or the Federal District where production takes place,

        10% is directed to entities within the federal government, including ANM.

Additionally, a 1.2% royalty on revenue from the sale of any mineral production, minus refining charges, transportation and insurance costs, taxes, and sales charges, must be paid by Rio Novo to Mineração Santa Elina Indústria e Comércio S.A. (Santa Elina) for production from tenements transferred from Santa Elina to Rio Novo at the time of the initial public offering (IPO). For the purposes of the technical report summary on which this disclosure is based, this will apply to production from the Paiol and Cata Funda deposits.

Rio Novo must also pay MINERATINS 0.75% royalty from the production of the Paiol deposit, as MINERATINS holds the surface rights to the property.

Production from the Vira Saia deposit will be subject to a 2.5% NSR royalty payable to Mineradora Santo Expedito Ltda., and Terra Goyana Mineradora Ltda.

For a list of our current material concessions, see “Regulatory Overview — Mining Regulations.”

Processing plants and other available facilities

The process design is based on the results of several test work programs. This includes test work completed for 2021, feasibility study and historical testing. Historical testing evaluated different flowsheet options. The flowsheet selected for the 2021 feasibility study is based on typical industry unit operations for gold processing plants and the metallurgical test results.

The flowsheet includes primary crushing followed by grinding to achieve a particle size distribution of 80% passing 75 µm. Part of the cyclone underflow will be processed in a gravity circuit and the cyclone overflow will feed a pre-leach thickener; thickener underflow is processed through a leach-CIL circuit. CIL tailings will be treated for cyanide destruction. The carbon from CIL will go to elution, and the eluate solution will go to electrowinning in the gold room followed by refining.

The process plant was commissioned in 2023. Key process design criteria are listed below:

        Nominal throughput of 5,479 tpd or 2.0 Mtpa.

        Crushing plant availability of 70%.

        Plant availability of 92% for grinding, gravity concentration, leach plant, and gold recovery operations.

The Almas Project includes the Almas plant, with a nominal capacity of 5,479 tpd, and tailings disposal area. Since its inception, the Almas plant has been achieving annual overall recoveries of between 88% and 92% design capacity, averaging 90%. The process flowsheet includes primary crushing, ball mill grinding, gravity circuit, thickening, cyanide leaching, CIL, carbon elution, gold electrowinning, and smelting. The tailings are conveyed by gravity to a detoxification unit for cyanide destruction and then are pumped to the TSF.

Electrical power is obtained from the national grid.

Ancillary buildings located near the mine entrance include the gate house with a reception area and waiting room, administration building, maintenance shops, cafeteria, warehouse, change room, first aid room, and compressor room.

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The explosives warehouse is located 1.2 km away from the Almas Project area, in compliance with the regulations set forth by the Brazilian Army. There is no camp at the Almas site.

Additional ancillary buildings are located near the Almas plant and include an office building, a laboratory, warehousing, and a small maintenance shop.

Total cost or book value of property

The total net book value of this property, plant and equipment is US$145.8 million.

Environmental Studies, Permitting and Social or Community Impact

The Paiol site is approximately 400 meters above sea level (MASL), at approximate coordinates 11.4ºS and 47.1ºW, and approximately 17 km south of the population center of Almas, in the state of Tocantins. Overland travel time from the state capital of Palmas to Almas is three to four hours via paved highways and Paiol is accessed via unpaved road from Almas. The Vira Saia and Cata Funda sites are north of Paiol, approximately 10 km and five kilometers south of Almas, respectively. Dianópolis, a regional commercial hub where many mine employees reside, is approximately 45 km east of Almas along state highway TO-040. The three deposits are in the catchment of the Manuel Alves River.

The climate is tropical with a mean annual air temperature of between 22ºC and 26ºC and little variation from month to month. The climate is characterized by distinct wet and dry seasons, with the wet season extending from October to March and the dry season from April to September. Average annual rainfall is approximately 1,700 mm.

The Project area lies wholly within the Cerrado biome, a predominantly savanna ecosystem. In much of Tocantins including the Almas area, agriculture is the predominant land use, and deforestation due to agricultural expansion — including for soybean farming, cattle ranching, and the cultivation of sugarcane — is a significant cause of habitat loss and environmental degradation. Agricultural development is extensive in the area between the community of Almas and the Project site. Locally, the impacts of past mining and ongoing artisanal mining (garimpeiros) activity are evident, with little natural habitat remaining.

Geochemical studies concluded that the risk of development of acid rock drainage/metals leaching (ML) is low at Almas. SLR’s observations during the site visit in November 2024 are consistent with this conclusion. In addition, according to the qualified person, the water quality in the Paiol pit lake prior to it being drained was good and that the lake supported fish.

Slurred process plant tailings are discharged to an engineered TSF for permanent storage. The TSF is located approximately 2.5 km southeast of the process plant. As designed and permitted, the TSF has an ultimate capacity of 15 million m3 of tailings in storage. Should additional capacity be required, Aura plans to utilize in-pit tailings disposal in the mined-out Vira Saia pit, which will provide capacity for additional storage of approximately six million cubic meters of tailings.

The engineer of record (EOR) for the TSF is consultancy GeoSafe Engenharia (GeoSafe). Aura has in place inspection programs for the TSF in accordance with applicable legal requirements. Inspection results are compiled and reported monthly by GeoSafe as EOR. The most recent inspection report concluded that the facility is in good operating condition and that the stability conditions satisfy the criteria established in applicable Brazilian regulations. The SLR QP relies on the conclusions of GeoSafe monitoring report and provides no conclusions or opinions regarding the stability of the TSF.

The process plant operates in closed circuit with the tailings storage facility, with inputs to the facility in the form of tailings supernatant and rainfall approximately balancing losses in the form of evaporation (from ponded water and saturated tailings beaches) and water taken up into permanent storage in the pores of the tailings solids. The process plant draws fresh makeup water from the Manuel Aves River under permit. Excess water accumulating in the open pit is monitored and discharged under permit to the receiving environment. At times, the volume of excess water to be discharged has exceeded the permit limit and a permit amendment may be required.

Community engagement activities date back to 2010 when consultancy Mediação Social e Sustentabilidade collected socioeconomic baseline data, carried out socioeconomic assessments and stakeholder mapping, and developed a social communication plan. Aura has continued with community engagement activities since

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initiating construction at Paiol, including updating the stakeholder map and communications plan, implementing a socioeconomic diagnostic exercise, and initiating a community investment program focused principally on the town of Almas. The SLR QP understands that there are no formal impact-benefit agreements (IBAs) in place with Almas or other local communities.

Aura has made a concerted effort to recruit women to the Almas operations and informed SLR during the site visit that the workforce is currently 30% women.

2024 Mineral Resources and Mineral Reserves Estimates

2024 Mineral Resources and Mineral Reserves Estimates Mineral Resources at the Almas Project consists of material from three gold deposits: Paiol, Vira Saia, and Cata Funda.

Mineralization domains for all deposits were generated based on known geologic controls, including structure, alteration, and lithology, and refined with consideration to economic threshold values for gold, and mineable width. Block model estimates were completed using a multi-pass interpolation approach using capped and composited samples and classified in accordance with S-K 1300 definitions. A summary of the open pit Mineral Resources as of December 31, 2024 is presented in table below:

Deposit

 

Category

 

Tonnage
(000 t)

 

Grade
(g
/t Au)

 

Contained Metal
(000 oz Au)

Paiol

 

Measured

 

2,948‎

 

0.51

 

49

   

Indicated

 

6,591

 

0.68‎

 

144‎

   

M&I

 

9,539‎

 

0.63‎

 

193‎

   

Inferred

 

2,606‎

 

0.77

 

65‎

Vira Saia

 

Measured

 

501

 

0.86‎

 

14‎

   

Indicated

 

2,306‎

 

0.68‎

 

50‎

   

M&I

 

2,806‎

 

0.71

 

64

   

Inferred

 

357‎

 

0.91‎

 

10‎

Cata Funda

 

Measured

 

228

 

1.47‎

 

11‎

   

Indicated

 

293

 

1.22‎

 

11‎

   

M&I

 

520

 

1.33

 

22‎

   

Inferred

 

599‎

 

1.3‎

 

25‎

Total

 

Measured

 

3,677‎

 

0.62

 

73‎

   

Indicated

 

9,189‎

 

0.70

 

206‎

   

M&I

 

12,866‎

 

0.67

 

279‎

   

Inferred

 

3,562‎

 

0.87‎

 

100‎

__________

Notes & Assumptions*

(1)      Mineral Resources are reported exclusive of Mineral Reserves.

(2)      The Mineral Resource estimate is reported on a 100% ownership basis.

(3)      The definitions for Mineral Resources in S-K 1300 were followed for Mineral Resources.

(3)      Mineral Resources are reported in situ from optimized pit shells

(4)      Mineral Resources are estimated at a cut-off grade of 0.31 g/t Au for Paiol, 0.34 g/t Au for Cata Funda, and 0.32 g/t Au for Vira Saia.

(5)      Mineral Resources are estimated using a long-term gold price of US$2,500 per ounce.

(6)      A minimum mining width of five metres was used.

(7)      Bulk density is 2.75 t/m3 for Paiol, 2.71 t/m3 for Cata Funda, and 2.63 t/m3 for Vira Saia.

(8)      Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability.

(9)      Metallurgical recovery is 92% for high-grade (Au≥0.90 g/t) material, 90% for medium-grade (0.70≤Au<0.89 g/t), and 86% for low-grade (0.34≤Au<0.69 g/t).

(10)    Numbers may not add due to rounding.

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Mineral Reserves.    The current Mineral Reserve estimates, as prepared by SLR and reported as of December 31, 2024, are summarized in table below:

Pit

 

Category

 

Tonnage
(000 t)

 

Grade
(g
/t Au)

 

Contained Metal
(000 oz Au)

Paiol

 

Proven

 

5,950

 

1.04

 

198

   

Probable

 

7,514

 

1.20

 

290

   

Total Proven + Probable

 

13,464

 

1.13

 

488

Vira Saia

 

Proven

 

1,133

 

1.16

 

42

   

Probable

 

2,019

 

0.95

 

61

   

Total Proven + Probable

 

3,152

 

1.02

 

104

Cata Funda

 

Proven

 

456

 

1.80

 

26

   

Probable

 

267

 

1.41

 

12

   

Total Proven + Probable

 

723

 

1.66

 

38

SUB-TOTAL

     

17,339

 

1.13

 

630

Stockpiles

 

Proven

 

2,369

 

0.58

 

44

   

Probable

 

 

 

 

 

 

   

Total Proven + Probable

 

2,369

 

0.58

 

44

TOTAL

     

19,709

 

1.07

 

674

____________

Notes:

(1)      S-K 1300 definitions were followed for Mineral Reserves.

(2)      Mineral Reserves are 100% attributable to Aura.

(3)      Mineral Reserves are reported on an in situ basis after applying dilution and mining recovery.

(4)      Mineral Reserves are estimated using a cut-off grade of 0.38g/t Au for Paiol, 0.40g/t Au for Vira Saia and 0.42g/t Au for Cata Funda.

(5)      Mineral Reserves are estimated using an average long-term price of US$2,000/oz Au.

(6)      Totals may not add due to rounding.

Mineral Resource Changes from 2023 to 2024:

Proven and Probable (P&P) Mineral Reserves decreased 3% after depletion. While total tonnes declined, a 23% improvement in gold grades resulted in a 4% increase in contained gold.

M&I Mineral Resources increased 8% due to conversion and additions to the model changes, reclassification and inclusion of infill drilling from Vira Saia and Paiol. Similarly, Inferred Mineral Resources decreased 33% resulting from conversion.

It is important to note that none of the Mineral Resource categories include Paiol underground drilling completed in 2024. Additional work is required to evaluate the economic viability of underground potential.

The table below shows major changes in mineral resources for the periods indicated in terms of tonnes, grade and contained gold.

Pit

 

Category

 

Tonnage
(000 t)

 

Grade
(g
/t Au)

 

Contained Metal
(000 oz Au)

Difference between 2023 and 2024 Reserves – Absolute Values

 

Paiol

 

Proven

 

593

 

 

0.15

 

 

45

 

   

Probable

 

(3,267

)

 

0.32

 

 

(14

)

   

Total Proven + Probable

 

(2,674

)

 

0.25

 

 

31

 

Vira Saia

 

Proven

 

694

 

 

(0.73

)

 

15

 

   

Probable

 

1,769

 

 

(0.84

)

 

47

 

   

Total Proven + Probable

 

2,463

 

 

(0.84

)

 

62

 

Cata Funda

 

Proven

 

(190

)

 

0.92

 

 

8

 

   

Probable

 

(2,867

)

 

0.50

 

 

(80

)

   

Total Proven + Probable

 

(3,057

)

 

0.75

 

 

(72

)

Total

     

(3,268

)

 

0.21

 

 

22

 

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Pit

 

Category

 

Tonnage
(000 t)

 

Grade
(g
/t Au)

 

Contained Metal
(000 oz Au)

Difference between 2023 and 2024 Reserves – Percentage

 

Paiol

 

Proven

 

11

%

 

16

%

 

30

%

   

Probable

 

(30

)%

 

36

%

 

(5

)%

   

Total Proven + Probable

 

(17

)%

 

28

%

 

7

%

Vira Saia

 

Proven

 

158

%

 

(39

)%

 

58

%

   

Probable

 

707

%

 

(47

)%

 

326

%

   

Total Proven + Probable

 

358

%

 

(45

)%

 

152

%

Cata Funda

 

Proven

 

(29

)%

 

105

%

 

44

%

   

Probable

 

(91

)%

 

55

%

 

(87

)%

   

Total Proven + Probable

 

(81

)%

 

82

%

 

(65

)%

Total

     

(16

)%

 

23

%

 

4

%

Operations

Operating Statistics

 

For the three months ended
December 31,

 

For the twelve months ended
December 31,

2024

 

2023

 

2024

 

2023

Ore mined (tonnes)‎

 

792,739‎

 

 

412,589‎

 

 

2,362,708‎

 

 

1,377,368‎

 

Waste mined (tonnes)‎

 

2,591,269‎

 

 

2,031,294‎

 

 

9,598,373‎

 

 

6,978,000‎

 

Total mined (tonnes)‎

 

3,384,008‎

 

 

2,443,883‎

 

 

11,961,081‎

 

 

8,355,368‎

 

Waste to ore ratio

 

3.27‎

 

 

4.92‎

 

 

4.06‎

 

 

5.07‎

 

Ore plant feed (tonnes)‎

 

454,251‎

 

 

398,044‎

 

 

1,637,574‎

 

 

811,917‎

 

Grade (g/tonne) ‎

 

1.22‎

 

 

0.81‎

 

 

1.13‎

 

 

0.83‎

 

Recovery (%)‎

 

90

%‎

 

90

%‎

 

91

%‎

 

90

%‎

Production (ounces)‎

 

16,679‎

 

 

9,591‎

 

 

54,129‎

 

 

17,805‎

 

Sales (ounces)‎

 

16,679‎

 

 

9,591‎

 

 

54,129‎

 

 

17,805‎

 

Average cash cost per ounce of ‎gold produced (US$)‎

 

692‎

 

 

1,487‎

 

 

950‎

 

 

1,243‎

 

New Targets Exploration

The Paiol Deposit, part of the Almas Mine, is a 13,000m infill and extension drilling campaign which confirmed the high-grade ore body’s continuity at depth, supporting potential underground mining and adding ounces to the Inferred Mineral Resources below the current pit. Significant intercepts include: Hole PAI-004 1.40 g/t Au over 101.10m, including 4.20 g/t Au over 26.65m, 11.20 g/t Au over 7.00m, Hole PAI-005 1.30 g/t Au over 49.05m including, 3.70 g/t Au over 13.05m and Hole PAI-014 2.8 g/t Au over 19m including 8.2 g/t Au over 3m and 1.5 g/t Au over 3m. Further drilling down dip of the ore body is required to delineate underground potential and open a possibility of having underground and open pit mines at the same time in the Paiol deposit.

Borborema Project

Qualified Person

Parts of this section are derived from the technical report summary, entitled “Feasibility Study Technical Report for the Borborema Gold Project, Currais Novos Municipality, Rio Grande do Norte, Brazil,” issued March 28, 2025, with an effective date of January 31, 2023, prepared by B. Tomaselli B.Sc., FAusIMM (Deswik, Belo Horizonte, Brazil), SRK Consulting (U.S.), Inc. Denver, USA., F. Ghazanfari. P. Geo. (Aura Minerals), and H. Delboni Jr. P.Eng. (Independent Mining Consultant, Brazil) as qualified persons under S-K 1300. Mr. Farshid Ghazanfari is the Geology and Mineral Resources Manager for the Company. The technical report summary is included as an exhibit to the registration statement of which this prospectus forms a part.

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Property Description and Location

The Borborema Project is a development stage project located in the southern portion of the state of Rio Grande do Norte in north eastern Brazil, is situated 26 km east from the well-established town of Currais Novos, which has good infrastructure and a population of approx. 45,000 people. UTM coordinates (SIRGAS 2000 Datum): 9,314,875.56 m N; 800,289.00.

Borborema Project Map Location, Rio Grande do Norte State, Brazil.

The Project comprises three (3) mining concessions totalling 2,907.2 hectares. Most of the gold (Au) Mineral Resource based on the January 2023 estimate by SRK Consulting (US) Limited (“SRK”) is located in mining concession numbers 805.049/1977 and 840.152/1980, with a small remaining portion located in mining concession 840.149/1980 (graphic below). The last two mining concessions are currently in suspense and mining is inactive. The suspension requested awaits response from ANM. It is intended that these two concessions be reactivated once mining activities commence.

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Mining concession No. 805.049/1977 has a valid and active operating license (“LO”) issued by IDEMA, the state environmental authority, related to prior mining and beneficiation activities on the property.

Borborema Project comprising three mining concessions, Aura property and Licensed areas.

In addition, Borborema Inc., currently holds two exploration licenses in the Seridó Belt (located in the states of Rio Grande do Norte and Paraiba) and Mara Rosa (located in the state of Goias). Borborema’s holding are summarized in Table below:

Borborema Inc. land holding status.

Project

 

State

 

No of
Tenements

 

Situation

 

Mineral

 

Area
(km2)

Borborema

 

RN

 

3

 

Mining Concession Granted

 

Gold

 

29.07

Seridó Belt

 

RN-PB

 

31

 

Exploration Authorized

 

Gold; Lithium

 

296.20

Mara Rosa

 

GO

 

3

 

Exploration Authorized

 

Gold

 

27.14

Total

     

37

         

352.41

Following submission of a study by Ausenco do Brazil Engenharia LTDA (“Ausenco”) of the Project’s processing plant design in 2018, the following two licenses were granted:

1.      The Environmental License (Licença Prévia LP) in April 2017 and updated July 30, 2018; and

2.      The Installation License (LI) or Installation Permit was approved one year later in April 2019 by the Rio Grande do Norte State Government Environmental Department (IDEMA). The Installation License (LI) acquired in April 2019 covers most of the three ANM mining concessions at 805.049/1977, 840.149/1980, and 840.152/1980.

In March 2023, upon request of Aura the Installation License was updated by IDEMA for a total area of 490 hectares located in UTM coordinates (SIRGAS 2000 Datum): 9,314,875.56 m N; 800,289.00 m E and linked to No. 805.049/1977, 840.149/1980 and 840.152/1980 Mining Concessions.

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The vegetal suppression license, which allows the suppression of vegetation on the Project area, was issued in February 2023 by IDEMA, and covers all the project installation areas including mine, waste dump, operational area, utilities, and dry storage facility.

Borborema Project Licenses and Permits Held by Aura

Licenses

 

Description

 

Issuance

 

Validity

 

Status

LO Nº 2025-240746/TEC/LO-0039

 

Operating license for a Sewage Treatment Plant with a capacity of up to 1,680m³/day (ETE).

 

03/06/2025

 

03/06/2030

 

Valid License

LI Nº 2023-202914/TEC/LI-0218

 

Installation License for Wastewater Pipeline with extension of about 27.5 km a long of BR-226 highway

 

08/16/2024

 

08/16/2030

 

Application for Operating License filed with IDEMA on 02/05/2025 under No. 2025-239939/TEC/LO-0031. The LO is expected to be issued within 90-180 days.

RLO nº 2020-149610/TEC/RLO-0243

 

Operating license – LO for the extraction and processing of gold in an area of 8.00 ha (former leach piles) and a volume of 1,200m³/month.

 

06/07/2020

 

06/07/2026

 

Valid License – It will be added to the LO of the Aura Borborema Project

LO Nº 2024-224430/TEC/LO-0737

 

Operation License for a Power Distribution Line of 69kV and 35 km.

 

01/28/2025

 

01/28/2031

 

Valid License

LO Nº 2024-223181/TEC/LO-0719

 

Operation License for the Electric Power Substation(69kV/13.8kV) and total power of 20 MVA, which will connect the 69 kV Power Distribution Line (SE).

 

01/27/2025

 

01/27/2031

 

Valid License

LS Nº 2024-206097/TEC/LS-0630

 

Simplified License for the opening of 2 access roads totaling 1,700 m

 

07/08/2024

 

07/08/2030

 

Valid License

RLS nº 2021-174272/TEC/RLS-0459

 

Simplified License for opening access road to the Aura Borborema Project with an extension of 653.87 meters.

 

07/10/2022

 

07/10/2028

 

Valid License

ASV 2024.5.2024.39641

 

Native Vegetation Clearing Permit (NVCP) for 382.27ha

 

06/03/2024

 

06/03/2025

 

Valid Permit for clearing native vegetation in the project construction area

2024-210881/TEC/ACMB-0273

 

Special Permit for capturing, collecting and transporting biological material from fauna (ACMB) linked to the NVCP (ASV 2024.5.2024.39641)

 

03/06/2024

 

03/06/2025

 

Valid Permit for the rescue of wild animals during the clearing of native vegetation in the project construction area

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Licenses

 

Description

 

Issuance

 

Validity

 

Status

ASV 2024.5.2024.44114

 

Native Vegetation Clearing Permit (NVCP) for 4.1150 ha

 

07/02/2024

 

07/02/2025

 

Valid Permit for the clearing of native vegetation to open access roads.

2024-211224/TEC/ACMB-0280

 

Special Permit for capturing, collecting and transporting biological material from fauna (ACMB) linked to the NVCP (ASV 2024.5.2024.44114)

 

07/02/2024

 

07/02/2025

 

Valid Permit for the rescue of wild animals during the clearing of native vegetation

ORH nº 02179/2024

 

Grant to capture 1,270,200 m3/year of water from rainwater reservoir of fines dike

 

10/29/2024

 

10/29/2028

 

Valid License

Nº 2023-
198184/TEC/DL-0403

 

**A 15m3 diesel oil tank exempt from environmental permitting – support construction and plant start up

         

Valid License

LI Nº 2024-222783/TEC/LI-0395

 

Installation License for Definitive Fuel Station

 

01/27/2025

 

01/27/2031

 

The application for LO will be filed when the construction of the Fuel Station is 80% complete.

Nº 2024-
206096/TEC/AE-0126

 

Special Permit for Power Line and wastewater pipeline Construction Site of de Project

 

03/21/2024

 

03/21/2027

 

Valid Permit

Nº 2023-
197893/TEC/AE-0055

 

Special Permit for de Project Construction Site

 

12/11/2023

 

12/11/2025

 

Valid Permit

____________

Notes:

(1)      LP, LI and LO — Preliminary License, Installation License and Operating License.

**      Used during the construction and will continue to supply the start of operation with diesel supplementation coming from Natal (capital of RN).

Geology and Exploration

The Borborema Project area is situated in the top of the Seridó Group stratigraphy (the Seridó Formation) within a sequence of banded arkosic metapelitic schists, subjected to upper-amphibolite facies regional metamorphism. Mineral assemblages are dominated by plagioclase, potassium feldspar (K-feldspar) and quartz, with subordinate biotite, garnet, sillimanite, cordierite, muscovite and andalusite. This assemblage is indicative of high temperature (650-700°C) and relatively low pressure (3-4 kb) conditions.

Quartzo-feldspathic bands resulting from partial melts both crosscut and parallel the schistosity, dominantly in the more pelitic cordierite schists. Widespread retrograde sericite overprints the prograde mineral assemblage. The schists are intruded by Brasiliano-age pegmatite bodies.

During the Neoproterozoic the region underwent a complex tectonic evolution involving thrusting (D2) and transcurrent shearing (D3), as indicated by the presence of both low-and high-angle structures (the S2 and S3 foliations, respectively).

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The main Borborema ore body has overall dimensions of approximately 600 m in the down-dip direction, 3,500 m along the strike, and averages of 50 m in thickness in the central and 30 m in thickness in the southern and northern parts. The Borborema deposit is located within a northeast-southwest trending shear zone and displays a penetrative north-northeast-trending fabric, dipping southeast at around 40 degrees.

The Borborema deposit has been drilled out at nominal drill spacing of approximately 50 m x 50 m. A total of 303 diamond drill holes and 921 reverse circulation (RC) holes totaling 109,090 m were drilled between 1979 and 2022 and were used to generate the Borborema 3-D models.

In the Borborema deposit area (Sao Francisco historical pit) four distinctive structural and strongly deformed domains were identified:

        A shallow dipping, leucosome-rich hanging-wall zone with strong deformation features which is metamorphosed under amphibolite facies. The folding is tight. Crenulations and S-C fabrics in shear zones are abundant.

        A mylonitic zone (retrograde zone) cut with faults (D2b) developed along the main Sao Francisco Shear zone (D3). Stratigraphy has been overturned and thrusted and retrograde alteration is strong and dominant. The mineralization mainly developed in the retrograde zone.

        A moderate to strong shearing zone with wavy shear fabric mainly developed within quartz-muscovite-biotite schist and on the footwall side of the Sao Francisco shear zone. Crenulation cleavages are abundant and dips steeper than in the shear zone. This zone is mainly barren and represents the main metamorphic event in lower amphibolite facies.

        A quartz-feldspathic footwall schist with meta-sedimentary origin and bedding, which can be labelled as a footwall schist where layering and bedding are clearly preserved. The host rocks metamorphosed under lower amphibolite and upper greenschist facies.

The mineralization is strongly controlled by regional structure with secondary structures providing the preferred host for gold. In addition to the main mineralized zone, several thinner sub-parallel zones of with gold mineralization were identified.

Two distinct gold mineralization types are identified in drill cores: 1) disseminated free gold, and 2) gold in association with sulphide mineralization represented by pyrrhotite, chalcopyrite, pyrite, sphalerite, and galena. Additionally, the sulphide mineralization was observed in the outer contact between chert boudins and schist along with or within schist foliation.

The continuity of mineralization observed in select diamond drill core shows a highly discontinuous nature. Sulphide-hosted gold (Au) appears primarily along psammitic schist foliations and around the perimeter of quartz veins and boudins. The visual inspection of sulphide mineralization in core with correlated analytical results appears to indicate a relatively high concentration of gold in pyrrhotite such that a sub-cm scale zone of sulphide mineralization resulted in grades commonly exceeding 1 g/t Au.

The mineralized sequence has been subjected to a complex, multi-stage deformational history, with folded, sheared, dismembered and boudinage quartz and quartz-carbonate veins and veinlets commonly associated with the gold mineralization.

The genesis of gold mineralization is poorly understood on a property and regional scale Some geologists who studied the geology of the deposit area in the past associated the gold mineralization with peak metamorphism adjacent to D2 shear zones (Stewart, 2011), while others believe that the deformational event which accompanied gold mineralization was an extensional event forming a linear dilatational feature (Baars, 2011). It has been suggested that the base metal sulphide mineralization event may be independent of the gold event; the lack of direct correlation between gold and silver also suggests deposition in separate events or pulses. Other geologists concluded that a second shallow-dipping structure was associated with mineralization that was separate from and oblique to the main shear zone. The shallowly dipping ore system lies in a strongly attenuated axial plane-parallel zone within the overturned limb of a large, inclined fold (Holcombe, 2012).

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The deposit at the Borborema Project is considered to be a classic mesothermal/orogenic gold deposit type in a sheared and deformed Archaean to Proterozoic age greenstone belt sequence comprised of metamorphosed volcanic-sedimentary rocks units intruded by slightly younger post-tectonic igneous bodies.

Orogenic gold deposits are among the most important sources of gold production in the world. The geology of the Borborema Project area and its gold occurrences are strikingly like many other gold-bearing schist belts throughout the world.

Several companies have completed various exploration programs at the Project and surrounding region including Itaperiba Mármores e Granitos LTDA (1979-1983), Mineração Xapetuba (1984), Mineração Santa Elina (1994-1997), Caraíba Metais LTDA (2007), Crusader (2009-2012), Big River (2021-2022), and Aura Minerals (2022).

Systematic exploration mainly was carried out by Crusader and later by Big River which included mapping and structural interpretations, geochemical sampling, and drilling. Aura since the acquisition of the project in 2022, carried out regional geophysical modeling and will start more systematic exploration work in the acquired claims from Big River.

Mining and Processing Methods

The mine layout and operation are based on the following criteria:

        Two independent open-pit areas named Main Pit and South Pit.

        Two independent waste rock storage facilities (WRSF).

        Independent access from both pits to the mine run-of-mine (ROM)/crushing pad.

        Low-grade stockpiling strategy near the ROM/crushing pad.

        20-m height benches.

The life of mine (LOM) will be eleven years and four months. The basis for the scheduling includes:

        Plant capacity: 2.0 Mtpy.

        10 months of pre-stripping operation.

        The maximum proportion of oxidized material in the plant is 10%.

        Total material movement: approximately 14 Mtpy.

        Sink rate: 100 m (5 benches at 20 m high).

        Low-grade stockpile to increase head grade for initial years.

The proposed beneficiation plant design is based on metallurgical testing and designed for optimal gold recovery with low capital and operating costs. In its initial conception, a conventional circuit for feeding 4.0 Mtpy was foreseen, consisting of three-stage crushing, ball mill, CIL, and thickening and filtering for dry stacking of the tailings, including desorption by the Anglo American Research Laboratory (AARL) method and electrolysis. The current design is based on a nominal feed of 2 Mtpy of ore, assuming a crushing plant availability of 75% and 90% for milling/CIL and supported downstream operations by an emergency stockpile of crushed ore and reserve equipment in critical areas. The Project includes single-stage primary crushing with a single stage semi-autogenous grinding (SSSAG) mill circuit at the 2.0 Mtpy stage to obtain a P80 106 μm product for cyanide leaching in the presence of activated carbon in obtaining gold recovery of 92.1%.

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Permit conditions

The Borborema project is currently in the ramp-up phase, in accordance with Operating License (LO) No. 2024-219477/TEC/LO-0639, which authorizes the mining and processing of gold ore in an area of 490 hectares. This license is linked to mining rights 805.049/1977, 840.149/1980 and 840.152/1980 of ANM, which cover a total area of 2,902.7 hectares. To expand the deposit, it will be necessary to build a 5.3 km bypass of BR 226, and to this end, the licensing processes with the federal and state governments are already underway.

Operating License (LO) No. 2024-219477/TEC/LO-0639 is valid until February 03, 2031 and covers changes and improvements made during construction in the 490-hectare area. However, according to IDEMA, any expansion or change that exceeds 490 hectares but occupies up to 100 additional hectares must apply for an Expansion License and will be incorporated into the current Operating License. Future expansions or changes that exceed the 100 hectares already expanded will be subject to separate licensing.

Additional licenses are required for the full operation of Borborema Project such as the Sewage Treatment Plant Operating License, Power Distribution Line Operating License.

For a list of our current material concessions, see “Regulatory Overview — Mining Regulations.”

Processing plants and other available facilities

The proposed beneficiation plant design is based on metallurgical testing and designed for optimal gold recovery with low capital and operating costs. In its initial conception, a conventional circuit for feeding 4.0 Mtpy was foreseen, consisting of three-stage crushing, ball mill, CIL, and thickening and filtering for dry stacking of the tailings, including desorption by the Anglo American Research Laboratory (AARL) method and electrolysis. The current design is based on a nominal feed of 2 Mtpy of ore, assuming a crushing plant availability of 75% and 90% for milling/CIL and supported downstream operations by an emergency stockpile of crushed ore and reserve equipment in critical areas. The Project includes single-stage primary crushing with a single stage semi-autogenous grinding (SSSAG) mill circuit at the 2.0 Mtpy stage to obtain a P80 106 μm product for cyanide leaching in the presence of activated carbon in obtaining gold recovery of 92.1%.

Total cost or book value of property

The total net book value of this property, plant and equipment is US$184.0 million.

Drilling, Sampling & Assaying

Historical drilling on the Borborema Gold Project has been completed in various campaigns since 1979 by several companies including Xapetuba, JICA, Santa Elina, and Caraiba.

Historical drilling (DDH & RC) statistics in Borborema Project.

Campaign

 

Diamond Drilling

 

Reverse Circulation

 

Total

Company

 

Year

 

Holes

 

Meters

 

Holes

 

Meters

 

Holes

 

Meters

Xapetuba

 

1984 – 1990

 

13

 

264

 

198

 

4,545

 

211

 

4,809

JICA

 

1991

 

2

 

400

         

2

 

400

Santa Elina

 

1995

 

15

 

1,185

         

15

 

1,185

Caraiba

 

2007

 

75

 

10,528

 

 

 

 

 

75

 

10,528

Total

     

105

 

12,377

 

198

 

4,545

 

303

 

16,922

The diamond drilling was completed by conventional and wireline techniques using HQ and NQ diameter core except for the JICA drilling which used AX diameter core.

Crusader began drilling on the Project in August 2010 and drilled consistently until the end of 2012. Crusader drilled 1, 235 m in 10 diamond drill holes for a metallurgical study. Big River drilled 13 holes to extend the known mineralization at depth and increase the inferred mineral resources. The below table summarizes these drilling programs.

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Crusader and Big River (DDH &RC) drilling statistics in Borborema Project.

Campaign

 

Diamond Drilling

 

Reverse Circulation

 

Total

Company

 

Year

 

Holes

 

Meters

 

Holes

 

Meters

 

Holes

 

Meters

Crusader

 

2010 – 2014

 

185

 

41,001

 

723

 

46,026

 

908

 

87,027

Big River

 

2021 – 2022

 

13

 

5,141

 

 

 

 

 

13

 

5,141

Total

     

198

 

46,142

 

723

 

46,026

 

921

 

92,168

The drilling was completed in various stages and for various purposes. The below table shows the detailed statistics of each drilling campaign. Crusader drilled 1,235 m in 10 diamond drill holes for a metallurgical study which is included in the resource building category since the results was used also for Mineral Resource estimation.

Crusader drilling detailed statistics in Borborema Project.

 

Diamond
Drilling

 

Reverse
Circulation

 

Auger Drilling

 

Rotary Air Blast

 

Total

Drilling Program

 

Holes

 

Meters

 

Holes

 

Meters

 

Holes

 

Meters

 

Holes

 

Meters

 

Holes

 

Meters

Resource

 

172

 

39,131

 

380

 

23,794

                 

552

 

62,925

Condemnation

         

267

 

13,984

                 

267

 

13,984

Exploration

 

1

 

253

 

76

 

8,248

                 

77

 

8,501

Geotechnical

 

2

 

382

                         

2

 

382

Metallurgical

 

10

 

1,235

                         

10

 

1,235

Heap Leach Piles

                 

48

 

250

         

48

 

250

Grade Control

 

 

 

 

 

 

 

 

 

 

 

 

 

98

 

238

 

98

 

238

Total

 

185

 

41,001

 

723

 

46,026

 

48

 

250

 

98

 

238

 

1,054

 

87,515

The analyses carried out by the four laboratories are summarized in the table below.

Laboratory analysis techniques used by Crusader.

Lab

 

Lab Code

 

Sample
Digestion

 

Finish

 

Company

 

Main
Element

 

Limit of
detection
(ppm)

 

Use

Bureau Veritas

 

FA001

 

Fire Assay

 

AAS

 

Crusader

 

Au

 

0.001

 

Normal

ALS

 

Au-AA26

 

Fire Assay

 

AAS

 

Crusader

 

Au

 

0.01

 

Normal

ACME

 

G6-50

 

Fire Assay

 

AAS

 

Crusader

 

Au

 

0.005

 

QC

Ultratrace

 

FA002

 

Fire Assay

 

ICPM

 

Crusader

 

Au

 

0.001

 

QC

SGS

 

FAA505

 

Fire Assay

 

AAS

 

Big River

 

Au

     

Normal

The entire sample preparation for Crusader 2010-2011 and 2021-2022 drilling campaigns was carried out in designated laboratories.

Mineral Resource

SRK Consulting (U.S.), Inc. (“SRK”), acting as third-party firm Qualified Person, performed the Mineral Resource estimate in support of the Borborema Feasibility Study (FS) report with an effective date of 31 January 2023. All definitions for Mineral Resources comply with all disclosure standards for mineral resources under §§229.1300 through 229.1305 (subpart 229.1300 of Regulation S-K). All supporting drilling and geological data were provided by Aura and reviewed by the Qualified Person. SRK constructed the block model, performed grade shell modeling of mineralization, interpolation of gold concentrations, scripting of bulk density, assigning Mineral Resource classification based on SEC definitions, and estimated the Mineral Resource statement. The mineral resource block model was finalized in late 2022.

The drill hole database supporting the Mineral Resources contains 1,370 drillholes for 109,578 m across the entire property with 74,038 sample intervals utilized to inform the mineral resource estimate for Borborema.

There are 29,617 specific gravity (SG) measurements from drilling data in the database used in Mineral Resources.

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SRK reviewed raw sampling, 1 m, 2 m, and 3 m composite lengths to determine material effect or bias on these various composite lengths. A 2 m composite was selected for estimation of the 2022 Mineral Resource model. It is the Qualified Person’s opinion that use of a 2 m composite is considered appropriate based on the raw sampling intervals with the majority collected at 1 m length.

The Borborema Mineral Resource block model does not utilize a lithological model to confine the grade estimation but instead utilizes multiple gold grade shells to define Au estimation domains. This approach was used due to the inability to model lithostratigraphic correlations across the deposit. As the gold mineralization is predominantly controlled by a primary structural zone trending north-south and dipping ~35 degrees to the east; it was this orientation that was used to define the grade shell directionality and trend.

The Mineral Resource block model utilized a minimum 0.2 g/t Au grade shell to constrain the estimation and thus, define the overall mineralization envelop with potential for economic material. Within the 0.2 g/t Au grade shell, SRK has utilized two additional nested gold grade shells of 0.5 and 1.0 g/t Au that were also created in Leapfrog® Geo using the indicator numeric modeling tools.

SRK utilized an oxidation boundary surface constructed in 2012 by Crusader (Cascar) to discriminate oxide from sulphide mineralization as the logging data was considered too variable and of lower confidence to construct this surface. The oxidation model is used to code bulk density in the Mineral Resource block model. SRK notes the surface is utilized to provide an approximate indicator of the transition but recognizes the confidence in the boundary is considered poor. Therefore, the simplicity of the oxidation boundary is in question and the Qualified Person has accounted for this uncertainly through Mineral Resource classification.

The 2022 Mineral Resource block model gold grade was estimated using Ordinary Kriging (OK) and inverse distance weighted squared (IDW2) methodologies constrained within nested grade shells at 0.2 g/t, 0.5 g/t, and 1.0 g/t Au indicatory grade shells (graphic below).

Longitudinal view of Au grade shells, looking west (SRK, 2022).

The Mineral Resource are presented in the below table.

Mineral Resources Borborema Project

Classification

 

Oxidation

 

Mass
(Mt)

 

Au average
(g
/t)

 

Au cog
(g
/t)

 

Recovery
(%)

 

Au Total
(Kt oz)

Indicated

 

Oxide

 

0.8

 

0.60

 

0.40

 

92.1

 

14

Indicated

 

Sulfide

 

36.9

 

0.98

 

0.40

 

92.1

 

1,071

Indicated

 

Total

 

37.7

 

0.97

 

0.40

 

92.1

 

1,085

                         

Inferred

 

Oxide

 

0.1

 

0.82

 

0.33

 

92.1

 

2.2

Inferred

 

Sulfide

 

10.8

 

1.13

 

0.33

 

92.1

 

360.4

Inferred

 

Total

 

10.9

 

1.12

 

0.33

 

92.1

 

362.6

____________

Notes:

(1)      Mineral Resources are reported exclusive of Mineral Reserves. Mineral Resources are not Mineral Reserves and do not have demonstrated economic viability.

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(2)      The effective date of Mineral Resources is January 31, 2023

(3)      S-K 1300 definitions were used to estimate Mineral Resources.

(4)      Mineral Resources are exclusive to Mineral Reserves.

(5)      The Mineral Resource estimate is reported on a 100% ownership basis.

(6)      Mineral Resources are contained within a pit shell and are estimated in situ.

(7)      Mining dilution, mining losses, or process losses were not applied in estimating Mineral Resources.

(8)      Mineral Resources tonnages and contained metal have been rounded to reflect the accuracy of the estimate, and numbers may not add due to rounding.

(9)      The economic CoG for Mineral Resources is based on the long-term outlook sale price of US$1,800/troy ounce of gold, 92.1% recovery, average mining costs of US$2.00/t, processing costs of US$14.82/t, G&A of US$1.38, and sustaining capital costs of US$0.62/t.

(10)    An overall 61° (east side) and 37° (west side) pit slope angle, 0% mining dilution, and 100% mining recovery have been used.

(11)    Mineral Resources were reported above the economic 0.33 g/t Au CoG and are constrained by an optimized pit shell.

(12)    The Qualified Person for Mineral Resources is Erik Ronald, P. Geo (PGO #3050), Principal Consultant with SRK Consulting (U.S.), Inc. based in Denver, USA.

Mineral Reserve

Borborema Project Mineral Reserve Estimates, as of July 31, 2023 are based on the Mineral Resources reported above by SRK. The key modifying parameters upon which the July 31, 2023 open pit Mineral Reserve Estimates were made are summarized in the below table.

Modifying Factor

 

Value

Gold Price

 

US$1,500/oz

Gold Refining Charge

 

US$28/oz

Royalties (CFEM¹)

 

1.5% of Gross Revenue

Exchange rate

 

R$5.2:US$1

Costs

   

Mining fixed

 

US$0.20/t

Mining weathered

 

US$2.20/t

Mining fresh rock ore

 

US$3.00/t

Mining fresh rock waste

 

US$2.60/t

Processing

 

US$14.82/t processed

G&A

 

US$2,753,173/year

Sustaining

 

US$0.62/t processed

Plant recovery

 

92.1%

Mining recovery

 

95%

Total Dilution (planned and unplanned)

 

5%

Overall Pit Slopes

 

36.5 – 61.5°

The Mineral Reserves inside the engineered pit designs were reported using cut-off grades (COG=0.40 g/t Au) estimated by rock type, based on a gold price of US$1,472/oz, including an allowance for refining costs of US$28/oz, and a R$:US$ exchange rate of 5.2:1.

A high voltage transmission line (HVTL) constrains the pit to the north and a highway paved road (BR-226) constrains the pit to the south.

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The Mineral Reserves are presented in the below table.

Mineral Reserves Borborema Project

Classification

 

Tonnage
(kt)

 

Au Grade
(g
/t)

 

Au Content
(koz)

 

Cut-off
grades
(g
/t)

 

Metallurgical
recovery
(%)

Proven

 

 

 

 

 

Probable

 

22,455

 

1.12

 

812

 

0.40

 

92.1

Total

 

22,455

 

1.12

 

812

 

0.40

 

92.1

____________

Notes:

(1)      S-K 1300 definitions were used to estimate Mineral Resources.

(2)      The Mineral Resource estimate is reported on a 100% ownership basis.

(3)      The effective date Borborema Mineral Reserve is July 31, 2023.

(4)      Mineral Reserves are reported on an in-situ basis after applying dilution and mining recovery.

(5)      Mineral Reserves have an effective date of July 31, 2023. The qualified person for the estimate was Bruno Yoshida Tomaselli, B.Sc., FAusIMM, an employee of Deswik.

(6)      Mineral Reserves are confined within an optimized pit shell that uses the following parameters: gold price including refining costs US$1,472/oz; mining costs US$2.40/t weathered material, US$2.80/t waste fresh rock, US$3.20/t ore fresh rock; processing costs US$14.82/t processed; general and administrative costs US$2.8 M/a; sustaining costs US$0.62/t processed; process recovery of 92.1%; mining dilution of 5%; ore recovery of 95%; and pit inter-ramp angles that range from 36 – 64°.

(7)      Tonnages and grades have been rounded in accordance with reporting guidelines. Totals may not sum due to rounding.

Operations

On March 28, 2025, the Company announced that production ramp-up at Borborema had commenced, making Borborema the second project Aura has brought into operation on time and on budget. With ramp-up now underway, the mine and plant are operational, and Aura expects to achieve commercial production by the third quarter of 2025. Construction capex is 100% committed, with 71% disbursed. Significant developments include the conclusion of the Main Substation, Power Line, Mechanical assembly of the Crushing Area and the CIL area. The mine pre-stripping is ongoing according to the plan and a total of 5.7Mt of waste has been moved to the waste dump. Detailed engineering is complete, construction activities are at 80% complete, civil works have reached 90% completion, and equipment installation is at 60% completion. A road relocation is pending approval by the National Infrastructure Agency. The project currently employs 2,184 direct and indirect personnel. The operational license is in place, allowing the start of the operations once construction is complete.

All the licenses are in place and the 18 environmental programs are ongoing according to the Environmental Impact Assessment report.

Other activities in 2024 include a hydrogeological study, resurveying of all the historical drill holes by the topography team for QAQC purposes and conversion of drill database to UTM/SIRGAS 2000 (official reference datum of Brazil).

Matupá Project

Qualified Person

Parts of this section are derived from the technical report summary, entitled “Technical Report Summary on the Feasibility Study for the Matupá Gold Project, Matupá Municipality, Mato Grosso, Brazil,” issued March 28, 2025, with an effective date of August 31, 2022, prepared by F. Ghazanfari. P. Geo. (Aura Minerals), L. Pignatari, P.Eng. (EDEM, Consultants, Brazil), and H. Delboni Jr. P.Eng. (Independent Mining Consultant, Brazil) as qualified persons under S-K 1300. Mr. Farshid Ghazanfari is the Geology and Mineral Resources Manager for the Company. The technical report summary is included as an exhibit to the registration statement of which this prospectus forms a part.

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Property Description and Ownership

The Matupá Gold Project area is an exploration stage project located in the Alta Floresta Gold Province, which lies in the extreme north-central part of Mato Grosso State, Brazil. The Project area encompasses an area surrounding the towns of Matupá and Guarantã do Norte, approximately 700 km north of Cuiabá, the Mato Grosso State Capitol and 200 km north of Sinop, an important commercial center and fourth city population. The Matupá Gold Project refers to Aura’s, and previously Rio Novo’s and Aura’s, on-going exploration, economic evaluation and planned development by surface mining of gold deposits in the province. This report focuses on the X1 and Serrinhas gold deposits.

The X1 Deposit is located near Matupá city, approximately 11 km north of its urban area and approximately 11 km south of the town of Guarantã do Norte, both municipalities are located along Highway BR-163. The coordinates of the X1 Deposit are 728117.80 m East, 8885898.28 m North and of the Serrinhas Target are 733427.48 m East, 8865243.02 m North — South American Datum (1969), UTM Zone 21 South.

Matupa Gold Project location and Mineral Claim Map

Aura holds the mineral rights for nine properties, of which three cover an area of 15,333.81 hectares (“ha”) located within an existing Mining Concession (X1 Deposit, Serrinhas and Guarantã Ridge Targets). The other six properties totaling 47,172.65 ha are under an Exploration Permit. The Property totals 62,506.46 hectares in the Alta Floresta Gold Province.

The Matupá Gold Project includes the properties covered by the Mining Concessions ANM number 866.428/2002 that includes the X1 Deposit, the property under ANM number 866.324/1991 including the Serrinhas Target, and the property ANM number 866.072/2001 covering the Guarantã Ridge Target.

Geology and Exploration

The Alta Floresta Gold Province (“AFGP”) is located in the south-central portion of the Amazon Craton (Almeida, 1978; Almeida et al., 1981), a crustal segment north of South America that would have stabilized at 1.0 Ga, which is surrounded by the mobile Neoproterozoic mobile belts of Tucavaca (in Bolivia), Araguaia-Cuiabá (Central Brazil) and Tocantins (northern Brazil) (Almeida et al., 1976; Cordani et al., 1988; Tassinari & Macambira, 1999).

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As the AFGP covers an area of approximately 430,000 km2, it represents one of the largest cratonic regions on the planet, comprising two Precambrian shields: the Central Brazil (or Guaporé) and Guiana shields, that are separated by the Paleozoic Solimões-Amazonas (Tassinari) basin (Macambira, 1999; Dardene & Schobbenhaus, 2000; Tassinari et al., 2000).

The Alta Floresta Gold Province (AFGP) is mostly comprised of plutono-volcanic sequences generated in paleo- and mesoproterozoic continental arcs, in addition to deformed and metamorphic units in restricted greenschist facies to its central and northwestern portions. The units that comprise the province, especially its eastern segment, are essentially represented by oxidized calcium-alkaline plutonic and volcanic rocks, of medium to high potassium (K), meta- to peraluminous, belonging to the magnetite series (type I granites). of volcanic, sub-volcanic and alkaline granitoids (type A granites).

The basement of this portion of the province corresponds to heavily razed areas and lacks outcrops. The basement unit is currently divided into two main complexes: (i) Bacueri-Mogno 2.24 Ga (Pimentel, 2001), not exposed in the eastern segment of the AFGP; and (ii) Cuiú-Cuiú 1992 ±7 Ma (Souza et al., 2005). The first main complex comprises pyroxene-rich orthoamphibolites, orthogneisses, paragneisses (garnet-silimanite-cordierite-biotite gneiss, illimanite-biotite gneiss and illimanite gneiss), enderbitic plutonics, banded iron formations, calc-silicate-quartzite-granite, quartzite-granitic rocks, metagabbro-norite and metapyroxene that exhibit mylonitic foliation and/or medium- to high-dip gneiss banding that are oriented east-west to east-southeast-west-northwest (Souza et al., 2005; Silva & Abram, 2008). Pimentel (2011) obtained isochronic Sm-Nd ages of 2.25 Ga and ɛNd(t) of 2.4 for amphibolite in this complex, corresponding, therefore, to the oldest age in the region. The Cuiú-Cuiú Complex, the second main complex, however, outcrops near the cities of Peixoto de Azevedo and Novo Mundo, and consists essentially of granitic to tonalitic gneisses, migmatites intruded by calcium-alkaline foliated granitoids of tonalitic to monzogranitic composition (Paes de Barros, 2007), in addition to shales, mafic and ultramafic rocks and banded iron formations (Dardenne & Schobbenhaus, 2001).

The Matupá Gold Project area is part of the granitic bodies of the Matupá Intrusive Suite, which has an intrusive geological relationship to the gneiss basement of the Cuiú-Cuiú complex and to the Diorite/Gabbro bodies, the oldest regional event. The Matupá Intrusive Suite are mostly identified from soil due to few available outcrop exposures or by diamond drilling. These rocks were intruded by quartz feldspar porphyries and late fine-grained mafic to intermediate dykes. These sequences are in contact with volcanic and pyroclastic rocks of the Colíder Group located north of Guarantã do Norte city.

The lithology of the basement rocks in the Project area includes biotite-tonalitic gneisses representative of the Cuiú-Cuiú complex. Among the most significant lithologies in the properties, particularly surrounding the X1 Deposit and parts of the Alto Alegre block, are medium, inequigranular and porphyritic biotite-granodiorites (potassium feldspar porphyries up to 3 cm in size) of light gray color, essentially isotropic, and may locally present incipient to little penetrative foliation when close to zones of regional magnitude shear or smaller shear zones reflecting them. The porphyritic biotite-granodiorites are composed of quartz, plagioclase, potassium feldspar phenocrysts (pink microcline), biotite and magnetite.

The initial exploration work was first carried out in 1996 by Mineração Bom Futuro in partnership with Western Mining Corporation (“WMC”) later followed by Rio Tinto (“RTZ”) in 2000, resulting in the discovery of the Serrinhas of Matupá target, currently known as the Serrinhas Target. Among the historical exploration activities performed was geological mapping, geochemical sampling of rock and soil, ground geophysical surveys (Gamma spectrometry and Gradient IP), followed by auger drilling. Reverse circulation and diamond drilling campaigns, sample results ranged from 0.2 g/t to 24.09 g/t Au, followed by detailed geological mapping at a 1:1,000 scale were performed. Later exploration work performed by Vale involved ground and airborne geophysical surveys and initial diamond drilling campaigns, resulting in the discovery of the Guarantã Ridge and X1 Deposits in 2002 and 2003, respectively.

Drilling, Sampling and Assaying

Drilling on the Matupá Gold Project has been completed in various campaigns since 1996 by WMC, Rio Tinto (RTZ), Crescent Resources (“CRESCENT”), Vale, Mineração Santa Elina (“MSE”), and Rio Novo. The implemented drilling methods were diamond drilling, reverse circulation (RC), and auger drilling. For the purposes of previous studies, Rio Novo decided not to use the reverse circulation drill hole information for the geological models and Mineral Resource Estimates, now historical estimates, for any deposits. This was done to assure that

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the quality of assay results and other drill hole information met Rio Novo’s quality control standards. The current study also follows the same logic regarding drilling and has not used RC drilling in modelling, estimation, and classification.

In total, there have been 148 diamond drill holes drilled in the X1 area, totaling 30,184.66 m. The below table summarizes the X1 drilling and drill core results.

Total Drilling in the X1 Area.

Type

 

Company

 

Period

 

Number off
Holes

 

Total
Length
(M)

 

Average
Hole
Depth
(M)

 

Number
Of
Samples

 

Drill Hole Series

Diamond Drilling

 

VALE

 

1999 – 2004

 

18

 

3,190.05

 

177.23

 

3,139

 

   FD-029 to

   FD-046

   

MSE

 

2006 – 2010

 

63

 

14,106.34

 

223.91

 

8,158

 

   SEX1-01 to

   SEX1-063

   

RNM

 

2010 – 2018

 

60

 

11,469.66

 

191.16

 

10,318

 

   FX1D-0001 to

   FX1D-0061

   

Aura

 

2019 to date

 

7

 

1,418.61

 

202.66

 

697

   
   

Subtotal

     

148

 

30,184.66

 

198.74

 

22,312

   

RC Drilling

 

Aura

 

2019 to date

 

43

 

2,242

 

52.14

 

2,242

 

   FX1R-0001 to

   FX1R-0043

   

Subtotal

     

43

 

2,242

 

52.14

 

2,242

   

Mining and Processing Methods

The mining operation for the Matupá Gold Project uses conventional open pit mining. The mine development plan allows access to grade levels to maximize gold production and provides operational flexibility by mining several benches simultaneously.

The waste rock comprises soil, saprolite, altered rock mass, and fresh rock. The excavation plan for these deposits is to drill and blast, with explosives, all fresh rock and 30% of the saprolite. Load and haulage will be performed mainly by hydraulic excavators, backhoes, and front-end loaders, and material transported by trucks (vocational).

Benches will be configured as follows:

        A minimum mining width of 30 m on a 10 m-high bench is used, including a final bench access incorporating an operational mining width of 15 m to maximize access to the mineralized zone.

        The waste and ore benches will be mined as 5 m thick layers, leaving a designed 10 m maximum bench height.

        The ore and waste zones have been analyzed and it is possible to operate with a proper berm width and in-pit dumping operational space.

        The benches will have a slight decline from crest to the toe of the upper bench face slope, in the direction of the open side to drain rainfall and to maintain designed slope angles. A good drainage design inside the pit and for rainwater collection contribution areas around the pit, allow for the minimization of operational disturbances during heavy rain.

The processing plant is located about 1.0 km from the X1 pit.

The mining faces will be accessed by 15-m wide double lane roads with 10% gradient. All roads will have 2.0 cm/m transversal gradient, from the center to the lateral edge of the road, with drainage ditches along the roads. Road conditions must be compatible with good practices and safety for the operation of mining equipment.

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The stipulated capacity for the Matupá industrial circuit is 1.3 Mtpa for processing blends of Fresh Rock and Oxide ore types. The selected treatment flow sheet for Matupá includes crushing, grinding, gravity concentration, and intensive leaching, followed by leaching (leaching — carbon in leach), carbon adsorption, cyanide neutralization (Detox), tailing thickening, and filtering for final disposal in piles, as shown in the graphic below. Based on an extensive testing campaign, gold recovery was modelled as a function of the Life of Mine (LOM) gold grades.

The crushing circuit is designed for a nominal capacity of 3,562 tpd and 70% availability. The run of mine (ROM) will be hauled and dumped in stockpiles, reclaimed with front-end loaders into the crushing feed hopper that is equipped with a static grizzly for retaining the oversize material, while a mobile rock breaker is used to break oversize rocks. From the hopper a vibrating grizzly feeder modulates the feeding flow rate, and separates material into coarse (oversize) and relatively fine (undersize) fractions. The former size flows by gravity to the primary jaw crusher chamber, while the fine material, together with the primary crusher discharge, is conveyed to a surge bin. Given that the crushing and milling circuits are designed according to different availabilities, an excess of crushed material will result when the crushing plant is fully operational. This excess material will be piled in a dedicated stockpile and reclaimed by a front-end-loader to a reclaim bin equipped with a vibrating feeder that also feeds the milling circuit. Based on selected ROM size distribution, equipment design, and circuit simulations the predicted crushing circuit P80 is 90 mm.

Permit conditions

The EIA/RIMA was filed with SEMA-MT, the Mato Grosso Regulatory Environmental Agency, on November 30, 2021. Aura presented the Matupá project to the environmental agency’s technical team on March 15, 2022.

The Public Hearing was held on May 10, 2022, and conducted by SEMA. In general, the Matupá project was well received by the community and by the mayors of Matupá and Guarantã do Norte. There were no objections.

SEMA-MT made a technical visit to the project area and finally issued the Technical Opinion and Preliminary License No. 317287/2023, valid until July 12, 2028. The applications for the Installation License and Permit for clearing native vegetation were filed with SEMA on December 23, 2023. The application for the Installation License and clearing native vegetation Permit was filed with SEMA on December 23, 2023.

On January 31, 2025, the Installation License No. 77412/2025 was issued by SEMA, but only for areas already cleared in the past by the landowner, and which are currently occupied by pasture. The Installation License is valid until January 30, 2030. The area required for clearing native vegetation is 28 ha. However, since this area is a Legal Reserve area, it will be necessary to purchase another area with an increase of 10%, totaling 31 ha to comply with the new State Law No. 788/2024. Negotiations for the purchase of the property are already underway. It is estimated that the entire process between purchasing the land and approval by SEMA will take 6 months from now.

The Matupá project also obtained the Water Use Permit (ORDINANCE No. 450 OF MAY 17, 2023) to capture 80 m3/h, valid until May 16, 2033. The main additional Permits required to support the Matupá Project are:

        Effluent Discharge Permit:    required for 4 points (tailings stockpiles, waste rock stockpile and low-grade or stockpile) will be applied throughout 2025. It is estimated that the full period for preparing the processes, filing with SEMA and issuing the permits will be 9-10 months.

        Cutting Isolated Trees Permit:    The application for the Permit for the cutting of isolated trees (total of 122 trees) was filed with SEMA on February 25, 2025. The process is under analysis, and it is estimated that the Permit will be issued in approximately 4 months.

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        Gas Station Permit:    Licensing for tanks over 15,000 l will be a three-phase process, i.e., it will require the application of a Preliminary License, Installation License and Operating License. The application of the licenses will be throughout 2025 and it is estimated that the entire licensing process will take around 8-10 months.

        Power Line:    The Licensing of a 138 kV Power Line will be three-phase, that is, it will require the application of a Preliminary License, Installation License and Operating License. The application of the licenses will be throughout 2025, and it is estimated that the entire licensing process will take around 10 to 12 months.

For a list of our current material concessions, see “Regulatory Overview — Mining Regulations.”

Processing plants and other available facilities

The stipulated capacity for the Matupá industrial circuit is 1.3 Mtpa for processing blends of fresh rock and oxide ore types. The selected treatment flow sheet for Matupá includes crushing, grinding, gravity concentration, and intensive leaching, followed by leaching (leaching — carbon in leach), carbon adsorption, cyanide neutralization (Detox), tailing thickening, and filtering for final disposal in piles, based on an extensive testing campaign, gold recovery was modelled as a function of the Life of Mine (LOM) gold grades.

The crushing circuit is designed for a nominal capacity of 3,562 tpd and 70% availability. The run of mine (ROM) will be hauled and dumped in stockpiles, reclaimed with front-end loaders into the crushing feed hopper that is equipped with a static grizzly for retaining the oversize material, while a mobile rock breaker is used to break oversize rocks. From the hopper a vibrating grizzly feeder modulates the feeding flow rate and separates material into coarse (oversize) and relatively fine (undersize) fractions. The former size flows by gravity to the primary jaw crusher chamber, while the fine material, together with the primary crusher discharge, is conveyed to a surge bin. Given that the crushing and milling circuits are designed according to different availabilities, an excess of crushed material will result when the crushing plant is fully operational. This excess material will be piled in a dedicated stockpile and reclaimed by a front-end-loader to a reclaim bin equipped with a vibrating feeder that also feeds the milling circuit. Based on selected ROM size distribution, equipment design, and circuit simulations the predicted crushing circuit P80 is 90 mm.

The single stage griding circuit will include a high-aspect semi-autogenous (“SAG”) mill operating in a closed configuration with hydrocyclones. The grinding circuit was designed on the basis of feed and product P80 of 90 mm and 0.125 mm respectively. The fresh feed reclaimed from the crushing plant surge bin is conveyed to the SAG mill, whose discharge pulp flows to a dedicated trommel screen. The material retained in the trommel screen (pebbles) is conveyed back to the SAG mill feed, whereas the trommel undersize gravitates to an underneath sump, from which it is pumped to a single hydrocyclones nest. The relatively coarse fraction (underflow) will be split in two fractions. The first will flow through the gravity concentration stage, whose tailings will flow to the SAG mill feed. The second fraction will flow straight back to the SAG mill feed. The gravity concentration circuit will include a scalp screen, a centrifugal concentrator, and an intensive leaching reactor. The hydrocyclones nest overflow is the grinding circuit product. The hydrocyclones overflow will be directed to a trash screen, where undersize material will flow to a thickener to increasing the concentration of solids prior to processing in a leaching-carbon-in-leach (“L-CIL”) circuit.

The leach-adsorption circuit will consist of two leach tanks and six carbon-in-leach (“CIL”) tanks. Mechanical agitation installed in all tanks will maintain the suspension of solids, as well as an adequate reagent homogenization. Fresh and regenerated carbon from the carbon regeneration circuit will be added to the CIL circuit for gold and silver adsorption. Carbon will flow counter-current to the slurry flow by pumping slurry and carbon. Slurry from the last CIL tank will gravitate to the cyanide detoxification tanks. Once a day, the pulp from the first carbon tank will be pumped into a dedicated screen to separate the loaded carbon from the pulp; the carbon will be processed through to the acid washing and a Zadra elution circuit. After regeneration, the carbon will return to the circuit passing through a dewatering screen.

Both the elution and intensive leaching solutions will be pumped to the pregnant solution tank for feeding the electrowinning cell. The sludge gold-rich cathodes will be washed, filtered and dried. The dry material obtained will be mixed with smelting fluxes and smelted in a furnace to produce gold doré (bullion).

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The pulp from the leaching and adsorption circuit will flow by gravity to the cyanide neutralization circuit by using the SO2/air method (Detox or Inco). The pulp from the neutralization circuit will flow to a safety screen to retain any loaded carbon, which will be stored for recirculation in the CIL circuit. The screen undersize material will be pumped to the tailing thickener.

Tailings resulting from the Detox circuit will be transferred to a high-rate thickener, whose underflow, at 60% w/w (weight per weight) solids, will be transferred to the filtration circuit where a horizontal vacuum filter will reduce the cake moisture to 21-23%. The filtering water and the thickening water will be recirculated within the processing plant. The filtered product will be transferred to disposal piles. Water runoff from these piles will also be recirculated in the processing plant. The filtered tailings will be transferred to the disposal area (Dry Stacking).

The majority of water consumed in the processing plant is designed to derive from recirculation within the industrial installation. Make-up water will be pumped from the Porcão River, which is located close to the future industrial installations. Water from the Porcão River will also be used for reagent preparation, elution, pump sealing water, as well as for the potable water treatment unit.

The main reagents to be used in the Matupá industrial plant are sodium cyanide, hydrated lime, sodium hydroxide, sodium metabisulfite, hydrochloric acid, and copper sulfate pentahydrate.

Total cost or book value of property

The total net book value of this property, plant and equipment is US$21.2 million.

Mineral Resource

The Matupá Gold Project Mineral Resource Estimate is limited to the X1 Deposit. The Mineral Resource Estimate updates were performed for all current information using a validated database. 3-D updated models were constructed in the GEOVIA GEMS™ and Surpac™ software platform (version 6.3). Mineral Resources were estimated using the same software platform by Farshid Ghazanfari, P.Geo. and QP for Aura Minerals. In the opinion of the QP for this section, the Mineral Resource Estimates have been prepared and classified in accordance with S-K 1300 definitions.

The X1 Deposit database includes different drilling campaigns conducted by various companies, Vale, Santa Elina, Rio Novo and Aura, carried out between 2003 to 2021. The older data was received as part of the acquisition of Rio Novo by Aura Minerals.

Two alteration models were developed based on lithological and alteration logging information of all drill holes that intersected mineralization on the X1 property. These two models, with some minor adjustments, were used for the Mineral Resource Estimate for the X1 Deposit. Three 3-D models were created for saprolite, weathered, and fresh rocks after grade interpolation had been performed. These models coded appropriately within the X1 block model for the Oxide attribute. The alteration model consists of oxide and sulfide materials with separate tonnes and grades calculated for each material type.

The X1 database contains sufficient data to determine a Mineral Resource Estimate. The X1 database contains 21,663 samples with Au and Ag values equal to or greater than zero. Sample lengths are variable, from 0.34 m to 6.45 m, with an average length of 1.33 m. Samples within the mineralized envelopes were processed into 2.0 m composites and capped, after compositing, at 20.0 g/t Au and 170 g/t Ag.

The block model limits were defined using UTM coordinates, and the block size selected for the model was 5m x 5m x 5m. The model was not rotated. The grade interpolation used Ordinary Kriging (“OK”). The updated, 3-D alteration models, coded in the block model, were interpolated using only the data points from inside that specific zone as the data source. The strong phyllic alteration was coded as rock type 4, weaker phyllic alteration coded as rock type 6, and a separate composite data set for each domain was used in grade interpolation.

The Mineral Resources for the X1 Deposit have been classified in accordance with the Canadian Institute of Mining, Metallurgy and Petroleum (“CIM”) Definitions and Standards for Mineral Resources and Mineral Reserves (CIM (2014) definitions) (CIM, 2014), which are consistent with the definitions for Mineral Resources in S-K 1300. The classification parameters consider the proximity and number of composite data. The block model is then coded accordingly for Measured (1), Indicated (2) and Inferred (3) classification for all three deposits.

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The updated Mineral Resource Estimate is based on the alteration models which encompassed all economic gold mineralization in the X1 Deposit. These mineralized domains were analyzed for grade capping values and variography and were interpolated using the ordinary kriging method. Once the block model was completed it was classified into Measured, Indicated, and Inferred Mineral Resources. A Lerchs-Grossman open pit optimization process was performed, resulting in the updated Mineral Resource Estimate presented in table below:

Mineral Resources Matupa Project

Resources Classification

 

Tonnes
(t)

 

Au
(g/t)

 

Contained
Au
(oz)

 

Au
Metallurgical
Recovery
(%)

 

Ag
(g/t)

 

Contained Ag
(oz)

Measured

 

‎73,550‎

 

‎0.61‎

 

‎1,440‎

 

‎93.2‎

 

‎2.69‎

 

‎6350‎

Indicated

 

‎343,730‎

 

‎0.61‎

 

‎6,720‎

 

‎93.2‎

 

‎3.39‎

 

‎37,470‎

Measured + Indicated

 

‎417,280‎

 

‎0.61‎

 

‎8,160‎

 

‎93.2‎

 

‎3.27‎

 

‎43,820‎

Inferred

 

‎77,560‎

 

‎0.78‎

 

‎1,950‎

 

‎93.2‎

 

‎1.25‎

 

‎3,120‎

____________

Notes:

(1)      S-K 1300 definitions were used to estimate Mineral Resources.

(2)      The Mineral Resource Estimate has an effective date of August 31, 2022, and is 100% attributable to Aura.

(3)      Mineral Resources are exclusive to Mineral Reserves.

(4)      Mineral Resources do not have demonstrated economic viability and are not Mineral Reserves.

(5)      The base case cut-off grade for the estimate of Mineral Resources is 0.35 g/t Au.

(6)      Mineral Resources are reported on an in-situ basis without applying mining dilution, mining losses, or process.

(7)      The in situ Measured and Indicated Mineral Resources are contained within a limiting pit shell (using a gold price of US$1,800 per ounce Au) and comprise a coherent body.

(8)      A density model based on alteration and rock type was established for volume to tonnes conversion averaging 2.76 tonnes/m3.

(9)      The metallurgical recovery is estimated to be 93.2% for gold ascertained from the Consolidations tests(section 12.2.1).

(10)    Contained metal figures may not add due to rounding.

(11)    Surface topography used in the models was surveyed July 31, 2021.

(12)    The Mineral Resource Estimate for the X1 Deposit was prepared by Farshid Ghazanfari, P.Geo., a Qualified Person as defined in S-K 1300 regulations.

Mineral Reserve

The Mineral Reserves estimation was prepared using industry standard methods and provides an acceptable representation of the deposit. Engenharia de Minas ME (“EDEM”) reviewed the reported Mineral Resources, production schedules, and factors for conversion from Mineral Resources to Mineral Reserves.

The Mineral Reserve Estimates have been prepared in accordance with, and the classification of Proven and Probable Reserves conform to S-K 1300 definitions. Economic analysis of the Life of Mine (LOM) plan generates a positive cash flow and, in EDEM’s opinion, meets the requirements for the classification of Mineral Reserves.

The designed open-pit’s Proven and Probable Mineral Reserves of gold are estimated to be about 8.5 Mt, with a grade of 1,14 g/t Au, totaling around 293,000 ounces of gold metal contained. The Mineral Reserves’ input parameters and estimated results for the Proven and Probable classification are presented in the below table.

Mineral Reserves Matupa Project

Mineral Reserve Estimate

Classification

 

Proven

 

Probable

 

Total

Ore Type

 

Tonnes
(kt)

 

Au
(g
/t)

 

Tonnes
(kt)

 

Au
(g
/t)

 

Tonnes
(kt)

 

Au
(g
/t)

 

Cut-off
grades
(g
/t)

 

Metallurgical
recovery
(%)

Low Grade Mineral Reserves

 

203.2

 

0.40

 

245.3

 

0.40

 

448.5

 

0.40

 

0.35

 

93.2

High Grade Mineral Reserves

 

3,596.0

 

1.36

 

4,440.3

 

1.03

 

8,036.4

 

1.18

 

0.35

 

93.2

Proven & Probable

 

3,799.2

 

1.31

 

4,685.6

 

0.99

 

8,485.9

 

1.14

 

0.35

 

93.2

____________

*Notes:

(1)      The Mineral Reserve estimates were prepared in accordance with S-K 1300 Standards on Mineral Resources and Reserves.

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(2)      The Mineral Reserve Estimate has an effective date of August 31, 2022.

(3)      The Mineral Reserves are reported in situ and based on an updated optimized shell using US$1,500/oz gold price, average dilution of 3%, mining recovery of 100% and break-even cut off grades of 0.35 g/t Au for X1 pit.

(4)      Contained metal figures may not be added due to rounding.

(5)      Surface topography as of July 31, 2021.

(6)      Mineral Reserve estimate for Matupá Project was prepared under the supervision of Luiz Pignatari, P. Eng., a “qualified person”.

(7)      The concentration plant recovery was established by Consolidations Tests Recovery model presented in the “technical report”.

(8)      The silver grades and metal contents were not considered in the reserve calculation as still there are doubts about the metallurgical recovery during the gold production process.

Exploration

Since the feasibility study in 2022, regional exploration activities have been conducted by Aura at the Matupá Project, including surface activities such as soil and rock sampling, geological mapping and reconnaissance, drill core re-logging, geophysical survey, and exploration and extension drilling programs to develop a significant amount of gold occurrences and anomalies identified within a 50 km radius from the X1 Deposit inside Aura’s mineral rights.

In the Serrinhas Target, the exploration activities were continued with full core re-logging and a 1,200km of detailed drone magnetometer survey covering the entire prospect, which was used to guide the continuity of scout and extension drilling programs at MP2 West Zone and MP2 East Zone ore bodies both with conventional diamond core drilling and with directional diamond core drilling. From 2022 to the present, 17,200m of diamond core drilling in 71 drill holes was carried at the target and the most drilled to date is the MP2 mineralization zone.

In May 2024, Aura announced the acquisition of exploration rights for the Pé Quente and Pezão Projects, located in the Alta Floresta Gold Province, Mato Grosso, Brazil. The acquisition includes 6 Mineral Rights and is situated 50 km from the X1 deposit. The projects have the same type of mineralization as the X1 deposit, offering potential to increase the Mineral Resources and Mineral Reserves of the Matupá Project. Aura made an initial payment of US$500,000 for the exploration rights over the Pé Quente and Pezão Projects and may complete the acquisition of the mineral rights in 2025 for and additional US$9.5 million. Environmental licensing has been continued for X1 deposit and the preliminary license was issued by the State Secretariat for the Environment (SEMA — MT) on July 14, 2023, which was endorsed by the State Environmental Council on September 1, 2023. With the positive progress of environmental work, the Installation License was requested on December 15, 2023. The CAR (Rural Environmental Registry) validation for the issuance of the Vegetation Suppression Authorization is still under analysis by SEMA (Mato Grosso Environmental Agency).

Pé Quente Project

As noted above, on May 22, 2024, we announced that we had acquired, through our subsidiary Aura Matupá, the right to explore the Pé Quente and Pezão Projects, or the New Projects, in the state of Mato Grosso, Brazil.

The Pé Quente gold deposit is emerging as one of the most significant disseminated of gold systems in granitic environments within the Alta Floresta Gold Province, similar to the X1 Deposit and Serrinhas, with 6,200m of the planned 7,500m program completed with six high-priority targets identified to date. Drilling has confirmed historical high-grade gold intercepts previously identified by Graben Mineração SA (refer to press release dated May 22, 2024) in the Nilva zone. In addition, drilling also identified a new zone (Nilva North) which expands the footprint of mineralization along strike to the northeast. Pé Quente is one of several promising targets surrounding the X1 Deposit within a 50km radius, where Aura has completed a Feasibility Study.

Significant intercepts include Hole FPQD-0010 (Nilva) 0.96 g/t Au over 132.00m, including 4.05 g/t Au over 3.00m and 4.00 g/t Au over 2.00m and Hole FPQD-0020 (Nilva North): 1.18 g/t Au over 63.90m, including 4.14 g/t Au over 8.00m.

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Era Dorada Project

Qualified Person

Parts of this section are derived from the technical report summary, entitled “S-K 1300 Technical Report Summary, Initial Assessment Era Dorada Gold Project Jutiapa, Guatemala,” issued June 2, 2025, with an effective date of December 31, 2024, prepared by Porfirio Cabaleiro Rodriguez, Kirkham Geosystems Ltd. and Dr. Homero Delboni Jr. as qualified persons under S-K 1300. Mr. Delboni Jr. is a Mining Engineer and Minerals Processing, Ph.D, in Minerals Processing and Chartered Professional (Metallurgy) of the Australasian Institute of Mining and Metallurgy (AusIMM #112813) which are the qualified persons under S-K 1300. The technical report summary is included as an exhibit to the registration statement of which this prospectus forms a part.

Property Description and Location

Era Dorada (formerly known as Cerro Blanco Project) is a development stage project located in Jutiapa, Guatemala, approximately 160 km by road from the capital, Guatemala City (Figure below) and approximately 9 km west of the border with El Salvador. The approximate coordinates of the project are 212250 m East, 1587250 m North, UTM ZONE NAD 27 16N.

The nearest town to the project is Asunción Mita, a community of about 18,500 people situated approximately 7 km west of the project. The exploitation license covers 15.25 km2 and lies entirely in the municipality of Asunción Mita.

Era Dorada Gold Project location and Mineral Claim Map

The Era Dorada Gold Project (the “Era Dorada Project”) is located in the Department of Jutiapa in southeast Guatemala approximately 160 kilometers by road from the capital, Guatemala City, and approximately nine kilometers west of the border with El Salvador.

Bluestone Resources Inc. (“Bluestone”) previously owned the Era Dorada (Cerro Blanco) Project through its indirect, wholly-owned subsidiary, Minerales Entre Mares de Guatemala, S.A. (“Entre Mares”). Bluestone acquired Entre Mares from Goldcorp Inc. (“Goldcorp”) in 2017. On January 13, 2025, Aura acquired the Era Dorada Project through its acquisition of all of the issued and outstanding common shares of Bluestone.

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Accessibility, Climate, Local Resources, Infrastructure and Physiography

Current road access to site is via the Pan-American Highway (Highway CA1) through the town of Asunción Mita. Existing infrastructure is in place to provide year-round access to the site. The topography is relatively flat with rolling hills.

Guatemala has 400 km of coastline and claims its territorial waters extend 22 km outward, plus an exclusive economic zone of 370 km offshore. Hurricanes and tropical storms sometimes affect coastal regions.

The climate and vegetation at the Era Dorada Gold Project site are typical of a tropical dry forest environment. The wet season is typically from May to October. The average annual rainfall is 1,350 mm. Daily highs reach 41°C and lows reach 10°C. The average annual pan evaporation rate is 2,530 mm with an annual average humidity of 62%. Classified as Zona Oriental, the principal characteristics of the region are a deficiency of rain for much ofthe year with high ambient daytime temperatures.

The Era Dorada Gold Project is located on a hill with two peaks. The surrounding areas are relatively flat with minimal undulation.

The project occurs within a south-southwest trending ridge that extends from higher ground to the north, outward into the basin and floodplain deposits of the Rio Ostua. The elevation of the upper part of the ridge is in excess of 600 masl. The elevation of the basin and flood plain deposits is about 460 to 490 masl.

The regional area is generally hilly to mountainous with broad flood plains formed by some of the larger streams and rivers. Three dormant volcanoes are within sight of the project area: Ixtepeque to the north, Suchitan to the northwest, and Las Viboras to the southwest.

The Era Dorada Gold Project is situated in proximity to a number of communities, the largest one being Asunción Mita, with a population of approximately 18,500 people.

There is no record of any previous exploitation in the area; however, with the closure of Goldcorp’s Marlin Mine in late 2017, it is anticipated that a significant contingent of Guatemalan trained labour will be available for employment at Era Dorada. As such, the project intends to hire the majority of operations staff locally and has allowed for cost of training programs within the Owner’s budget.

The local mine workforce is expected to live in the surrounding communities and provide their own transportation to and from the mine site due to the proximity of the population centers relative to the project site (Figure 4 2). Employees from distant areas further than Jutiapa and expatriate employees will be housed in the on-site camp.

La Baranca power substation is located at south of Asunción Mita, approximately 10 kilometers west from the project. The substation has a capacity to supply up to 20 MW of power.

History

There is no evidence of exploration activity on the Cerro Blanco property prior to 1997. Mar-West Resources Ltd. (Mar-West), a Canadian exploration company, had been working in adjacent Honduras since 1995 and expanded their gold prospecting activities into southern Guatemala in 1997. The Cerro Blanco property was identified by Mar-West by sampling densely silicified boulders, in some cases cut by chalcedonic veinlets, during an initial reconnaissance evaluation of an area known for active hot springs. Traverses over the hill at Cerro Blanco yielded surface rock assays of 1 to 3 g Au/t. An exploration concession was subsequently applied for and granted in late 1997. Mar-West drilled nine reverse circulation (RC) holes from April to June 1998 which tested near-surface potential to shallow depths of 100 to 150 m. At least seven holes contained one or more intercepts of 5 to 15 m grading 1 to 5 g Au/t, with the occasional 10 to 20 g Au/t interval and were sufficient to justify continued exploration on the property.

In October 1998, Mar-West’s holdings in Honduras and Guatemala were purchased by Glamis Gold Ltd. (Glamis) primarily to acquire the San Martin deposit in Honduras. Mar-West geologists continued to manage the Cerro Blanco exploration program through March 1999. The sinter area was soil sampled and trenched, and drilling was advanced to hole 19 when geophysical orientation surveys were undertaken. A further 331 drill holes were completed up until 2006.

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Goldcorp became the sole proprietor of the Cerro Blanco Gold Project through the purchase of Glamis in November 2006. Goldcorp undertook a comprehensive exploration program from 2006 to 2012 including additional surface exploration, over 3.4 km of underground development, and 43,016 m of surface and underground drilling

Prior to Bluestone’s acquisition of the Era Dorada Project, 522 drill holes totalling 117,027 m were completed on the project from 1998 to 2012. Metallurgical test work was conducted on samples from the Era Dorada deposit between April 1999 and January 2012 by Kappes, Cassiday & Associates (“KCA”). From January to July 2018, Bluestone completed an additional 55 drill holes totaling 11,384 m. JDS Mining & Energy Inc. (“JDS”) completed a Preliminary Economic Assessment (“PEA”) dated March 20, 2017, and an updated PEA dated June 2, 2017. Subsequently JDS Mining & Energy Inc. (“JDS”) completed a Feasibility NI43-101 Technical Report dated February 14, 2019.

By the end of 2021, Bluestone had drilled approximately 267 holes for a total of 45,725m on the Cerro Blanco property since the acquisition from Goldcorp. G Mining Services completed a Feasibility study and, NI43-101 Technical report for the Cerro Blanco project for an open pit mining operation.

Regulatory feedback has not been supportive of the change to open pit mining methods. On June 17, 2024, Bluestone received a notice from the Guatemalan Ministry of Environment (“MARN”) challenging the approval procedure that approved the open pit mining method for the Era Dorada Project. Aura is evaluating the alternatives for future potential development of Era Dorada.

Geology and Mineralization

The Era Dorada Gold Project is a classic hot springs-related, low-sulphidation epithermal gold-silver deposit comprising both high-grade vein and low-grade disseminated mineralization. The Cerro Blanco district forms part of an active volcanic arc of Miocene-Pliocene-aged bimodal volcanism that extends through El Salvador, Honduras, and Nicaragua.

High-grade mineralization is hosted in the Mita unit as two upward-flaring vein swarms comprising over 60 veins (North and South Zones) that converge downwards and merge into basal feeder veins. Low-grade disseminated and veinlet mineralization within and as halos around the high-grade veins is well documented in drilling since discovery of the deposit. Most of the veins are blind to surface, and concealed by the syn-mineral Salinas Unit, a sub-horizontal sequence of volcanogenic sediments and sinter horizons approximately 100 meters thick that form the low-lying hill at the project. The Salinas cap rocks are host to low-grade mineralization associated with silicified conglomerates and contemporaneous dacite/rhyolite flow domes or cryptodomes.

Both high and low-angle banded crustiform/colloform chalcedony veins, locally with calcite replacement textures, make up the deposit, with bonanza-grade gold grades largely confined to the chalcedony-quartz veins, especially where adularia bands are prominent. High-grade mineralization occurs over a vertical profile of 400 m (150 to 450 masl). At depth, calcite dominated veins form the limit to mineralization, nonetheless, very locally, high-gold values are present in calcite-dominated veins and in silicified structures containing only minor quartz veinlets.

The Salinas Group includes thin hot spring deposits, including sinters, which are genetically linked to underlying swarms of epithermal, gold-silver bearing quartz veins. The west and east sides of the Cerro Blanco ridge consist of flat agricultural plains characterized by Quaternary basalts, interbedded with boulder beds and sands. These rocks also appear down-faulted to lower elevations, implying major post-mineral extensional movements on such faults.

The current gold resource occurs under a small hill within an area 400 m by 920 m. Gold-bearing structures in Era Dorada area extend 2 km to the northwest of the gold deposit and occur largely confined within the hydrothermal alteration zone.

Vein textures suggest that gold and silver were introduced as one major event of multi-stage finely banded veining (originally amorphous silica) with subordinate bands of platy calcite which is mostly pseudomorphed to cryptocrystalline silica phases. Repetitive “crack and seal” pulses and associated boiling/flashing events very close to the paleosurface are proposed as the main mechanism for precious metal deposition. Very high-grade core intersections with coarser and more abundant sulphides, electrum, and free gold appear to represent an earlier series of events. Deportment studies indicate that approximately 99% of the gold occurs in electrum as free or

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exposed grains, with lesser amounts as native gold and kustelite. The lack of post-mineral structural displacement of veins and distribution of high grades over a +400 m vertical profile attest to the pristine nature of the veins at Era Dorada. Lack of inter-stage hydrothermal brecciation and coarse-grained primary quartz textures suggest that the mineralizing event was a fairly short-lived and occurred very close to the paleosurface.

Exploration Activities

The Era Dorada property was identified by Mar-West by sampling of densely silicified boulders. In October 1998, Mar-West’s holdings in Honduras and Guatemala were purchased by Glamis Gold Ltd. In November 2006, Goldcorp Inc. became the sole proprietor of the project through the purchase of Glamis Gold. Goldcorp undertook a comprehensive exploration program from 2006-2012 including additional surface exploration, over 3.4 km of underground development, and 43,016 meters of surface and underground drilling. On January 4, 2017, Bluestone entered into an agreement with Goldcorp to acquire 100% of the project.

As of the end of 2021, Bluestone had drilled approximately 267 holes for a total of 45,725 m on the Cerro Blanco property since the acquisition from Goldcorp. The table below summarizes the historical drilling on the property.

Summary of Drilling

Year

 

Company

 

Holes Drilled

 

Meters

1998

 

Mar-West

 

9

 

1,340

1999

 

Glamis

 

48

 

7,074

2000

 

Glamis

 

18

 

3,525

2002

 

Glamis

 

23

 

6,525

2004

 

Glamis

 

42

 

9,370

2005

 

Glamis

 

120

 

29,065

2006

 

Glamis

 

67

 

15,129

2007

 

Goldcorp

 

47

 

12,373

2008

 

Goldcorp

 

2

 

586

2009

 

Goldcorp

 

1

 

140

2010

 

Goldcorp

 

10

 

2,277

2011

 

Goldcorp

 

28

 

5,898

2012

 

Goldcorp

 

96

 

21,370

2017

 

Bluestone

 

8

 

2,324

2018

 

Bluestone

 

74

 

13,993

2019

 

Bluestone

 

61

 

8,403

2020

 

Bluestone

 

74

 

15,172

2021

 

Bluestone

 

50

 

5,833

   

Total

 

778

 

160,397

Permit conditions

The Era Dorada Gold Project is following Guatemala environmental laws and regulations and has all necessary permits to proceed with developing the underground mine and construction of the process facilities, subject to future operations adhering to the conditions of the exiting permits.

However, project design changes since 2007 and requires permit amendments. Additionally, new baseline studies (EIA) and permits are necessary for infrastructure components such as power line.

The approved EIA from 2007 included basic Environmental Management Plan (EMP), Social Management Plan (SMP) a nd Conceptual Mine Closure Plan, which have been reviewed and updated during the Feasibility Study (2019) to account for current international good-practices and the updated project design. Over the next project phase, those plans will be updated to reflect optimization and further development.

Since the design has been updated and optimized, an amendment of the 2007 EIA and specific permits will be required for approval to be aligned with the updated project design.

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The power line is not covered by any previous studies or permits, therefore requiring new baseline studies, EIA, and permit applications to be submitted to MARN for approval, with input from the following Guatemalan authorities: Ministerio de Energia y Mineria (MEM), Consejo Nacional de Areas Protegidas (CONAP), Instituto Nacional de Bosques (INAB), Ministerio e Salud y Asistencia social (Ministry of Health & Social Assistance), and the local municipality of Asunción Mita. The anticipated duration for completion of baseline studies, submittal/approval of EIA, and issue of permits is 8-10 months.

The table below summarizes the ongoing permits and current status of each permit.

License/Permit

 

Resolution/Date of Issue

 

Expiration Date

Mining

 

Resolution No.1942 MEM

 

2032

Tracking and Surveillance Licence Category A

 

2613-2007/ECM/LP

 

2028

EIA approval

 

2613-2007/ECM/LP MARN

 

The duration of the Project life

Export Permit

 

DGLEX-07-2018 MEM

 

Valid from April 25 2018 until April 25 2019

Discharge Abatement Cerro Blanco Project and Environmental Management Plan — Category B2

 

511-2011/DIGARN/ECM/caml MARN

 

2028

Property Registry

 

October 31, 2007

 

2032

Cerro Blanco Building Permit Municipality As. Mita — Difference between previous valor and current valor must be paid

 

December 29, 2007

 

Indefinite

Forestry License #1 (East Zone)

 

No. 40-2205-155-1.6-2007

 

In process of renewal

Forestry License #2 (West Zone)

 

No. 40-2205-035-1.1.5.2020

 

2031

WTP Handling and disposal of sludge

 

Resolution 00244-2016 -
DIGARN/FACD/gamc MARN

 

2028

Amendment Handling and disposal of sludge

 

Resolution 03749-2019 - DIGARN/MOCMD/RJOP

 

2027

Medical Clinic

 

Sanitary License 14047 Ministry of Health and Social Assistance June 14th, 2016

 

2026

Resolution: no pre-Hispanic or paleontological remains in the Project area

 

Opinion No. 002/mc.2008 Department of Pre-Hispanic and Colonial Monuments.

 

Indefinite

Diesel Tank Operating Licence, Own Consumption

 

Lic No. 0627

 

2029

Licence for operation and management of Explosives

 

1942

 

Undefined

Other resolutions of environmental documents, from previously acquired commitments

 

2007

 

Undefined

Processing plants and other available facilities

Metallurgical test work was conducted on samples from the Era Dorada deposit (Cerro Blanco) between April 1999 and January 2012 by Kappes, Cassiday & Associates (KCA) and in 2018 by Base Metallurgical Laboratories Ltd. (BaseMet) in Kamloops, BC.

The test work programs included comminution testing, determination of head assays, grinding size assessments, gravity concentration, leach testing, tailings testing and cyanide destruction.

Data obtained from both test work campaigns were used for estimating the gold and silver recoveries, as well as to define the processing flowsheet configuration and process design criteria.

For the global composite sample, the average recoveries obtained were 96% Au and 85% Ag.

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The processing plant will process 1,000 tpd, consisting of the following unit operations:

        Crushing circuit.

        Grinding circuit to a nominal P80 of 0.053 mm.

        Gravity concentration and intensive leaching (ILR).

        Pre-leach thickening to 50% solids (w/w).

        2-hour pre-oxidation, 36-hour leaching and 6-hours Carbon-in-Pulp (CIP).

        Carbon acid wash, elution and regeneration.

        Electrowinning and refining.

        Cyanide destruction.

        Tailings thickening, filtration and disposal in the DSTF or underground as paste backfill.

The leach circuit will have a residence time of 36 hours. The sodium cyanide (NaCN) consumption is predicted to be in the range of 0.3 to 0.5 kg/t to maintain a cyanide concentration of 500 ppm. Cyanide will be destroyed using the SO2/Air process (Detox circuit). Tailings resulting from the Detox circuit will be transferred to a thickener, whose underflow will be pumped to the filtration circuit, where a horizontal vacuum filter will reduce the cake moisture to 18.6% (dry basis).

Total cost or book value of property

The total net book value of this property, plant and equipment is US$52.4 million.

Mineral Resources and Mineral Reserves Estimates

The mineral resource estimate reported herein was prepared by Kirkham Geosystems Ltd. The mineral resources have been estimated in conformity with generally accepted CIM “Estimation of Mineral Resource and Mineral Reserves Best Practices”. There are 130,307 gold assays or 153,078 m total which average 0.68 g/t and 130,238 silver assays or 153,003 m total which average 3.75 g/t. Bulk densities were assigned to individual rock types and assigned on a block-by-block basis using measurement data by lithology and mineralized vein.

The estimate was completed using MineSightTM software using a 3D block model (5 m by 5 m by 5 m). Interpolation parameters have been derived based on geostatistical analyses conducted on 1.5-meter composited drill holes. Block grades have been estimated using ordinary kriging (OK) methodology and the mineral resources have been classified based on proximity to sample data and the continuity of mineralization in accordance

Mineral Resources Era Dorada Project

Resources Classification

 

Tonnes
(Kt)

 

Au
(g/t)

 

Ag
(g
/t)

 

Contained Gold
(Koz)

 

Contained
Silver
(Koz)

Measured(stockpile)

 

‎30

 

‎5.35

 

‎22.59

 

‎5

 

‎22‎

Indicated

 

6,349

 

9.31

 

31.54

 

1,901

 

6,439

Measured + Indicated

 

6,379

 

9.29

 

31.50

 

1,906

 

6,461

Inferred

 

605

 

6.02

 

19.68

 

117

 

383

____________

Notes:

(1)      Mineral Resources are reported in in accordance with S-K 1300.

(2)      Mineral resource estimates have been prepared by Kirkham Geosystems Ltd, a Qualified Person as defined by S-K 1300.

(3)      The Mineral Resource estimate is reported on a 100% ownership basis.

(4)      Underground mineral resources are reported at a cut-off grade of 2.25 g Au/t. Cut-off grades are based on a assumed metal prices of US$2,500/oz gold and US$28/oz silver, and assumed metallurgical recovery, mining, processing, and G&A costs.

(5)      Mineral Resources are reported without applying mining dilution, mining losses, or process losses.

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(6)      Resources are constrained within underground shapes based on reasonable prospects of economic extraction, in accordance with S-K 1300. Reasonable prospects for economic extraction were met by applying mining shapes with a minimum mining width of 2.0 m, ensuring grade continuity above the cut-off value, and by excluding non-mineable material prior to reporting.

(7)      Metallurgical recoveries reported as the average over the life of mine and are assumed to be 96% Au and 85% Ag, respectively.

(8)      Bulk density is estimated by lithology and averages 2.47, 2.57 and 2.54 g/cm3 for the Salinas, Mita and mineralized vein domains, respectively. Stockpile mineral resources are based on unconsolidated specific gravity of 2.0 gm/mm3 along with gold and silver grades and metal content.

(9)      Mineral resources are classified as Indicated, and Inferred based on geological confidence and continuity, spacing of drill holes, and data quality.

(10)    Effective date of the mineral resource estimate is December 31, 2024.

(11)    Tonnage, grade, and contained metal values have been rounded. Totals may not sum due to rounding.

(12)    Mineral resources are not mineral reserves and do not have demonstrated economic viability.

There are no mineral reserves estimated for the Era Dorada project.

Other Updates

Aura intends to conduct a definitive feasibility study in 2025 and evaluate all options considering existing permits from the government of Guatemala, including an operation consisting of an underground mine, process plant and a possible open pit scenario without interfering with underground facilities.

Tolda Fria Project

Tolda Fria Gold Project location and Mineral Claim Map

The Tolda Fria Project is an exploration stage project situated in the Villamaria municipality, approximately 10 km southeast of the city of Manizales in the department of Caldas, Colombia. The city of Manizales offers excellent infrastructure, services, and a skilled workforce, which makes it an ideal location for the project. Access to the project site is facilitated by a 5 km paved road that leads to Gallinazo. From there, a four-wheel-drive accessible road connects to the Tolda Fria Project trailhead, which is located 5 km away. The final leg of the journey to the mine site office is along a heavily incised pack animal trail.

On May 31, 2011, Rio Novo completed the acquisition of CVME’s 75% interest in the Tolda Fria Project and executed an agreement with Universal to acquire the remaining interest in the project, making Rio Novo the 100% owner of the Tolda Fria Project.

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The Tolda Fria Project has an Environmental License for small-scale mining, which will have to a modified for a modern mine under the Colombian mining code process. Aura intends to manage all such processes, conversion to concession contract, exploration permits, environmental approvals and mining consents & authorizations at the local level, establishing community relations, sustainability and institutional relations efforts as a priority in the development of the Tolda Fria Project.

Approximate transit time from the trailhead to the mine site is 1.5 hours. Currently all supplies and personnel are brought to the site via pack animal. Construction of the road to supply the camp is in progress. Construction of a CVME built an exploration base camp and secured sample storage facility at the site. Pre-existing structures include several old stamp mills.

The 164 Ha Tolda Fria Project is made up of hypabyssal metamorphic and igneous lithologies with a volcanic and sedimentary cover. Tectonically, the region is dominated by a series of associated structural lineaments (shear zones), overprinting the rocks with a cataclastic texture that localizes the veins and veinlets of the gold mineralization.

The Tolda Fria Project deposit has been characterized as a low sulfidation epithermal model (Gaitan, 2009). This type of deposit forms at relatively shallow depths, usually within 1 to 2 km of the surface, at a temperature range of less than 150°C to 300°C. The mineralization also can be disseminated within the host rock and/or associated hydrothermal or tectonic breccias. Within the study area, (1) subvertical veins with a N-S strike and slight variations to the east and west, and (2) low angle parallel veins concordant with the foliation of the host rock.

The Tolda Fria Project resources are 5000 ounces of gold in indicated category at a 3.88 grade/ton content ratio, in addition to more than 940,000 ounces inferred at a 2.38 grade/ton content ratio.

In 2021, we made adjustments to our portfolio at the Tolda Fria Project, expanding its land package to a total of 6,624 hectares. We conducted exploration activities that included chip, soil, and sediment sampling in 2022.

During 2023, surface exploration works were conducted in the regional targets where remnants of old mining areas with tunnel development on quartz-sericitic schists with veins and veinlets exist. These areas are in a similar disposition to the Tolda Fria deposit. Exploration works also occurred, in intrusive contact of porphyritic bodies with hypabyssal nature which may indicate the main source of the mineralization in this area. A drone mag survey was completed during 2023, and the interpretation of the data is ongoing and should help to support targets definition and future exploration drilling.

The Tolda Fria project is awaiting an environmental license from Corpocaldas (Corporación Autónoma Regional de Caldas), an environmental agency in Colombia, to approve and remove a restriction related to overlapping National Park concession. Exploration activities will resume when all the pending licenses are issued.

There was no exploration work done in 2024 and there is no plan to do any exploration activity in 2025.

We do not consider Tolda Fria to be material to our business or financial condition.

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Serra de Estrela Project (Aura Carajás)

Serra da Estrela Project is an exploration stage project located in Curionópolis municipality, approximately 30 km east of the city of Parauapebas in the Department of Pará, Brazil. The project has an exploration permit with 9,805ha.

Serra de Estrela Project location and Mineral Claim Map

The project is located in Carajas Province, that is one of world’s largest known cluster of large-tonnage IOCG Deposits, as Sossego, Sossego, Salobo, Pedra Branca, Igarapé Bahia-Alemão, Cristalino, Gameleira and Alvo 118. Important deposits/projects are inside 25 radius distance of Serra da Estrela.

Carajás Province is located within the Central Brazilian Shield, at southeastern portion of the Central Amazonian Province. The lithostratigraphy in the Carajas Province is complex, consisting mostly of Precambrian rocks overlapped by Neoarchean metasedimentary and meta-volcano sedimentary sequences, Proterozoic anorogenic granitoids and Phanerozoic cover units. Serra da Estrela project is located along the E-NE magnetic trend associated to Santa Ines Gabbro (intrusive M-UM rocks, which is ~25km long).

Local geology includes magnetic gabbronorites and schists, the last one hosting Cu mineralization. The biotite and amphibolite schists can be interpreted as result of k-Na-Ca hydrothermal alteration. In the area is also described granitic gneiss from Xingu Complex, UM sequences, BIFs and anorogenic Estrela granodiorite.

Historical works as surface samples, magnetometry and 9 holes (2,552m) identified a mineralized trend of ~6km strike. The Cu mineralization has biotite(k)-amphibole(Na-Ca)-magnetite(Fe) hydrothermal alteration assemblage. Cu mineralization consists in Cu sulfides (mainly chalcopyrite), and occurs disseminated, strings or semi massive blebby.

During 2023 and 2024, Aura concluded exploration drilling with 65 drillholes concluded, totaling 21,821.70m. The holes confirmed the continuity of mineralization along the 6 km strike with 3 main zones identified (Trend S, Trend SW, Trend N — Regional) highlighting the promising potential of the target.

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Drilling has delineated semi-massive sulfide zones with higher grades (exceeding 1% Cu) within low (<0.5% Cu) and medium-grade (0.5% to 1% Cu) disseminated mineralized envelopes, with semi-massive and medium-grade zones primarily identified in the southwest zone where drilling density is higher. Ongoing drilling aims to expand the high-grade semi-massive zones and the mineralized footprint along strike to generate a sizeable maiden mineral resource estimate. The Southern Carajás Copper Belt hosts some of the largest IOCG deposits in the region, encompassing over five major copper projects with a combined total of approximately 1.5Bt of copper ore, grading between 0.5% and 3% Cu.

Aura intends to continue exploration drilling campaigns on these targets in 2025.

We do not consider Serra de Estrela to be material to our business or financial condition.

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Management

We are managed by our board of directors and by our senior management, pursuant to our Memorandum and Articles of Association.

Board of Directors

The Board consists of six directors. The present term of each director will expire at the next annual meeting of shareholders or upon such director’s successor being elected or appointed. The following table presents the names of the current members of our board of directors.

Name

 

Position

 

Date of Birth

Paulo Carlos de Brito

 

Chairman

 

October 21, 1948‎

Stephen Keith(1)‎

 

Director

 

January 17, 1973‎

Bruno Mauad(1)‎

 

Director

 

September 8, 1984‎

Pedro Turqueto(1)‎

 

Director

 

October 13, 1985‎

Paulo Carlos de Brito Filho

 

Director

 

September 30, 1984‎

Richmond Lee Fenn(1)‎

 

Director

 

June 15, 1957‎

____________

(1)      Independent directors

Unless otherwise indicated, the current business addresses for our directors is c/o Aura Technical Services Inc. 3390 Mary St, Suite 116, Coconut Grove, Florida, 33133, United States.

Below are the biographies of the members of our board of directors.

Paulo Carlos de Brito, Chairman of the Board and a Director.    Mr. Brito was appointed the non-executive Chairman of the Board in May 2016. Mr. Brito is a businessman with more than 45 years of experience in mining, energy and agricultural businesses. Mr. Brito has worked extensively in and outside of Brazil including most of Latin America. Mr. Brito has founded several companies including Cotia Trading. S.A. (a trading company), Mineração Santa Elina Ind. E Com. S.A. (a mining company focused on the development, exploration and research of various minerals) and Biopalma da Amazonia S.A. (a palm oil production company). Other than the shares owned by Northwestern, Mr. Brito does not beneficially own or control, directly or indirectly, any other shares of the Company.

Stephen Keith, Director, Lead Director.    Mr. Keith was appointed a director of the Company in August 2011. At present, Mr. Keith is the Founder and President of D Squared A Inc. and Head of Brazilian Operations at Itafos. He served as CEO of Labrador Uranium Inc. from August 2021 until January 2023. He has worked for more than 25 years on projects in more than 30 countries, with a concentration on the Americas. His experience spans working with mining and energy companies as principal, as an investment banker and as a project engineer, spearheading projects from concept through feasibility study, engineering design, project management and construction. He has engaged in over C$2 billion in financings and merger and acquisition deals for natural resource projects. Past roles include: President and CEO of GrowMax Resources Corp. (TSX-V:GRO); Managing Director of Fertoz Ltd. (ASX:FTX); Founder and President and Chief Executive Officer of Rio Verde Minerals Development Corp. (TSX:RVD). Previously, he held the titles of Vice President, Corporate Development at Plutonic Power Corporation; Director, Investment Banking at Thomas Wiesel Partners; Vice President, Investment Banking at Westwind Partners Mining Group; and Manager, Technical Services with Knight Piesold Consulting. He holds a BSc, Applied Science (Queen’s University), an International MBA (York University, Schulich School of Business) and is a Registered Professional Engineer (P. Eng.) in Ontario and British Columbia (Retired).

Bruno Mauad, Director.    Mr. Mauad was appointed a director of the Company in October 2020. Mr. Mauad is a partner of Kapitalo Investimentos in charge of the equities investment strategies since 2015 and member of the executive committee since 2019. He started his career in 2005 at Patria Investimentos as an equity analyst becoming portfolio manager in 2010, responsible for long & short as well as long only strategies. In 2013, he joined Ashmore Group as a member of the Investment Committee and portfolio manager of the equity strategies. Mr. Mauad holds a Bachelor in Public Administration from FGV/EAESP and is a CFA charterholder.

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Pedro Turqueto, Director.    Mr. Turqueto was appointed a director of the Company in July 2022. Mr. Turqueto is currently the CEO of Copa Energia, the largest LPG distributor in Latin America. Mr. Turqueto was Vice President of Copa Energia and lead operations and strategy before his recent appointment as CEO. He is also responsible for the strategy of Rede Matogrossense de Comunicação, a media group that operates television channels, radio stations and websites in the states of Mato Grosso and Mato Grosso do Sul. He holds a law degree from PUC-SP and an MBA from Columbia School of Business, in New York.

Paulo Carlos de Brito Filho, Director.    Mr. Brito Filho was appointed a director of the Company in October 2020. He (i) is Chief Executive Officer at Mineração Santa Elina Industria e Comercio, a company that operates on the development and operation of mineral assets in South America; (ii) is a director of Quanta Geracao, a company that operates on the energy industry through generation and sale of energy from its solar and small hydroelectric plants, in Brazil; (iii) was a member of the Board of Directors of Sertrading, a company focused on the trading industry; and (iv) serves as Board member of MIS (Museum of Image and Sound). Other than the shares owned by Conway, Mr. Brito Filho does not beneficially own or control, directly or indirectly, any other shares of the Company.

Richmond Lee Fenn, Director.    Mr. Fenn was appointed a director of the Company on October 8, 2019. He has worked with Aura as interim-General Manager for both the Minosa (San Andrés) operation and the Gold Road Mine operation supporting these ramp-ups while the Company recruited new General Managers. He brings to Aura 40 years of base and precious metal experience. Mr. Fenn has extensive experience in mine engineering, mine development and valuation, maintenance and operations in North and South America, Africa and Papua New Guinea. Prior to joining Aura, Mr. Fenn was Executive General Manager for the Pueblo Viejo mine in the Dominican Republic, one of the world’s largest gold producing mines. Previously Mr. Fenn held positions of increasing responsibility for Freeport McMoRan, Glencore and Barrick Gold. Mr. Fenn holds a bachelor´s degree in mining engineering from the University of Arizona and is a registered professional engineer.

Officers

The following table presents the names, positions and dates of birth of our executive officers:

Name

 

Position

 

Date of Birth

Rodrigo Barbosa

 

President and Chief Executive Officer

 

March 2, 1974

Glauber Luvizotto

 

Chief Operating Officer

 

February 19, 1982

Joao Kleber Cardoso

 

Chief Financial Officer and Corporate Secretary

 

June 28, 1980

Below are the biographies of the members of our officers.

Rodrigo Barbosa, President and Chief Executive Officer.    Mr. Barbosa has served as President and CEO of Aura Minerals since January 15, 2017. He initially joined Aura Minerals as Chief Financial Officer in October 2016. In 2023, Metals & Mining Review recognized Mr. Barbosa as one of the “Top 10 CEOs in Mining Industry,” honoring his transformative leadership in driving Aura Minerals’ strategic and operational success since taking the helm as CEO. Prior to Aura Minerals, Mr. Barbosa was CEO of Tavex/Santista, a global leader in integrated denim manufacturing with operations in Brazil, Europe, and North America. There, he spearheaded a comprehensive turnaround, revitalizing the company’s strategy, finance, marketing, and operations. Earlier, he served as CFO of Camargo Corrêa Group’s investment holding company, a major Brazilian conglomerate and parent of Tavex/Santista. Mr. Barbosa holds an MBA from the University of Southern California and a Bachelor’s degree in Mechanical Engineering from Universidade Mackenzie in São Paulo, Brazil. He is fluent in Portuguese, Spanish, and English.

Glauber Luvizotto, Chief Operating Officer.    Mr. Luvizotto joined Aura Minerals as General Manager for Mexico operations in April 2018. He has strong technical expertise, especially in underground operations where he has most of his experience in the mining industry in the last 20 years. Prior to joining Aura Minerals, he worked as VP, Operations at BrioGold Inc. and a few other managerial positions in companies such as Yamana Gold Inc. and AngloGold Ashanti Limited. Mr. Luvizotto is a Mine Engineer from Ouro Preto Federal University in Brazil and complemented his studies at Queen’s University — Smith School of Business Executive Program in Canada. His native language is Portuguese but he is fluent in Spanish and English.

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Joao Kleber Cardoso, Chief Financial Officer and Corporate Secretary.    Mr. Joao Kleber Cardoso joined Aura Minerals in March 2019. Mr. Cardoso is an Economist from Unicamp in Brazil and has an MBA from the Kellogg School of Management, with majors in Finance, Strategy and International Business. Prior to joining Aura Minerals, Mr. Cardoso was the CFO of Santista, a large denim manufacturer with operations in Brazil and Argentina. Prior to Santista, Mr. Cardoso worked for Mover Participações, one of the largest conglomerates in Brazil, and was involved in several M&A projects. Mr. Cardoso has also worked in the management consulting industry for A.T. Kearney and Accenture in a variety of industries and projects.

Insurance

We have a directors’ and officers’ civil liability insurance policy.

Certain Arrangements and Relationships

We have no knowledge of any arrangement or understanding with major shareholders, customers, suppliers or any other person, pursuant to which any person was selected as a director or executive officer. Paulo Carlos de Brito is the father of Paulo Carlos de Brito Filho. Except for Paulo Carlos de Brito and Paulo Carlos de Brito Filho, none of the members of our board of directors, or of our board of executive officers, have any family relationships with each other, or with any other members of our senior management.

Compensation

For the year ended December 31, 2024, the aggregate compensation expense for the members of the board of directors and our executive officers for services in all capacities was US$3.0 million and US$3.9 million, respectively, which includes both benefits paid in kind and compensation. See note 30 to our audited consolidated financial statements included elsewhere in this prospectus.

Name

 

Position

 

Year

 

Salary
US($)

 

Share
Based
Awards

 

Option
Based
Awards
(US$)

 

Non-Equity
Incentive Plan
Compensation (US$)

 

All Other
Compensation
(US$)

 

Total
compensation
(US$)

Annual
Incentive
Plans
(1)

 

Long-Term
Incentive
Plans

 

Rodrigo Barbosa

 

President and Chief Executive Officer

 

2024

 

636,000

 

 

 

1,025,232

 

 

 

1,661,232

Joao Kleber Cardoso

 

Chief Financial Officer

 

2024

 

361,660

 

 

 

396,560

 

 

142,794

 

900,014

Glauber Luvizotto

 

Chief Operating Officer

 

2024

 

425,162

 

 

 

523,217

 

 

402,412

 

1,350,791

____________

(1)      Represents cash bonuses. Amounts may have been paid in a subsequent year; however, amounts are included in the year that the amount was earned.

(2)      Represents other cash compensations.

Employment Agreements

None of our directors have entered into service agreements with the Company.

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Share Option Plan

Our Share Option Plan enables us to grant share purchase options for a pre-determined fixed value (not lower (i) than the stock price of the Company’s shares on the Toronto Stock Exchange on the grant date; or (ii) the Fair Market Value, for beneficiaries residing in the United States of America), to employees, non-statutory directors and employees of the Company and the Company’s subsidiaries. The Share Option Plan was replaced by the Omnibus Incentive Plan on June 20, 2024. As of December 31, 2024, the 1,052,589 options issued and outstanding as follows:

Exercise price
US$‎

 

Options
outstanding

 

Options
Exercisable

 

Remaining
contractual life
(years)‎

 

Expiry dates

5.42

 

20,000

 

 

5.9

 

December 1, 2030

6.05

 

22,500

 

 

5.4

 

May 5, 2030

9.79

 

36,000

 

12,000

 

4.1

 

February 22, 2029

9.56

 

707,679

 

707,679

 

6.2

 

April 3, 2031

10.65

 

36,000

 

12,000

 

4.2

 

March 3, 2029

10.65

 

13,500

 

9,000

 

5.8

 

December 10, 2030

10.65

 

216,910

 

130,027

 

2.8

 

February 10, 2027

7.72

 

1,052,589

 

870,706

 

5.30

   

Omnibus Incentive Plan

On June 20, 2024, we approved our Omnibus Incentive Plan (the “Incentive Plan”). Under the Incentive Plan, individuals selected by the Board are eligible to receive share options, share appreciation rights, performance share units, restricted share units and deferred share units issued by the Company.

As of December 31, 2024, there were 1,052,589 options issued and outstanding as follows:

Exercise price
US$‎

 

Options
outstanding

 

Options
Exercisable

 

Remaining
contractual life
(years)

 

Expiry dates

5.42

 

20,000

 

 

5.9

 

December 1, 2030

6.05

 

22,500

 

 

5.4

 

May 5, 2030

9.79

 

36,000

 

12,000

 

4.1

 

February 22, 2029

9.56

 

707,679

 

707,679

 

6.2

 

April 3, 2031

10.65

 

36,000

 

12,000

 

4.2

 

March 3, 2029

10.65

 

13,500

 

9,000

 

5.8

 

December 10, 2030

10.65

 

216,910

 

130,027

 

2.8

 

February 10, 2027

7.72

 

1,052,589

 

870,706

 

5.30

 

Board Practices

Our shareholders elect members of our board of directors at the annual general shareholders’ meeting to hold office until the next annual meeting of shareholders (members may be reelected).

The current members of our board of directors were elected at the general meeting of our shareholders held on June 20, 2024, for a term of office ending at the annual general meeting to be held in or around June 16, 2025.

The Board of Directors has responsibility for the stewardship of the “Company by supervising our affairs, with the goal of enhancing shareholder value and maintaining a culture of integrity throughout the Company.

Directors are required to act honestly and in good faith, with a view to the best interests of the Company and to exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

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Structure and Operations

The Board discharges its responsibility for supervising the management of the business and affairs of the Company by delegating the day-to-day management of the Company to senior officers. The Board relies on senior officers to keep it apprised of all significant developments affecting the Company and its operations.

Meetings of the Board shall be held, at a minimum, on a quarterly basis. The frequency and nature of the meeting agendas are dependent upon business matters and affairs which the Company faces from time to time. The Board also discharges its responsibilities directly and through delegation to its Committees.

When appropriate, ad hoc committees shall be appointed by the Board to address certain issues of a more short-term nature.

Specific Duties of the Board

As part of the Board’s overall responsibility for the stewardship of the Company, its principal duties include, but shall not be limited to, the following:

Oversight of Management

        The Board shall approve the appointment of the President and CEO and all other senior executive officers and approve the compensation of the senior executive officers based upon the recommendations of the Governance Committee.

        To the extent possible, the Board shall satisfy itself as to the integrity of the officers and ensure that they create a culture of integrity throughout the Company.

        Review and prior approval by the Board shall be required for all material transactions in which the Company is involved including, without limitation, the acquisition or disposition by the Company of significant assets and properties, the issuance of securities and any matters that are outside the scope of authority delegated to officers.

        The Board shall regularly review and maintain the Company’s succession plan, which includes the appointment, training and monitoring of officers.

Board Organization

        The Board shall respond to recommendations received from the Governance Committee, but shall retain the responsibility for managing its own affairs by approving the following: its composition; the candidates nominated for election; appointments to committees; the selection of the chairmen of the Board and of its committees; and committee charters.

        The Board may establish committees of the Board and delegate certain responsibilities to those committees, including: the review and assessment of Board and officer compensation levels; the interim financial results; the performance of the Board and officers; the internal controls systems; the orientation and continuing education of Board members; and safety matters. However, the Board shall retain its oversight function and ultimate responsibility for these matters and all other delegated responsibilities

Monitoring of Financial Performance and Other Financial Reporting Matters

The Board is responsible for the following:

        Reviewing, questioning and approving the strategies and plans of the Company.

        Identifying principal business risks and ensuring the implementation of appropriate systems to manage such risks including, insurance coverage, conduct of material litigation and the effectiveness of internal controls.

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        Considering appropriate measures to be taken if the performance of the Company falls short of its goals.

        Reviewing and upon the recommendations of the Audit Committee, approving the audited financial statements and notes thereto and the management discussion and analysis.

        Overseeing the accurate reporting of the financial performance of the Company to its shareholders on a timely and regular basis.

        Overseeing that the financial results are reported fairly and in accordance with generally accepted accounting standards.

        Reviewing and approving those matters which the Board is required to approve under its governing legislation and documents, including the payment of distributions and material expenditures.

Policies and Procedures

The Board shall:

        Approve, maintain and monitor compliance with all policies, codes, charters and procedures developed to ensure that the Company operates at all times within applicable laws and regulations and to the highest ethical and moral standards.

        Develop and approve position descriptions for each of the Chairman of the Board, CEO and the Chairperson of each Board Committee, and measuring the performance of those acting in such capacities against such position descriptions.

Reporting

        The Board shall review the integrity of the internal control and management information systems of the Company.

        The Board shall implement measures for receiving feedback from stakeholders and ensure that material information is disseminated to the public in a timely manner and in accordance with the Company’s Disclosure Policy.

Orientation and Continuing Education

The Board and the Corporate Governance, Compensation and Nominating Committee ensure that a comprehensive orientation is received by new directors regarding the role of the Board, its committees and its directors. As part of a new director’s orientation, he or she receives a manual which contains the Company’s charters, mandates, codes and policies (the “Manual”). New directors are also provided technical reports on the properties of the Company and, as soon as practicable, taken on site visits.

The Board and the Corporate Governance, Compensation and Nominating Committee take the following measures to provide continuing education to its directors: (i) review the Manual at least annually and supply a revised copy to each director; (ii) ensure that all directors are kept apprised of changes in the Company’s operations and business, changes in the regulatory environment affecting the Company’s day to day business both within Canada and within the foreign jurisdictions in which the Company maintains properties, and changes in their roles as directors of a public company; (iii) provide, at Board meetings, a technical presentation, focusing on the Company’s main properties (the question and answer portions of these presentations are a valuable learning resource for the non-technical directors); and (iv) encourage directors to attend relevant courses and conferences, with the Company funding associated fees.

Foreign Private Issuer Status

We are subject to Nasdaq corporate governance listing standards. As a foreign private issuer, however, the standards applicable to us are considerably different from the standards that apply to U.S. listed companies. Under Nasdaq rules, as a foreign private issuer, we may follow the “home country” practice of the British Virgin Islands, except that we are required (a) to have an audit committee or audit board that meets certain requirements, pursuant

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to an exemption available to foreign private issuers (subject to the phase-in rules described under “— Committees of the Board of Directors — Audit Committee”); (b) to provide prompt certification by our chief executive officer of any material non-compliance with any corporate governance rules; and (c) to provide a brief description of the significant differences between our corporate governance practices and Nasdaq corporate governance practice required to be followed by U.S. listed companies.

Nasdaq listing rules include certain accommodations in the corporate governance requirements that allow foreign private issuers, such as us, to follow “home country” corporate governance practices in lieu of the otherwise applicable corporate governance standards of Nasdaq. The application of such exceptions requires that we disclose each Nasdaq corporate governance standard that we do not follow and describe the British Virgin Islands corporate governance practices we do follow in lieu of the relevant Nasdaq corporate governance standard. We currently follow British Virgin Islands corporate governance practices in lieu of the corporate governance requirements of Nasdaq in respect of the following:

        the majority independent director requirement under Section 5605(b)(1) of Nasdaq listing rules;

        the requirement under Section 5605(d) of Nasdaq listing rules that a compensation committee comprised solely of independent directors governed by a compensation committee charter oversee executive compensation;

        the requirement under Section 5605(e) of Nasdaq listing rules that director nominees be selected or recommended for selection by either a majority of the independent directors or a nominations committee comprised solely of independent directors;

        the requirement under Section 5635(d) of Nasdaq listing rules that a listed issuer obtain shareholder approval prior to an issuance of securities in connection with: (i) the acquisition of the stock or assets of another company; (ii) equity-based compensation of officers, directors, employees or consultants; (iii) a change of control; and (iv) transactions other than public offerings. Pursuant to the laws of the British Virgin Islands and our governing documents, we are not required to obtain any such approval; and

        the requirement under Section 5605(b)(2) of Nasdaq listing rules that the independent directors have regularly scheduled meetings with only the independent directors present.

British Virgin Islands law does not impose a requirement that the board consist of a majority of independent directors or that such independent directors meet regularly without other members present. Nor does British Virgin Islands law impose specific requirements on the establishment of a compensation committee or nominating committee or nominating process.

The Canadian securities regulatory authorities have issued corporate governance guidelines pursuant to National Policy 58-201 — Corporate Governance Guidelines, or the “Corporate Governance Guidelines,” together with certain related disclosure requirements pursuant to National Instrument 58-101 — Disclosure of Corporate Governance Practices, or “NI 58-101.” The Corporate Governance Guidelines are recommended as “best practices” for issuers to follow.

We recognize that good corporate governance plays an important role in our overall success and in enhancing shareholder value and, accordingly, we have adopted certain corporate governance policies and practices which reflect our consideration of the recommended Corporate Governance Guidelines, including that (i) our directors are elected for a term of office which ends at the next annual general meeting; (ii) we have established a Corporate Governance, Compensation and Nominating Committee responsible for, among others, identifying candidates, evaluating the effectiveness of the Board, its committee and its directors, monitoring our corporate governance practices and ensuring a comprehensive orientation is received by new directors (see “— Committees of Our Board of Directors — Corporate Governance, Compensation and Nominating Committee”); (iii) a majority of the members of our Board are independent directors; (iv) our Board has developed written position descriptions for the Chairman of the Board and the Chair of each Board committee, while the Board and President and CEO have developed a written position description for the President and CEO; (v) we have adopted a code of conduct; (vi) we have an audit committee comprised of independent directors (see “— Committees of Our Board of Directors — Audit Committee”); (vii) we have a board mandate, which, among

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others, requires directors to act honestly and in good faith, with a view to the best interests of the Company and to exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances (see “— Board Practices”).

See “Description of Shares — Memorandum and Articles of Association” for more information.

Committees of Our Board of Directors

We currently have an audit committee and a corporate governance, compensation and nominating committee. The composition and responsibilities of our audit and corporate governance, compensation and nominating committees are described below. Members serve on each of these committees until their resignation or until as otherwise determined by our board of directors

Audit Committee

Our audit committee consists of Stephen Keith, Pedro Turqueto and Bruno Mauad with Stephen Keith serving as chairperson. Our board of directors has determined that each of Stephen Keith, Pedro Turqueto and Bruno Mauad meet the requirements for independence under the listing standards of Nasdaq and SEC rules and regulations. Each member of our audit committee also meets the financial literacy and sophistication requirements of the listing standards of Nasdaq. In addition, our board of directors has determined that Stephen Keith is an audit committee financial expert within the meaning of Item 407(d) of Regulation S-K under the Securities Act.

We have adopted an Audit Committee Charter which sets out the committee’s mandate, organization, powers and responsibilities. The primary function of the audit committee is to assist the Board in in its oversight of the financial reporting process, the independent external auditor, independent internal audit personnel, risk management and compliance with applicable laws, rules and regulations. Consistent with this function, the committee will encourage continuous improvement of, and should foster adherence to, our policies, procedures and practices at all levels.

Meetings of the committee shall be held at least quarterly, provided that due notice is given and a quorum of the majority of the members is present. Where a meeting is not possible, resolutions in writing which are signed by all members of the committee are as valid as if they had been passed at a duly held meeting. The frequency and nature of the meeting agendas are dependent upon business matters and affairs which we face from time to time. The Committee shall report to the Board on its activities after each of its meetings.

The Board has adopted an audit committee charter, which sets out the committee’s mandate, organization, powers and responsibilities. To fulfill its responsibilities and duties, the audit committee shall:

        Recommend to the Board the external auditor to be nominated and the compensation to be paid for preparing and issuing an auditor’s report or performing related work.

        Direct responsibility for overseeing the work of the external auditor (including resolution of disagreements between Management and the external auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work. The external auditor shall report directly to the committee.

        Sole authority to pre-approve all audit services as well as non-audit services (including the fees, terms and conditions for the performance of such services) to be performed by the external auditor.

        Evaluate the qualifications, performance and independence of the external auditor, including (i) reviewing and evaluating the lead partner on the external auditor’s engagement with the Company, and (ii) considering whether the auditor’s quality controls are adequate and the provision of permitted non-audit services is compatible with maintaining the auditor’s independence.

        Receive the reports of the internal audit personnel and external auditors, review and assess the findings and the responses and actions taken or proposed by management.

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        Obtain and review a report from the external auditor at least annually regarding: the external auditor’s internal quality-control procedures; any material issues raised by the most recent internal quality-control review, or peer review, of the firm, or by any inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more external audits carried out by the firm; any steps taken to deal with any such issues; and all relationships between the external auditor and the Company.

        Review and discuss with management and the external auditor, prior to the annual audit, the scope, planning and staffing of the annual audit.

        Review and approve the rotation of the lead (or coordinating) audit partner having primary responsibility for the external audit activities and the audit partner responsible for reviewing the statutory audit as required by law.

        Review, if applicable, the Company’s intended hiring of partners and employees or former partners and employees of the external auditor.

        Ensure that the emphasis of the audits (external and internal) is placed on areas where the committee, management or the auditors believe special attention is warranted.

        Review the activities, organizational structure and effectiveness of the internal audit personnel.

        Review and approve the planned internal audit program prior to the beginning of each year.

        Act as a conduit whereby the internal audit personnel and external auditors can bring any concerns to the attention of the Board.

        Review and discuss with management and the external auditor the annual audited financial statements and quarterly financial statements prior to publication.

        Review and discuss with management the Company’s annual and quarterly disclosures. The Committee shall approve any reports for inclusion in the Company’s annual reports, as required by applicable legislation.

        Review and discuss with management, the internal audit personnel and the external auditor management’s report on its assessment of internal controls over financial reporting.

        Review and discuss with management and the external auditor, at least annually, significant financial reporting issues and judgments made in connection with the preparation of the Company’s financial statements, including any significant changes in the Company’s selection or application of accounting principles, any major issues as to the adequacy of the Company’s internal controls and any special steps adopted in light of material control deficiencies.

        Review and discuss with management and the external auditor, at least annually, reports from the external auditors on: critical accounting policies and practices to be used; significant financial reporting issues, estimates and judgments made in connection with the preparation of the financial statements; alternative treatments of financial information within generally accepted accounting principles that have been discussed with Management, ramifications of the use of such alternative disclosures and treatments, and the treatment preferred by the external auditor; and other material written communications between the external auditor and Management, such as any management letter or schedule of unadjusted differences.

        Discuss with the external auditor at least annually any “management” or “internal control” letters issued or proposed to be issued by the external auditor to the Company.

        Review and discuss with management, the internal audit personnel and the external auditor at least annually any significant changes to the Company’s accounting principles and practices suggested by the external auditor, internal audit personnel or management as well as the procedures undertaken in connection with the CEO and the CFO certifications for the annual filings with applicable securities regulatory authorities.

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        When applicable, discuss with management the Company’s quarterly and annual press releases disclosing earnings and other financial information, including the use of “pro forma” or “adjusted” non-IFRS information, as well as financial information and earnings guidance (if any) provided to analysts and rating agencies.

        Review and discuss with management and the external auditor, if applicable, at least annually, the effect of regulatory and accounting initiatives as well as off-balance sheet structures on the Company’s financial statements.

        Review disclosures made by the Company’s President and CEO and CFO during their certification process for the annual filing with applicable securities regulatory authorities about any significant deficiencies in the design or operation of internal controls which could adversely affect the Company’s ability to record, process, summarize and report financial data or any material weaknesses in the internal controls, and any fraud involving Management or other employees who have a significant role in the Company’s internal controls.

        Discuss with the Company’s general counsel at least annually any legal matters that may have a material impact on the financial statements, operations, assets or compliance policies and any material reports or inquiries received by the Company or any of its subsidiaries from regulators or governmental agencies.

        Review and discuss periodically the Company’s risk philosophy and risk management policies.

        Establish procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal controls or auditing matters, and the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters.

        Discuss with management and the external auditor at least annually any correspondence with regulators or governmental agencies and any published reports which raise material issues regarding the Company’s financial statements or accounting.

        Meet with the Company’s regulators, according to applicable law.

        Exercise such other powers and perform such other duties and responsibilities as are incidental to the purposes, duties and responsibilities specified herein and as may from time to time be delegated to the committee by the Board.

Our audit committee operates under a written charter that satisfies the applicable rules and regulations of the SEC and the listing standards of Nasdaq.

Corporate Governance, Compensation and Nominating Committee

On May 26, 2017, our board of directors established the Corporate Governance, Compensation and Nominating Committee.

Our corporate governance, compensation and nomination committee may be appointed by the board of directors. In the normal course of business, such members will serve for a minimum of three years.

Our corporate governance, compensation and nomination committee has as its main functions:

        recommend to the Board corporate governance and ethics principles and policies that should be applicable to the Company;

        assist the Board in its oversight role with respect to the Company’s global human resource strategy, policies and programs, and all matters relating to the proper utilization of human resources within the Company, with special focus on management succession, development and compensation; and

        identify and recommend qualified individuals as members of the Board and of its committees, to review and set out recommendations for non-stock based remuneration to the Board and to monitor and review the Company’s corporate governance practices and policies and make recommendations for changes when appropriate.

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Furthermore, the Corporate Governance, Compensation and Nominating Committee’s mandate is, in part, to annually assess the performance, effectiveness and contribution of the Board, its committees and its directors and make recommendations to the Board.

To facilitate this annual assessment, the Board has approved an Annual Assessment Report and Questionnaires for the Board and each of its committees.

The current members of the corporate governance, compensation and nomination committee are Paulo Carlos de Brito Filho (Chairman) and Bruno Mauad.

Code of Conduct

We have adopted a Code of Conduct (the “Code”), applicable to all of our employees, officers and directors. The Code addresses many important matters, including conflict of interests, confidentiality, protection and proper use of corporate assets, competition and fair dealing, dealing with public and government officials, environment and social responsibility and how any employee, officer or director may, on an anonymous basis, report any violations of the Code. No waiver of the Code has ever been requested or granted to an employee, officer or director of the Company.

The Corporate Governance, Compensation and Nominating Committee, reviews, monitors and oversees the disclosure relating to the Code yearly to ensure that it is consistent with current industry trends and standards and ensure that it clearly communicates the Company’s commitment to conduct its business in accordance with all applicable laws, rules and regulations and high ethical and moral standards.

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Related Party Transactions

See note 28 to our unaudited condensed interim consolidated financial statements and note 30 to our audited financial statements included elsewhere in this prospectus.

Principal Related Party Transactions

Iraja Royalty Payments

As part of the Apoena Mine transaction with Yamana Gold Inc., or “Yamana”, Mineracao Apoena S.A., or “Apoena” entered into a royalty agreement, or the “EPP Royalty Agreement”, dated June 21, 2016, with Serra da Borda Mineracao e Metalurgia S.A., or “SBMM”, Yamana’s wholly-controlled subsidiary. Commencing on and from June 21, 2016, Apoena would pay to SBMM a royalty, or the “Royalty” that is equal to 2.0% of Net Smelter Returns on all gold mined or benefited from Apoena, or the “Subject Metals” sold or deemed to have been sold by or for Apoena. Effective as at such time as Apoena has paid the Royalty on up to 1,000,000 troy ounces of the Subject Metals, the Royalty shall without the requirement for any further act or formality, reduce to 1.0% of Net Smelter Returns on all Subject Metals sold or deemed to have been sold by or for Apoena.

On October 27, 2017, SBMM entered into an agreement, or the “Royalty Swap Agreement” with Iraja Mineracao Ltda., a company beneficially owned or controlled by the chairman of our Board, Paulo Carlos de Brito, for the swap of the EPP Royalty with the RDM Royalty (as defined in the Royalty Swap Agreement) with no change to the terms of the royalty calculation. Aura incurred expenses of the related royalties of US$0.8 million in the three months ended March 31, 2025.

Royalty Agreement for Aura Almas

Through our wholly owned subsidiaries Almas, we maintain a royalty agreement with Iraja Mineracao Ltda, a company beneficially owned or controlled by the same controlling group that controls the Company, whereby the subsidiary pays 1.2% of the Net Smelter Returns on all gold mined or sold, since the moment commercial production commenced.

Royalty Agreement for Matupá

Through our wholly owned subsidiary Matupá, we maintain a royalty agreement with Iraja Mineracao Ltda, a company beneficially owned or controlled by the same controlling group that controls the Company, whereby the subsidiary pays 1.2% of the Net Smelter Returns on all gold mined or sold, from the moment that commercial production commenced. The subsidiary is currently in care and maintenance.

Employee withholding taxes payable to the Company

In March 2021, certain of our key executives exercised their stock options in return for common shares. Although the executives received common shares instead of a cash payment at the time of the exercise, the Company, following local tax regulation, had the obligation to immediately retain withholding taxes calculated on the expected gain at the time of the exercise, in favor of the local tax authorities. The Board of Directors of the Company authorized such employees to reimburse the Company of such withholding taxes in a maximum period of 18 months (as extended) bearing an interest rate of equal or higher of the applicable federal rates of the month when the withholding tax was retained. Such outstanding balance is secured against the common shares of the Company owned by such executives in a proportion of 150% of the outstanding balance, and the Company has the right to demand additional shares as collateral in case of reduction of the market price of the shares. Additionally, the receivable becomes immediately due by the employees in case of employment termination. The agreement was amended, and the due date was postponed for additional 24 months. As of March 31, 2025, the total outstanding balance to be received by the Company was US$3.2 million. As of June 6, 2025, the loans had been repaid in full.

Other Related Party Transactions

For further information, see note 30 of our audited consolidated financial statements.

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Principal and Selling Shareholders

The following table and accompanying footnotes present information relating to the beneficial ownership of our common shares (1) immediately prior to the completion of this offering; (2) following the sale of common shares in this offering, assuming no exercise of the underwriters’ option to purchase additional common shares; and (3) following the sale of common shares in this offering, assuming the underwriters’ option to purchase additional common shares is exercised in full, by:

        each person, or group of affiliated persons, known by us to own beneficially 5% or more of each class of our outstanding voting shares;

        each of our directors and executive officers, individually;

        all directors and executive officers as a group; and

        the selling shareholders, which consists of the entity shown as having shares listed in the column “Shares to be Sold in the Offering.”

The number of common shares beneficially owned by each entity, person, executive officer or director is determined in accordance with the rules of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares over which the individual has sole or shared voting power or investment power as well as any shares that the individual has the right to acquire within 60 days through the exercise of any option, warrant or other right. Except as otherwise indicated, and subject to applicable community property laws, we believe that each shareholder identified in the table below possesses sole voting and investment power over all the common shares shown as beneficially owned by the shareholder in the table.

The percentages of beneficial ownership in the table below are calculated on the basis of the following numbers of shares outstanding:

        Immediately prior to the completion of this offering:            common shares;

        following the sale of common shares in this offering, assuming no exercise of the underwriters’ option to purchase an additional            common shares; and

        following the sale of common shares in this offering, assuming exercise in full of the underwriters’ option to purchase an additional            common shares.

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Unless otherwise indicated, the current business addresses for our directors is c/o Aura Technical Services Inc. 3390 Mary St, Suite 116, Coconut Grove, Florida, 33133, United States.

Beneficial Owners

 





Shares Beneficially Owned
Prior to Offering

 

Shares Beneficially
Owned After Offering
Without Exercise of
Underwriters’ Option

 

Additional
Common
Shares To Be
Sold In
Offering
With Full
Exercise of
Underwriters’
Option

 



Shares Beneficially
Owned After Offering
With Exercise of
Underwriters’ Option

Common
Shares
(1)

 

% of Total
Common
Shares
(2)

 

Shares to
be Sold
in Offering

 

Common
Shares
(1)

 

% of Total
Common
Shares
(2)

 

Common
Shares
(1)

 

% of Total
Common
Shares
(2)

Directors and Executive Officers(1)

       

 

                       

Paulo Carlos de Brito(2)

 

39,813,485

 

54.15

%

                       

Stephen Keith

 

*

 

*

%

                       

Bruno Mauad(3)

 

5,792,535

 

7.90

%

                       

Pedro Turqueto

 

*

 

*

%

                       

Paulo Carlos de Brito Filho(4)

 

2,101,320

 

2.87

%

                       

Richmond Lee Fenn

 

*

 

*

%

                       

Rodrigo Barbosa

 

840,937

 

1.15

%

                       

Glauber Luvizotto

 

*

 

*

%

                       

Joao Kleber Cardoso

 

*

 

*

%

                       

All directors and executive officers as a group (14 individuals)

 

43,979,295

 

58.63

%

                       

____________

*        Represents beneficial ownership of less than 1% of our issued and outstanding common shares.

(1)      Unless otherwise noted, the business address of our directors and executive officers is c/o Aura Technical Services Inc. 3390 Mary St, Suite 116, Coconut Grove, Florida, 33133, United States.

(2)      Northwestern Enterprises Ltd., or “Northwestern,” is the holder of record of such shares. Paulo Carlos de Brito controls Northwestern.

(3)      Kapitalo Investimentos, or “Kapitalo,” is the holder of record of such shares. Bruno Mauad is a partner of Kapitalo and may be deemed to have beneficial ownership of the shares held of record by Kapitalo. Mr. Mauad disclaims ownership of such shares except to the extent he has a pecuniary interest therein.

(4)      Conway Holding Developments S.A., or “Conway,” is the holder of record of such shares. Paulo Carlos de Brito Filho controls Conway.

According to our transfer agent, as of May 20, 2025, we had 817,629 common shares (representing approximately 1.1% of our outstanding common shares) held by 16 registered U.S. shareholders. Since some of the shares are held by nominees, the number of shareholders may not be representative of the number of beneficial owners.

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Description of Shares

General

The Company is authorized to issue an unlimited number of common shares. As of May 16, 2025, we had 74,529,362 common shares outstanding, no par value.

On August 11, 2020, we announced that holders as at the close of business on August 20, 2020, or the “Share Record Date,” would receive an additional 14 common shares for each one common share held as of the Share Record Date, or the “Share Split.” In connection with the Share Split, each BDR of the Company was also divided into 15 issued BDRs.

On July 5, 2024, we announced a forward split of our BDRs on the basis of three BDRs for each one BDR then outstanding. Prior to the BDR split, each BDR represented one common share, and following the split, each three BDRs represent one common share.

We are a British Virgin Islands company incorporated and our affairs are governed by the provisions of our memorandum and articles of association, as amended and restated from time to time, and by the provisions of applicable British Virgin Islands law, including the BVI Business Companies Act, Revised Edition 2020 or the “BVI Act.”

Our company number in the British Virgin Islands is 1932701. As provided in sub-regulation 4.1 of our memorandum of association, subject to British Virgin Islands law, we have full capacity to carry on or undertake any business or activity, do any act or enter into any transaction and, for such purposes, full rights, powers and privileges. Our registered office is at Craigmuir Chambers, Road Town, Tortola, VG1110, British Virgin Islands.

Below we provide a summary of the important provisions of our memorandum and articles of association. This description is not intended to be exhaustive. It is based on our memorandum and articles of association (which is attached as an exhibit to the registration statement of which this prospectus forms a part), as well as on the legislation and regulations applicable to companies organized under the laws of the British Virgin Islands.

Memorandum and articles of association

We are a British Virgin Islands company incorporated and our affairs are governed by the provisions of our memorandum and articles of association, as amended and restated from time to time, and by the provisions of applicable British Virgin Islands law, including the BVI Act.

Our company number in the British Virgin Islands is 1932701. As provided in sub-regulation 4.1 of our memorandum of association, subject to British Virgin Islands law, we have full capacity to carry on or undertake any business or activity, do any act or enter into any transaction and, for such purposes, full rights, powers and privileges. Our registered office is at Craigmuir Chambers, Road Town, Tortola, VG1110, British Virgin Islands.

Below we provide a summary of the important provisions of our memorandum and articles of association. This description is not intended to be exhaustive. It is based on our memorandum and articles of association (which is attached as an exhibit to the registration statement of which this prospectus forms a part), as well as on the legislation and regulations applicable to companies organized under the laws of the British Virgin Islands.

Common shares

Holders of our common shares may freely hold and vote their shares.

The following summarizes the rights of holders of our common shares:

        each holder of common shares is entitled to one vote per share on all matters to be voted on by shareholders generally, including the election of directors;

        there are no cumulative voting rights;

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        the holders of our common shares are entitled to dividends and other distributions as may be declared from time to time by our board of directors provided that the value of the Company’s assets will exceed its liabilities and the Company will be able to pay its debts as they fall due, and pursuant to our memorandum and articles of association, all dividends unclaimed for three years after having been declared may be forfeited by a resolution of directors for the benefit of the Company; and

        upon our liquidation, dissolution or winding up, the holders of common shares will be entitled to share ratably in the distribution of all of our assets remaining available for distribution after satisfaction of all our liabilities.

Limitation on Liability and Indemnification Matters

Under British Virgin Islands law, each of our directors and officers, in performing his or her functions, is required to act honestly and in good faith with a view to our best interests and exercise the care, diligence and skill that a reasonably prudent director would exercise in comparable circumstances.

Our memorandum and articles of association provide that we shall indemnify any of our directors or anyone serving at our request as a director of another entity against all expenses, including legal fees, and against all judgments, fines and amounts paid in settlement and reasonably incurred in connection with legal, administrative or investigative proceedings or suits provided that such persons acted honestly and in good faith with a view to the best interests of the Company and in the case of criminal or administrative proceedings, the person had reasonable grounds to believe their conduct was lawful. We may pay any expenses, including legal fees, incurred by any such person in defending any legal, administrative or investigative proceedings in advance of the final disposition of the proceedings. If a person to be indemnified has been successful in defense of any proceedings referred to above, the director is entitled to be indemnified against all expenses, including legal fees, and against all judgments, fines and amounts paid in settlement and reasonably incurred by the director or officer in connection with the proceedings.

We may purchase and maintain insurance in relation to any of our directors, officers, employees, agents or liquidators against any liability asserted against them and incurred by them in that capacity, whether or not we have or would have had the power to indemnify them against the liability as provided in our memorandum and articles of association.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers or controlling persons pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable as a matter of law.

Shareholders’ Meetings and Consents

The following summarizes certain relevant provisions of British Virgin Islands law and our articles of association in relation to our shareholders’ meetings:

        the directors of the Company may convene meetings of shareholders at such times and in such manner and places within or outside the British Virgin Islands as the directors consider necessary or desirable; provided that at least one meeting of shareholders be held each year;

        upon the written request of shareholders entitled to exercise 5 (five) percent or more of the voting rights in respect of the matter for which the meeting is requested, the directors are required to convene a meeting of the shareholders. Any such request must state the proposed purpose of the meeting. If the directors do not convene a meeting within 21 (twenty one) days of receiving such request to call a meeting, any shareholder who signed the request may call the meeting;

        the directors convening a meeting must give notice not less than 21 (twenty one) days and not more than sixty days (sixty) before the date of the meeting of shareholders to: (i) those shareholders whose names on the date the notice is given appear as shareholders in the register of members of our company and are entitled to vote at the meeting, (ii) the other directors, and (iii) the auditor of the Company;

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        a meeting of shareholders held in contravention of the requirement to give notice is valid if shareholders holding all of the total voting rights on all the matters to be considered at the meeting have waived notice of the meeting and, for this purpose, the presence of a shareholder at the meeting shall constitute waiver in relation to all the shares that such shareholder holds;

        a shareholder may be represented at a meeting of shareholders by a proxy who may speak and vote on behalf of the shareholder;

        a meeting of shareholders is duly constituted if, at the commencement of the meeting, there are present in person or by proxy not less than two shareholders entitled to vote on resolutions of shareholders to be considered at the meeting;

        if within 30 (thirty) minutes from the time appointed for the meeting a quorum is not present, the meeting, if convened upon the requisition of shareholders, shall be dissolved; in any other case it shall be adjourned to the next business day in the jurisdiction in which the meeting was to have been held at the same time and place or to such other date, time and place as the directors may determine, and if at the adjourned meeting there are present within 15 (fifteen) minutes from the time appointed for the meeting in person or by proxy not less than one third of the votes of the shares or each class or series of shares entitled to vote on the matters to be considered by the meeting, those present shall constitute a quorum, but otherwise the meeting shall be dissolved. Notice of the adjourned meeting need not be given if the date, time and place of such meeting are announced at the meeting at which the adjournment is taken;

        a resolution of shareholders is valid (i) if approved at a duly convened and constituted meeting of shareholders by the affirmative vote of a majority of the votes of the shares entitled to vote thereon which were present at the meeting and were voted, or (ii) if it is a resolution consented to in writing by a majority of the votes of shares entitled to vote thereon; and

        an action that may be taken by the shareholders at a meeting may also be taken by a resolution of shareholders consented to in writing by a majority of the votes of shares entitled to vote thereon, without the need for any notice, but if any resolution of shareholders is adopted otherwise than by unanimous written consent of all shareholders, a copy of such resolution shall forthwith be sent to all shareholders not consenting to such resolution. The consent may be in the form of counterparts, each counterpart being signed by one or more shareholders. If the consent is in one or more counterparts, and the counterparts bear different dates, then the resolution shall take effect on the earliest date upon which shareholders holding a sufficient number of votes of common shares to constitute a resolution in writing have consented to the resolution by signed counterparts.

Holders whose common shares are registered in the name of DTC or its nominee, which we expect will be the case for the holders of common shares purchased in this offering, will not be a shareholder or member of the company and must rely on the procedures of DTC regarding notice of shareholders’ meetings and the exercise of rights of a holder of the common shares.

Compensation of Directors

The compensation of our directors is determined by our Board of Directors, and there is no requirement that a specified number or percentage of “independent” directors must approve any such determination.

Differences in Corporate Law

We were incorporated under, and are governed by, the laws of the British Virgin Islands. The corporate statutes of the State of Delaware and the British Virgin Islands in many respects are similar, and the flexibility available under British Virgin Islands law has enabled us to adopt a memorandum of association and articles of association that will provide shareholders with rights that, except as described in this prospectus, do not vary in any material respect from those they would enjoy if we were incorporated under the Delaware General Corporation Law, or Delaware corporate law. Set forth below is a summary of some of the differences between provisions of the BVI Act applicable to us and the laws applicable to companies incorporated in Delaware and their shareholders.

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Director’s Fiduciary Duties

Under Delaware corporate law, a director of a Delaware corporation has a fiduciary duty to the corporation and its shareholders. This duty has two components: the duty of care and the duty of loyalty. The duty of care requires that a director act in good faith, with the care that an ordinarily prudent person would exercise under similar circumstances. Under this duty, a director must inform himself of, and disclose to shareholders, all material information reasonably available regarding a significant transaction. The duty of loyalty requires that a director act in a manner he reasonably believes to be in the best interests of the corporation. He must not use his corporate position for personal gain or advantage. This duty prohibits self-dealing by a director and mandates that the best interest of the corporation and its shareholders take precedence over any interest possessed by a director, officer or controlling shareholder and not shared by the shareholders generally. In general, actions of a director are presumed to have been made on an informed basis, in good faith and in the honest belief that the action taken was in the best interests of the corporation. However, this presumption may be rebutted by evidence of a breach of one of the fiduciary duties. Should such evidence be presented concerning a transaction by a director, a director must prove the procedural fairness of the transaction, and that the transaction was of fair value to the corporation.

British Virgin Islands law provides that every director of a British Virgin Islands company, in exercising his powers or performing his duties, shall act honestly and in good faith and in what the director believes to be in the best interests of the company. Additionally, the director shall exercise the care, diligence, and skill that a reasonable director would exercise in the same circumstances, taking into account the nature of the company, the nature of the decision and the position of the director and his responsibilities. In addition, British Virgin Islands law provides that a director shall exercise his powers as a director for a proper purpose and shall not act, or agree to the company acting, in a manner that contravenes British Virgin Islands law or the memorandum association or articles of association of the company.

Amendment of Governing Documents

Under Delaware corporate law, with very limited exceptions, a vote of the shareholders is required to amend the certificate of incorporation. In addition, Delaware corporate law provides that shareholders have the right to amend the bylaws, and the certificate of incorporation also may confer on the directors the right to amend the bylaws. Our memorandum of association may only be amended by a special resolution of shareholders. Our articles of association may be amended by a resolution of directors with such amendment to be approved by the shareholders at the next meeting of the shareholders, save that no amendment may be made by resolution of directors to (a) restrict the rights or powers of the shareholders to amend the memorandum or articles, (b) to change the percentage of shareholders required to pass a special resolution of the shareholders or resolution of the shareholders to amend the memorandum or articles, (c) to increase or decrease the number of directors or the minimum or maximum number of directors, (d) to add, change or remove restriction on the issue, transfer or ownership of shares; (e) in circumstances where the memorandum or the articles cannot be amended by the shareholders.

Written Consent of Directors

Under Delaware corporate law, directors may act by written consent only on the basis of a unanimous vote. Similarly, under our articles of association, a resolution of our directors in writing shall be valid only if consented to by all directors or by all members of a committee of directors, as the case may be.

Written Consent of Shareholders

Under Delaware corporate law, unless otherwise provided in the certificate of incorporation, any action to be taken at any annual or special meeting of shareholders of a corporation may be taken by written consent of the holders of outstanding stock having not less than the minimum number of votes that would be necessary to take that action at a meeting at which all shareholders entitled to vote were present and voted. As permitted by British Virgin Islands law, shareholders’ consents need only a majority of shareholders signing to take effect. Our memorandum and articles of association provide that shareholders may approve corporate matters by way of a resolution consented to at a meeting of shareholders or in writing by a majority of shareholders entitled to vote thereon. Certain matters can only be approved by a special resolution of the shareholders which requires the affirmative vote of at least two-thirds of the votes cast by the shareholders who (being entitled to vote) voted in respect of that resolution; or a resolution consented to in writing by all the shareholders entitled to vote on such a resolution.

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Shareholder Proposals

Under Delaware corporate law, a shareholder has the right to put any proposal before the annual meeting of shareholders, provided it complies with the notice provisions in the governing documents. A special meeting may be called by the board of directors or any other person authorized to do so in the governing documents, but shareholders may be precluded from calling special meetings. British Virgin Islands law and our memorandum and articles of association provide that our directors shall call a meeting of the shareholders if requested in writing to do so by shareholders entitled to exercise at least 5% of the voting rights in respect of the matter for which the meeting is requested. Any such request must state the proposed purpose of the meeting.

Sale of Assets

Under Delaware corporate law, a vote of the shareholders is required to approve the sale of assets only when all or substantially all assets are being sold. In the British Virgin Islands, under section 175 of the BVI Act, shareholder approval is required when more than 50% of the Company’s total assets by value are being disposed of or sold if not made in the usual or regular course of the business carried out by the company. Section 175 of the BVI Act has been disapplied under our memorandum and articles of association therefore there is no statutory requirement for shareholder approval. The directors may by resolution of directors determine that any sale, transfer, lease, exchange or other disposition is in the usual or regular course of the business carried on by us but such determination is not automatically conclusive.

Dissolution; Winding Up

Under Delaware corporate law, unless the board of directors approves the proposal to dissolve, dissolution must be approved in writing by shareholders holding 100% of the total voting power of the corporation. Only if the dissolution is initiated by the board of directors may it be approved by a simple majority of the corporation’s outstanding shares. Delaware corporate law allows a Delaware corporation to include in its certificate of incorporation a supermajority voting requirement in connection with dissolutions initiated by the board. As permitted by British Virgin Islands law and our memorandum and articles of association, we may be voluntarily liquidated under Part XII of the BVI Act by resolution of directors and resolution of shareholders if the Company’s assets equal or exceed its liabilities and we are able to pay our debts as they fall due.

Redemption of Shares

Under Delaware corporate law, any stock may be made subject to redemption by the corporation at its option, at the option of the holders of that stock or upon the happening of a specified event, provided shares with full voting power remain outstanding. The stock may be made redeemable for cash, property or rights, as specified in the certificate of incorporation or in the resolution of the board of directors providing for the issue of the stock. As permitted by British Virgin Islands law and our memorandum and articles of association, shares may be repurchased, redeemed or otherwise acquired by us. However, the consent of the shareholder whose shares are to be repurchased, redeemed or otherwise acquired must be obtained, except as described under “— Compulsory Acquisition” below. Moreover, our directors must determine that immediately following the redemption or repurchase we will be able to pay our debts as they become due and that the value of our assets will exceed our liabilities.

Compulsory Acquisition

Under Delaware General Corporation Law § 253, in a process known as a “short form” merger, a corporation that owns at least 90% of the outstanding shares of each class of stock of another corporation may either merge the other corporation into itself and assume all of its obligations or merge itself into the other corporation by executing, acknowledging and filing with the Delaware Secretary of State a certificate of such ownership and merger setting forth a copy of the resolution of its board of directors authorizing such merger. If the parent corporation is a Delaware corporation that is not the surviving corporation, the merger also must be approved by a majority of the outstanding stock of the parent corporation. If the parent corporation does not own all of the stock of the subsidiary corporation immediately prior to the merger, the minority shareholders of the subsidiary corporation party to the merger may have appraisal rights as set forth in § 262 of the Delaware General Corporation Law.

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Under section 176 of the BVI Act, subject to any limitations in a Company’s memorandum or articles, members holding 90% of the votes of the outstanding shares entitled to vote, and members holding 90% of the votes of the outstanding shares of each class of shares entitled to vote, may give a written instruction to the company directing the company to redeem the shares held by the remaining members. Upon receipt of such written instruction, the company shall redeem the shares specified in the written instruction, irrespective of whether or not the shares are by their terms redeemable. The company shall give written notice to each member whose shares are to be redeemed stating the redemption price and the manner in which the redemption is to be effected. A member whose shares are to be so redeemed is entitled to dissent from such redemption, and to be paid the fair value of his shares, as described under “— Shareholders’ Rights under British Virgin Islands Law Generally” below.

Variation of Rights of Shares

Under Delaware corporate law, a corporation may vary the rights of a class of shares with the approval of a majority of the outstanding shares of that class, unless the certificate of incorporation provides otherwise. As permitted by British Virgin Islands law and our memorandum of association, we may vary the rights attached to any class of shares only with the consent in writing of holders of not less than 50% of the issued shares of that class and of holders of not less than 50% of the issued shares of any other class which may be adversely affected by such variation.

Removal of Directors

Under Delaware corporate law, a director of a corporation with a classified board may be removed only for cause with the approval of a majority of the outstanding shares entitled to vote, unless the certificate of incorporation provides otherwise. Our memorandum and articles of association provide that directors may be removed at any time, with or without cause, by a resolution of shareholders or a resolution of directors.

Mergers

Under Delaware corporate law, one or more constituent corporations may merge into and become part of another constituent corporation in a process known as a merger. A Delaware corporation may merge with a foreign corporation as long as the law of the foreign jurisdiction permits such a merger. To effect a merger under Delaware General Corporation Law § 251, an agreement of merger must be properly adopted and the agreement of merger or a certificate of merger must be filed with the Delaware Secretary of State. In order to be properly adopted, the agreement of merger must be adopted by the board of directors of each constituent corporation by a resolution or unanimous written consent. In addition, the agreement of merger generally must be approved at a meeting of stockholders of each constituent corporation by a majority of the outstanding stock of the corporation entitled to vote, unless the certificate of incorporation provides for a supermajority vote. In general, the surviving corporation assumes all of the assets and liabilities of the disappearing corporation or corporations as a result of the merger.

Under the BVI Act, two or more BVI companies may merge or consolidate in accordance with the statutory provisions. A merger means the merging of two or more constituent companies into one of the constituent companies, and a consolidation means the uniting of two or more constituent companies into a new company. In order to merge or consolidate, the directors of each constituent BVI company must approve a written plan of merger or consolidation which must be authorized by a resolution of shareholders. One or more BVI companies may also merge or consolidate with one or more companies incorporated under the laws of jurisdictions outside the BVI, if the merger or consolidation is permitted by the laws of the jurisdictions in which the companies incorporated outside the BVI are incorporated. In respect of such a merger or consolidation a BVI company is required to comply with the provisions of the BVI Act, and a company incorporated outside the BVI is required to comply with the laws of its jurisdiction of incorporation.

Shareholders of BVI companies not otherwise entitled to vote on the merger or consolidation may still acquire the right to vote if the plan of merger or consolidation contains any provision which, if proposed as an amendment to the memorandum of association or articles of association, would entitle them to vote as a class or series on the proposed amendment. In any event, all shareholders must be given a copy of the plan of merger or consolidation irrespective of whether they are entitled to vote at the meeting or consent to the written resolution to approve the plan of merger or consolidation.

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Inspection of Books and Records

Under Delaware corporate law, any shareholder of a corporation may for any proper purpose inspect or make copies of the corporation’s stock ledger, list of shareholders and other books and records. Under British Virgin Islands law, members of the general public, on payment of a nominal fee, can obtain copies of the public records of a company available at the office of the British Virgin Islands Registrar of Corporate Affairs which will include the company’s certificate of incorporation, its memorandum and articles of association (with any amendments), a list of the names of the company’s directors and records of license fees paid to date, and will also disclose any articles of dissolution, articles of merger and a register of registered charges if such a register has been filed in respect of the company.

A member of a company is entitled, on giving written notice to the company, to inspect:

        the memorandum and articles;

        the register of members;

        the register of directors; and

        the minutes of meetings and resolutions of members and of those classes of members of which he is a member; and to make copies of or take extracts from the documents and records referred to in (a) to (d) above. Subject to the memorandum and articles, the directors may, if they are satisfied that it would be contrary to the company’s interests to allow a member to inspect any document, or part of a document, specified in (b), (c) or (d) above, refuse to permit the member to inspect the document or limit the inspection of the document, including limiting the making of copies or the taking of extracts from the records.

Where a company fails or refuses to permit a member to inspect a document or permits a member to inspect a document subject to limitations, that member may apply to the court for an order that he should be permitted to inspect the document or to inspect the document without limitation.

A company is required to keep at the office of its registered agent the memorandum and articles of the company; the register of members maintained or a copy of the register of members; the register of directors or a copy of the register of directors; and copies of all notices and other documents filed by the company in the previous ten years.

Where a company keeps a copy of the register of members or the register of directors at the office of its registered agent, it is required to notify any changes to the originals of such registers to the registered agent, in writing, within 15 days of any change; and to provide the registered agent with a written record of the physical address of the place or places at which the original register of members or the original register of directors is kept. Where the place at which the original register of members or the original register of directors is changed, the company is required to provide the registered agent with the physical address of the new location of the records within fourteen days of the change of location.

A company is also required to keep at the office of its registered agent or at such other place or places, within or outside the British Virgin Islands, as the directors determine, the minutes of meetings and resolutions of members and of classes of members; and the minutes of meetings and resolutions of directors and committees of directors. If such records are kept at a place other than at the office of the company’s registered agent, the company is required to provide the registered agent with a written record of the physical address of the place or places at which the records are kept and to notify the registered agent, within 14 days, of the physical address of any new location where such records may be kept.

A company is further required to:

        keep at the office of its registered agent or at such other place or places, within or outside the British Virgin Islands, as the directors may determine, the records and underlying documentation of the company;

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        retain the records and underlying documentation for a period of at least five years from the date: (i) of completion of the transaction to which the records and underlying documentation relate; or (ii) the company terminates the business relationship to which the records and underlying documentation relate; and

        provide its registered agent without delay any records and underlying documentation in respect of the company that the registered agent requests pursuant to the entitlement of the company’s registered agent to make such a request where the registered agent is required to do so by the British Virgin Islands Financial Services Commission or any other competent authority in the British Virgin Islands acting pursuant to the exercise of a power under an enactment.

The records and underlying documentation of the company are required to be in such form as:

        are sufficient to show and explain the company’s transactions; and

        will, at any time, enable the financial position of the company to be determined with reasonable accuracy.

Where the records and underlying documentation of a company are kept at a place or places other than at the office of the company’s registered agent, the company is required to provide the registered agent with a written:

        record of the physical address of the place at which the records and underlying documentation are kept; and

        record of the name of the person who maintains and controls the company’s records and underlying documentation.

Where the place or places at which the records and underlying documentation of the company, or the name of the person who maintains and controls the company’s records and underlying documentation, change, the company must within 14 days of the change, provide:

        its registered agent with the physical address of the new location of the records and underlying documentation; or

        the name of the new person who maintains and controls the company’s records and underlying documentation.

For the foregoing purposes:

        “business relationship” means a continuing arrangement between a company and one or more persons with whom the company engages in business, whether on a one-off, regular or habitual basis; and

        “records and underlying documentation” includes accounts and records (such as invoices, contracts and similar documents) in relation to: (i) all sums of money received and expended by the company and the matters in respect of which the receipt and expenditure takes place; (ii) all sales and purchases of goods by the company; and (iii) the assets and liabilities of the company.

Conflict of Interest

Under Delaware corporate law, a contract between a corporation and a director or officer, or between a corporation and any other organization in which a director or officer has a financial interest, is not void as long as the material facts as to the director’s or officer’s relationship or interest are disclosed or known and either a majority of the disinterested directors authorizes the contract in good faith or the shareholders vote in good faith to approve the contract. Nor will any such contract be void if it is fair to the corporation when it is authorized, approved or ratified by the board of directors, a committee or the shareholders.

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The BVI Act provides that a director shall, forthwith after becoming aware that he is interested in a transaction entered into or to be entered into by the company, disclose that interest to the board of directors of the company. The failure of a director to disclose that interest does not affect the validity of a transaction entered into by the director or the company, so long as the director’s interest was disclosed to the board prior to the Company’s entry into the transaction or was not required to be disclosed because the transaction is between the company and the director himself and is otherwise in the ordinary course of business and on usual terms and conditions. As permitted by British Virgin Islands law and our memorandum and articles of association, a director interested in a particular transaction may vote on it, attend meetings at which it is considered and sign documents on our behalf which relate to the transaction, provided that the disinterested directors consent.

Transactions with Interested Shareholders

Delaware corporate law contains a business combination statute applicable to Delaware public corporations whereby, unless the corporation has specifically elected not to be governed by that statute by amendment to its certificate of incorporation, it is prohibited from engaging in certain business combinations with an “interested shareholder” for three years following the date that the person becomes an interested shareholder. An interested shareholder generally is a person or group that owns or owned 15% or more of the target’s outstanding voting stock within the past three years. This has the effect of limiting the ability of a potential acquirer to make a two-tiered bid for the target in which all shareholders would not be treated equally. The statute does not apply if, among other things, prior to the date on which the shareholder becomes an interested shareholder, the board of directors approves either the business combination or the transaction that resulted in the person becoming an interested shareholder. This encourages any potential acquirer of a Delaware public corporation to negotiate the terms of any acquisition transaction with the target’s board of directors.

British Virgin Islands law has no comparable provision. As a result, we cannot avail ourselves of the types of protections afforded by the Delaware business combination statute. However, although British Virgin Islands law does not regulate transactions between a company and its significant shareholders, it does provide that these transactions must be entered into bona fide in the best interests of the company and not with the effect of constituting a fraud on the minority shareholders.

Independent Directors

There are no provisions under Delaware corporate law or under the BVI Act that require a majority of our directors to be independent.

Cumulative Voting

Under Delaware corporate law, cumulative voting for elections of directors is not permitted unless the Company’s certificate of incorporation specifically provides for it. Cumulative voting potentially facilitates the representation of minority shareholders on a board of directors since it permits the minority shareholder to cast all the votes to which the shareholder is entitled on a single director, which increases the shareholder’s voting power with respect to electing such director. There are no prohibitions to cumulative voting under the laws of the British Virgin Islands, but our memorandum of association and articles of association do not provide for cumulative voting.

Shareholders’ Rights under British Virgin Islands Law Generally

The BVI Act provides for remedies which may be available to shareholders. Where a company incorporated under the BVI Act or any of its directors engages in, or proposes to engage in, conduct that contravenes the BVI Act or the Company’s memorandum and articles of association, the BVI courts can issue a restraining or compliance order. Shareholders cannot also bring derivative, personal and representative actions under certain circumstances. The traditional English basis for members’ remedies has also been incorporated into the BVI Act: where a shareholder of a company considers that the affairs of the company have been, are being or are likely to be conducted in a manner likely to be oppressive, unfairly discriminatory or unfairly prejudicial to him, he may apply to the court for an order based on such conduct.

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Any shareholder of a company may apply to court for the appointment of a liquidator of the company and the court may appoint a liquidator of the company if it is of the opinion that it is just and equitable to do so.

The BVI Act provides that any shareholder of a company is entitled to payment of the fair value of his shares upon dissenting from any of the following: (a) a merger, if the company is a constituent company, unless the company is the surviving company and the member continues to hold the same or similar shares; (b) a consolidation, if the company is a constituent company; (c) any sale, transfer, lease, exchange or other disposition of more than 50% in value of the assets or business of the company if not made in the usual or regular course of the business carried on by the company but not including (i) a disposition pursuant to an order of the court having jurisdiction in the matter, (ii) a disposition for money on terms requiring all or substantially all net proceeds to be distributed to the shareholders in accordance with their respective interest within one year after the date of disposition, or (iii) a transfer pursuant to the power of the directors to transfer assets for the protection thereof; (d) a redemption of 10% or fewer of the issued shares of the company required by the holders of 90% or more of the shares of the company pursuant to the terms of the BVI Act; and (e) an arrangement, if permitted by the court.

Generally any other claims against a company by its shareholders must be based on the general laws of contract or tort applicable in the British Virgin Islands or their individual rights as shareholders as established by the Company’s memorandum and articles of association.

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Common Shares Eligible for Future Sale

Future sales of substantial amounts of common shares, including shares issued upon the exercise of outstanding options, in the public market after this offering, or the possibility of these sales occurring, could adversely affect the prevailing market price for our common shares or impair our ability to raise equity capital.

Upon the completion of this offering, we will have an aggregate of            common shares outstanding. Of these shares, the common shares sold in this offering by us or the selling shareholders will be freely tradable without restriction or further registration under the Securities Act, unless purchased by “affiliates” as that term is defined under Rule 144 of the Securities Act, who may sell only the volume of shares described below and whose sales would be subject to additional restrictions described below. The remaining common shares, representing            % of our issued and outstanding shares will be held by our existing shareholders. These shares will be “restricted securities” as that phrase is defined in Rule 144 under the Securities Act. Subject to certain contractual restrictions, including the lock-up agreements described below, holders of restricted shares will be entitled to sell those shares in the public market pursuant to an effective registration statement under the Securities Act or if they qualify for an exemption from registration under Rule 144. Sales of these shares in the public market after the restrictions under the lock-up agreements lapse, or the perception that those sales may occur, could cause the prevailing market price to decrease or to be lower than it might be in the absence of those sales or perceptions. As a result of the lock-up agreements described below, and the provisions of Rules 144 and 701 under the Securities Act, the restricted securities will be available for sale in the public market.

Sales of these shares in the public market after the restrictions under the lock-up agreements lapse, or the perception that those sales may occur, could cause the prevailing market price to decrease or to be lower than it might be in the absence of those sales or perceptions.

Lock-up Agreements

We, our directors, executive officers and certain existing shareholders, have agreed, subject to certain exceptions, not to sell or transfer, directly or indirectly, any common shares or securities convertible into, exchangeable for, exercisable for, or repayable with common shares, for            days after the date of this prospectus without first obtaining the written consent of BofA Securities, Inc. and Goldman Sachs & Co. LLC. See “Underwriting.”

Eligibility of restricted shares for sale in the public market

The common shares that are not being sold in this offering, but which will be outstanding at the time this offering is complete, will be eligible for sale into the public market, under the provisions of Rule 144 commencing after the expiration of the restrictions under the lock-up agreements, subject to volume restrictions discussed below under “— Rule 144.”

Rule 144

In general, under Rule 144 under the Securities Act, a person (or persons whose shares are aggregated) who is not deemed to have been an affiliate of ours at any time during the three months preceding a sale, and who has beneficially owned restricted securities within the meaning of Rule 144 for at least six months (including any period of consecutive ownership of preceding non-affiliated holders) would be entitled to sell those shares, subject only to the availability of current public information about us. A non-affiliated person who has beneficially owned restricted securities within the meaning of Rule 144 for at least one year would be entitled to sell those shares without regard to the provisions of Rule 144.

A person (or persons whose shares are aggregated) who is deemed to be an affiliate of ours and who has beneficially owned restricted securities within the meaning of Rule 144 for at least six months would be entitled to sell within any three-month period a number of shares that does not exceed the greater of one percent of the then issued and outstanding shares of our common shares or the average weekly trading volume of our common shares during the four calendar weeks preceding such sale. Such sales are also subject to certain manner of sale provisions, notice requirements and the availability of current public information about us.

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Taxation

British Virgin Islands Tax Considerations

The following summary contains a general description of certain British Virgin Islands tax consequences of the acquisition, ownership and disposition of common shares, but it does not purport to be a comprehensive description of all the tax considerations that may be relevant to a decision to hold common shares. The general summary is based upon the tax laws of the British Virgin Islands and regulations thereunder as of the date hereof, which are subject to change.

We are not liable to pay any form of corporate taxation in the BVI and all dividends, interests, rents, royalties, compensations and other amounts paid by us to persons who are not persons resident in the BVI or providing services in the BVI are exempt from all forms of taxation in the BVI and any capital gains realized with respect to any shares, debt obligations, or other securities of ours by persons who are not persons resident in the BVI are exempt from all forms of taxation in the BVI.

No estate, inheritance, succession or gift tax, rate, duty, levy or other charge is payable by persons who are not persons resident in the BVI with respect to any shares, debt obligation or other securities of ours.

Subject to the payment of stamp duty on the acquisition or certain leasing of property in the BVI by us (and in respect of certain transactions in respect of the shares, debt obligations or other securities of BVI incorporated companies owning land in the BVI), all instruments relating to transfers of property to or by us and all instruments relating to transactions in respect of the shares, debt obligations or other securities of ours and all instruments relating to other transactions relating to our business are exempt from payment of stamp duty in the BVI.

There are currently no withholding taxes or exchange control regulations in the BVI applicable to us or our shareholders who are not providing services in the BVI.

The BVI has signed an inter-governmental agreement to improve international tax compliance and the exchange of information with the United States (the “U.S. IGA”). The BVI has also signed, along with over 100 other countries, a multilateral competent authority agreement to implement the Organization for Economic Co-Operation and Development (OECD) Standard for Automatic Exchange of Financial Account Information — Common Reporting Standard (the “CRS” and together with the U.S. IGA, “AEOI”).

Amendments have been made to the Mutual Legal Assistance (Tax Matters) Act 2003 and orders have been made pursuant to this statute (the “BVI Legislation”) to give effect to the terms of the U.S. IGA under BVI law. Guidance notes were published by the government of the BVI in March 2015 to provide practical assistance to entities and others affected by the U.S. IGA and the BVI Legislation (the “FATCA Guidance Notes”). Further amendments have been made to the BVI Legislation to give effect to the terms of the CRS, which took effect on January 1, 2016. The implementing legislation makes it clear that the CRS commentary published by the OECD is an integral part of the CRS and applies for the purposes of the automatic exchange of financial account information. Additional guidance was issued by the BVI International Tax Authority (the “ITA”) in October 2016 (and most recently updated by the ITA in August 2022) to aid with compliance with the BVI legislation relating to CRS (the “CRS Guidance Notes”).

All BVI “Financial Institutions” are required to comply with the registration, due diligence and reporting requirements of the BVI Legislation, except to the extent that they can rely on an exemption that allows them to become a “Non-Reporting Financial Institution” (as defined in the relevant BVI Legislation) with respect to one or more of the AEOI regimes.

We do not believe we are classified as a “Foreign Financial Institution” or “Financial Institution” within the meaning of AEOI and the BVI Legislation. However, if we were to determine that our classification has changed, we may request additional information from any shareholder and its beneficial owners to identify whether shares in the Company are held directly or indirectly by “Reportable Persons” (as defined by AEOI). Information in respect of Reportable Persons would be disclosed to the ITA of the BVI. The ITA in turn is required under AEOI and the BVI Legislation to disclose information in respect of Reportable Persons to the foreign fiscal authorities relevant to such Reportable Persons.

There is no income tax treaty currently in effect between the United States and the BVI.

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Material U.S. Federal Income Tax Considerations for U.S. Holders

The following summary describes the material U.S. federal income tax consequences of the ownership and disposition of our common shares, but it does not purport to be a comprehensive description of all of the tax considerations that may be relevant to a particular person’s decision to acquire such securities.

This summary applies only to U.S. Holders (as defined below) that acquire our common shares in this offering as capital assets for U.S. federal income tax purposes. This section does not include a description of the state, local or non-U.S. tax consequences that may be relevant to U.S. Holders, nor does it address U.S. federal tax consequences (such as gift and estate taxes) other than income taxes. In addition, it does not describe all of the tax consequences that may be relevant in light of a U.S. Holder’s particular circumstances, including alternative minimum tax consequences, the potential application of the provisions of the Internal Revenue Code of 1986, as amended (the “U.S. Tax Code”) known as the Medicare contribution tax, and tax consequences applicable to U.S. Holders subject to special rules, such as:

        certain financial institutions;

        insurance companies;

        real estate investment trusts or regulated investment companies;

        dealers or traders in securities that use a mark-to-market method of tax accounting;

        persons holding common shares as part of a straddle, wash sale, conversion transaction or other integrated transaction or persons entering into a constructive sale with respect to the common shares;

        persons that acquired our common shares pursuant to an exercise of employee share options, in connection with employee share incentive plans or otherwise as compensation or in connection with services;

        persons whose functional currency for U.S. federal income tax purposes is not the U.S. dollar;

        tax-exempt entities, including an “individual retirement account” or “Roth IRA;”

        persons that own or are deemed to own ten percent or more of our common shares, by vote or value;

        persons who are former long-term residents of the United States or U.S. expatriates;

        persons holding our common shares in connection with a trade or business conducted outside of the United States; or

        partnerships or other entities or arrangements treated as partnerships for U.S. federal income tax purposes.

If an entity or arrangement that is classified as a partnership for U.S. federal income tax purposes holds our common shares, the U.S. federal income tax treatment of a partner will generally depend on the status of the partner and the activities of the partnership. Partnerships holding our common shares and partners in such partnerships should consult their tax advisers as to the particular U.S. federal income tax consequences of owning and disposing of our common shares.

This discussion is based on the U.S. Tax Code, administrative pronouncements, judicial decisions, final, temporary and proposed Treasury regulations, all as of the date hereof, any of which is subject to change or differing interpretations, possibly with retroactive effect.

A “U.S. Holder” is a holder who, for U.S. federal income tax purposes, is a beneficial owner of our common shares and is:

        an individual that is a citizen or resident of the United States;

        a corporation, or other entity taxable as a corporation, created or organized in or under the laws of the United States, any state therein or the District of Columbia; or

        an estate or trust the income of which is subject to U.S. federal income taxation regardless of its source.

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U.S. Holders should consult their tax advisers concerning the U.S. federal, state, local and non-U.S. tax consequences of owning and disposing of our common shares in their particular circumstances.

Taxation of Distributions

Subject to the discussion below under “— Passive Foreign Investment Company Rules,” distributions paid on our common shares, other than certain pro rata distributions of common shares, will be treated as dividends to the extent paid out of our current or accumulated earnings and profits (as determined under U.S. federal income tax principles). To the extent amount of the distribution exceeds our current or accumulated earnings and profits (as determined under U.S. federal income tax principles), such excess amount will be treated first as a tax-free return of a U.S. Holder’s tax basis in our common shares, and then, to the extent such excess amount exceeds such U.S. Holder’s tax basis in our common shares, as long-term or short-term capital gain, depending upon whether the U.S. Holder held our common shares for more than one year as of the time such distribution is actually or constructively received. Because we do not maintain calculations of our earnings and profits under U.S. federal income tax principles, we expect that distributions generally will be reported to U.S. Holders as dividends. Subject to applicable limitations, dividends paid to certain non-corporate U.S. Holders are expected to be eligible for taxation as “qualified dividend income” and therefore taxable at rates applicable to long-term capital gains so long as our common shares are listed and trade on Nasdaq or are readily tradable on another established securities market in the United States. U.S. Holders should consult their tax advisers regarding the availability of the reduced tax rate on dividends in their particular circumstances.

The amount of the dividend will generally be treated as foreign-source dividend income to U.S. Holders and will not be eligible for the dividends-received deduction generally available to U.S. corporations under the U.S. Tax Code. Dividends will be included in a U.S. Holder’s income on the date of the U.S. Holder’s actual or constructive receipt of the dividend.

Sale or Other Disposition of Common Shares

Subject to the discussion below under “— Passive Foreign Investment Company Rules,” for U.S. federal income tax purposes, gain or loss realized on the sale or other disposition of our common shares will be capital gain or loss, and will be long-term capital gain or loss if the U.S. Holder held our common shares for more than one year. The amount of the gain or loss will equal the difference between the U.S. Holder’s tax basis in our common shares disposed of and the amount realized on the disposition, in each case as determined in U.S. dollars. This gain or loss will generally be U.S.-source gain or loss for foreign tax credit purposes. The deductibility of capital losses is subject to various limitations.

Passive Foreign Investment Company Rules

A non-U.S. corporation will be a passive foreign investment company (“PFIC”) for any taxable year in which, after the application of certain look-through rules with respect to its subsidiaries, either (i) 50% or more of the value of its assets (generally determined on the basis of a quarterly average) consists of assets that produce, or are held for the production of, passive income, or (ii) 75% or more of its gross income consists of passive income. For this purpose, subject to certain exceptions, passive income generally includes dividends, interest, certain royalties and rents, and gains from the disposition of passive assets. Cash and cash equivalents are passive assets. A non-U.S. corporation will be treated as owning its proportionate share of the assets and earning its proportionate share of the income of any other corporation in which it owns, directly or indirectly, more than 25% (by value) of the stock.

Based on the expected market price of our common shares following this offering, the manner in which we currently conduct our business, and the composition of our income and assets, including goodwill, we do not expect to be a PFIC for our current taxable year or in the foreseeable future. However, because PFIC status for any taxable year is an annual determination that can be made only after the end of the year and will depend on the composition of our income and assets and the value of our assets from time to time (including the value of its goodwill, which may be determined in large part by reference to the market price of our common shares from time to time, which could be volatile), there can be no assurance that we will not be a PFIC for the current or any future taxable year, and our U.S. counsel expresses no opinion with respect to our PFIC status, or with respect to our expectations regarding our PFIC status in the current or any future taxable year. If we were a PFIC for any year during which a U.S. Holder

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holds our common shares, we generally would continue to be treated as a PFIC with respect to that U.S. Holder for all succeeding years during which the U.S. Holder holds our common shares, even if we ceased to meet the threshold requirements for PFIC status.

If we are a PFIC for any taxable year and any corporate non-U.S. entity in which we own or are deemed to own equity interests is also a PFIC (a “Lower-tier PFIC”), a U.S. Holder will be deemed to own a proportionate amount (by value) of the shares of each Lower-tier PFIC and will be subject to U.S. federal income tax according to the rules described in the next paragraph on (i) certain distributions by the Lower-tier PFIC and (ii) dispositions of shares of the Lower-tier PFIC, in each case as if the U.S. Holder held such shares directly, even though such U.S. Holder will not receive any proceeds of those distributions or dispositions. In addition, any mark-to-market election (as described below) made for our common shares will not apply to shares of the Lower-tier PFIC. U.S. Holders should consult their tax advisers regarding the application of the PFIC rules to our non-U.S. subsidiaries.

If we were a PFIC for any taxable year during which a U.S. Holder held our common shares (assuming such U.S. Holder has not made a timely mark-to-market or QEF election described below), gain recognized by a U.S. Holder on a sale or other disposition (including certain pledges) of the common shares would be allocated ratably over the U.S. Holder’s holding period for the common shares. The amounts allocated to the taxable year of the sale or other disposition and to any year before we became a PFIC would be taxed as ordinary income. The amount allocated to each other taxable year would be subject to tax at the highest rate in effect for individuals or corporations, as appropriate, for that taxable year, and an interest charge would be imposed on the tax on such amount. Further, to the extent that any distribution received by a U.S. Holder on its common shares exceeds 125% of the average of the annual distributions on such common shares received during the preceding three years or the U.S. Holder’s holding period, whichever is shorter, that distribution would be subject to taxation in the same manner as gain.

A U.S. Holder can avoid certain of the adverse rules described above by making a mark-to-market election with respect to its common shares, provided that the common shares are “marketable.” Our common shares will be marketable if they are “regularly traded” on a “qualified exchange” or other market within the meaning of applicable Treasury regulations. Nasdaq, on which our common shares are listed, is a qualified exchange for this purpose.

If a U.S. Holder makes the mark-to-market election, it generally will recognize as ordinary income any excess of the fair market value of the common shares at the end of each taxable year over their adjusted tax basis, and will recognize an ordinary loss in respect of any excess of the adjusted tax basis of the common shares over their fair market value at the end of the taxable year (but only to the extent of the net amount of income previously included as a result of the mark-to-market election). If a U.S. Holder makes the election, the U.S. Holder’s tax basis in the common shares will be adjusted to reflect these income or loss amounts. Any gain recognized on the sale or other disposition of common shares in a year when the Company is a PFIC will be treated as ordinary income and any loss will be treated as an ordinary loss (but only to the extent of the net amount of income previously included as a result of the mark-to-market election), and any loss in excess of such prior inclusions generally would be treated as capital loss).

In addition, in order to avoid the application of the foregoing rules, a United States person that owns shares in a PFIC for U.S. federal income tax purposes may make a timely election to treat the PFIC as a qualified electing fund (“QEF Election”) if the PFIC provides the information necessary for such election to be made. If a United States person makes a QEF Election with respect to a PFIC, the United States person will be currently taxable on its pro rata share of the PFIC’s ordinary earnings and net capital gain (whether or not distributed, at ordinary income and capital gain rates, respectively) for each taxable year that the entity is classified as a PFIC and will not be required to include such amounts in income when actually distributed by the PFIC. U.S. Holders should be aware, however, that we do not intend to satisfy record-keeping and other requirements that would permit U.S. Holders to make QEF Elections if we were a PFIC.

In addition, if we were a PFIC or, with respect to a particular U.S. Holder, were treated as a PFIC for the taxable year in which we paid a dividend or for the prior taxable year, the preferential dividend rates discussed above with respect to dividends paid to certain non-corporate U.S. Holders would not apply.

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If a U.S. Holder owns common shares during any year in which we are a PFIC, the holder generally must file an annual report containing such information as the U.S. Treasury may require on Internal Revenue Service Form 8621 (or any successor form) with respect to us, generally with the holder’s federal income tax return for that year.

U.S. Holders should consult their tax advisers concerning our potential PFIC status and the potential application of the PFIC rules.

Information Reporting and Backup Withholding

Payments of dividends and sales proceeds that are made within the United States or through certain U.S.-related financial intermediaries generally are subject to information reporting, and may be subject to backup withholding, unless (i) the U.S. Holder is a corporation or other exempt recipient, and if required, demonstrates that fact, or (ii) in the case of backup withholding, the U.S. Holder provides a correct taxpayer identification number and certifies that it is not subject to backup withholding.

Backup withholding is not an additional tax. The amount of any backup withholding from a payment to a U.S. Holder will be allowed as a credit against such holder’s U.S. federal income tax liability and may entitle it to a refund, provided that the required information is timely furnished to the Internal Revenue Service. U.S. Holders should consult their tax advisers regarding the application of the U.S. information reporting and backup withholding rules.

Information with Respect to Foreign Financial Assets

Certain U.S. Holders who are individuals (and, under recent Treasury regulations, certain entities) may be required to report information on their U.S. federal income tax returns relating to an interest in our common shares, subject to certain exceptions (including an exception for common shares held in accounts maintained by certain U.S. financial institutions). U.S. Holders should consult their tax advisers regarding the effect, if any, of this requirement on their ownership and disposition of the common shares.

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Underwriting

We are offering the common shares described in this prospectus through a number of underwriters. BofA Securities, Inc., Goldman Sachs & Co. LLC, Banco BTG Pactual S.A.–Cayman Branch and Itau BBA USA Securities, Inc. are acting as representatives of the underwriters. We will enter into an underwriting agreement with the underwriters. Subject to the terms and conditions of the underwriting agreement, we will agree to sell to the underwriters and each underwriter will severally agree to purchase, at the public offering price less the underwriting discounts and commissions set forth on the cover page of this prospectus, the number of common shares listed next to its name in the following table:

Name

 

Number of
Common
Shares

BofA Securities, Inc.

   

Goldman Sachs & Co. LLC

   

Banco BTG Pactual S.A. – Cayman Branch

   

Itau BBA USA Securities, Inc.

   

Banco Bradesco BBI S.A.

   

National Bank of Canada Financial Inc.

   

RBC Capital Markets, LLC

   

Scotia Capital Inc.

 

 

Total

 

 

Banco BTG Pactual S.A. — Cayman Branch is not a broker-dealer registered with the SEC, and therefore may not make sales of any common shares in the United States or to U.S. persons except in compliance with applicable U.S. laws and regulations. To the extent Banco BTG Pactual S.A. — Cayman Branch intends to sell the common shares in the United States, it will do so only through BTG Pactual US Capital, LLC or one or more U.S. registered broker-dealers, or otherwise as permitted by applicable U.S. law.

Bradesco Securities, Inc. will act as agent of Banco Bradesco BBI S.A. for sales of our common shares in the United States. Banco Bradesco BBI S.A. is not a broker-dealer registered with the SEC, and therefore may not make any sales of our common shares in the United States to U.S. persons. Banco Bradesco BBI S.A. and Bradesco Securities, Inc. are affiliates of Banco Bradesco S.A.

Subject to the terms and conditions set forth in the underwriting agreement, the underwriters have agreed, severally and not jointly, to purchase all of the common shares sold under the underwriting agreement if any of these common shares are purchased. If an underwriter defaults, the underwriting agreement provides that the purchase commitments of the non-defaulting underwriters may be increased or the underwriting agreement may be terminated.

The underwriters propose to offer the common shares directly to the public at the public offering price set forth on the cover page of this prospectus and to certain dealers at that price less a concession not in excess of US$            per share. After the initial offering of the shares to the public, the offering price and other selling terms may be changed by the underwriters. Sales of shares made outside of the United States may be made by affiliates of the underwriters.

We and the selling shareholders have granted an option to the underwriters, exercisable for 30 days after the date of this prospectus, to purchase up to            additional shares at the public offering price, less the underwriting discount. If the underwriters exercise this option, each will be obligated, subject to conditions contained in the underwriting agreement, to purchase a number of additional shares proportionate to that underwriter’s initial amount reflected in the above table.

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The underwriting fee is equal to the public offering price per common shares less the amount paid by the underwriters to us per share of common shares. The underwriting fee is US$            per share. The following table shows the per share and total underwriting discounts and commissions to be paid to the underwriters assuming both no exercise and full exercise of the underwriters’ option to purchase additional common shares.

 

Without
option to
purchase
additional
common shares
exercise

 

With full
option to
purchase
additional
common shares
exercise

Per Share

 

US$

   

US$

 

Total

 

US$

   

US$

 

We estimate that the total expenses of this offering, including registration, filing and listing fees, printing fees, and legal and accounting expenses, but excluding the underwriting discounts and commissions, will be approximately US$            . We will agree to reimburse the underwriters for certain of their expenses in an amount up to US$            .

A prospectus in electronic format may be made available on the web sites maintained by one or more underwriters, or selling group members, if any, participating in this offering. The underwriters may agree to allocate a number of shares to underwriters and selling group members for sale to their online brokerage account holders. Internet distributions will be allocated by the representatives to underwriters and selling group members that may make Internet distributions on the same basis as other allocations.

We will agree that we will not (i) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise dispose of, directly or indirectly, or file with the SEC a registration statement under the Securities Act relating to, any shares of our common shares or securities convertible into or exchangeable or exercisable for any shares of our common shares, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing or (ii) enter into any swap or other arrangement that transfers all or a portion of the economic consequences associated with the ownership of any common shares or any such other securities (regardless of whether any of these transactions are to be settled by the delivery of common shares or such other securities, in cash or otherwise), in each case without the prior written consent of            for a period of            days after the date of this prospectus, other than the shares of our common shares to be sold hereunder and certain other exceptions.

Our directors, our executive officers and certain existing shareholders have entered or will enter into lock-up agreements with the underwriters prior to the commencement of this offering pursuant to which each of these persons or entities, with limited exceptions, for a period of            days after the date of this prospectus, may not, without the prior written consent of BofA Securities, Inc. and Goldman Sachs & Co. LLC and subject to certain other exceptions, directly or indirectly (i) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of our common shares or any securities convertible into or exercisable or exchangeable for our common shares (including, without limitation, common shares or such other securities which may be deemed to be beneficially owned by such directors, executive officers and shareholders in accordance with the rules and regulations of the SEC and securities which may be issued upon exercise of a share option or warrant); (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the common shares or such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of common shares or such other securities, in cash or otherwise; or (iii) make any demand for or exercise any right with respect to the registration of any shares of our common shares or any security convertible into or exercisable or exchangeable for our common shares.

We cannot assure you that the underwriters will not waive these lock-up obligations, in which case the common shares would become eligible for sale earlier.

We will agree to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act or to contribute to payments the underwriters may be required to make in respect of those liabilities.

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The underwriters and their respective affiliates are full-service financial institutions engaged in various activities, which may include sales and trading, commercial and investment banking, advisory, investment management, investment research, principal investment, hedging, market making, brokerage and other financial and non-financial activities and services. Certain of the underwriters and their respective affiliates have provided, and may in the future provide, a variety of these services to us and to persons and entities with relationships with us, for which they received or will receive customary fees and expenses.

In the ordinary course of their various business activities, the underwriters and their respective affiliates, officers, directors and employees may purchase, sell or hold a broad array of investments and actively traded securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments for their own account and for the accounts of their consumers or affiliates, and such investment and trading activities may involve or relate to assets, securities and/or instruments of ours (directly, as collateral securing other obligations or otherwise) and/or persons and entities with relationships with us. The underwriters and their respective affiliates may also communicate independent investment recommendations, market color or trading ideas and/or publish or express independent research views in respect of such assets, securities or instruments and may at any time hold, or recommend to clients that they should acquire, long and/or short positions in such assets, securities and instruments.

We have applied to have our common shares approved for listing/quotation on Nasdaq under the symbol “AUGO.”

In connection with this offering, the underwriters may engage in stabilizing transactions, which involves making bids for, purchasing, and selling common shares in the open market for the purpose of preventing or retarding a decline in the market price of the common shares while this offering is in progress. These stabilizing transactions may include making short sales of the common shares, which involves the sale by the underwriters of a greater number of common shares than they are required to purchase in this offering and purchasing common shares on the open market to cover positions created by short sales. Short sales may be “covered” shorts, which are short positions in an amount not greater than the underwriters’ option to purchase additional common shares referred to above, or may be “naked” shorts, which are short positions in excess of that amount. The underwriters may close out any covered short position either by exercising their option to purchase additional common shares, in whole or in part, or by purchasing shares in the open market. In making this determination, the underwriters will consider, among other things, the price of shares available for purchase in the open market compared to the price at which the underwriters may purchase shares through the option to purchase additional common shares. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the common shares in the open market that could adversely affect investors who purchase in this offering. To the extent that the underwriters create a naked short position, they will purchase shares in the open market to cover the position.

These activities may have the effect of raising or maintaining the market price of the common shares or preventing or retarding a decline in the market price of the common shares and, as a result, the price of the common shares may be higher than the price that otherwise might exist in the open market. If the underwriters commence these activities, they may discontinue them at any time. The underwriters may carry out these transactions on the Nasdaq, in the over-the-counter market or otherwise.

The public offering price will be determined by negotiations between us and the representatives of the underwriters by reference to the closing price of the common shares on the last TSX trading date prior to the pricing date. On            , 2025, the last reported sales price of our common shares on the TSX was C$            per common share (equivalent to approximately US$            per common share, based on the exchange rate of C$            per US$1.00 announced publicly by the Bank of Canada on such date). In determining the public offering price, we and the representatives of the underwriters expect to consider a number of factors including:

        the information set forth in this prospectus and otherwise available to the representatives;

        our prospects and the history and prospects for the industry in which we compete;

        an assessment of our management;

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        our prospects for future earnings;

        the general condition of the securities markets at the time of this offering;

        the recent market prices of and demand for, publicly traded common shares of generally comparable companies; and

        other factors deemed relevant by the underwriters and us.

Neither we nor the underwriters can assure investors that an active trading market will develop for our common shares, or that the shares will trade in the public market at or above the public offering price.

Other than in the United States, no action has been taken by us or the underwriters that would permit a public offering of the securities offered by this prospectus in any jurisdiction where action for that purpose is required. The securities offered by this prospectus may not be offered or sold, directly or indirectly, nor may this prospectus or any other offering material or advertisements in connection with the offer and sale of any such securities be distributed or published in any jurisdiction, except under circumstances that will result in compliance with the applicable rules and regulations of that jurisdiction. Persons into whose possession this prospectus comes are advised to inform themselves about and to observe any restrictions relating to this offering and the distribution of this prospectus. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities offered by this prospectus in any jurisdiction in which such an offer or a solicitation is unlawful.

Notice to Prospective Investors in Canada

The common shares offered hereby have not been and will not be qualified for distribution to the public under applicable securities laws of any Canadian jurisdiction. Accordingly, the common shares may not be offered, sold, or distributed, directly or indirectly, in Canada except pursuant to an exemption from the prospectus requirement under such laws. Any such offering, sale or distribution will be made pursuant to a separate Canadian offering memorandum of which this document will form a part.

Notice to Prospective Investors in the European Economic Area

In relation to each Member State of the European Economic Area (each a “Relevant State”), no common shares have been offered or will be offered pursuant to the Offering to the public in that Relevant State except that the common shares may be offered to the public in that Relevant State at any time:

(a)     to any legal entity which is a qualified investor” as defined under Article 2 of the Prospectus Regulation;

(b)    to fewer than 150 natural or legal persons (other than qualified investors as defined under Article 2 of the Prospectus Regulation), subject to obtaining the prior consent of the underwriters for any such offer; or

(c)     in any other circumstances falling within Article 1 (4) of the Prospectus Regulation;

provided that no such offer of common shares shall require us or any of the representatives to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the Prospectus Regulation and each person who initially acquires any common shares or to whom any offer is made will be deemed to have represented, acknowledged and agreed to with each of the underwriters and us that it is a “qualified investor” within the meaning of Article 2(e) of the Prospectus Regulation. In the case of any common share being offered to a financial intermediary as that term is used in the Prospectus Regulation, each such financial intermediary will be deemed to have represented, acknowledged and agreed that the common shares acquired by it in the offer have not been acquired on a non-discretionary basis on behalf of, nor have they been acquired with a view to their offer or resale to, persons in circumstances which may give rise to an offer of any ordinary share to the public other than their offer or resale in a Relevant State to qualified investors as so defined or in circumstances in which the prior consent of the underwriters have been obtained to each such proposed offer or resale.

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For the purposes of this provision, the expression “offer to the public” in relation to common shares in any Relevant State means the communication in any form and by any means of sufficient information on the terms of the offer and any common shares to be offered so as to enable an investor to decide to purchase or subscribe for any common shares, and the expression “Prospectus Regulation” means Regulation (EU) 2017/1129, as amended, and includes any relevant implementing measure in Relevant State.

Notice to Prospective Investors in the United Kingdom

In addition, in the United Kingdom, this document is being distributed only to and is directed only at and any offer subsequently made may only be directed at persons who are “qualified investors” (as defined in the Prospectus Directive) (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended, or the Order, or (ii) who are high net worth companies (or persons to whom it may otherwise be lawfully communicated) falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as relevant persons).

Any person in the United Kingdom that is not a relevant person should not act or rely on the information included in this document or use it as a basis for taking any action. In the United Kingdom, any investment or investment activity that this document relates to may be made or taken exclusively by relevant persons. Any person in the United Kingdom that is not a relevant person should not act or rely on this document or any of its contents.

Notice to Prospective Investors in Switzerland

The common shares may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange, or SIX, or on any other stock exchange or regulated trading facility in Switzerland. This prospectus has been prepared without regard to the disclosure standards for issuance prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectuses under art. 27 ff. of the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland. Neither this prospectus nor any other offering or marketing material relating to the common shares or the offering may be publicly distributed or otherwise made publicly available in Switzerland.

Neither this document nor any other offering or marketing material relating to the offering, the Company, the common shares have been or will be filed with or approved by any Swiss regulatory authority. In particular, this document will not be filed with, and the offer of common shares will not be supervised by, the Swiss Financial Market Supervisory Authority, and the offer of common shares has not been and will not be authorized under the Swiss Federal Act on Collective Investment Schemes, or CISA. The investor protection afforded to acquirers of interests in collective investment schemes under the CISA does not extend to acquirers of common shares.

Notice to Prospective Investors in France

Neither this prospectus nor any other offering material relating to the common shares described in this prospectus has been submitted to the clearance procedures of the Autorité des Marchés Financiers or of the competent authority of another member state of the European Economic Area and notified to the Autorité des Marchés Financiers. The common shares have not been offered or sold and will not be offered or sold, directly or indirectly, to the public in France. Neither this prospectus nor any other offering material relating to the common shares has been or will be:

        released, issued, distributed or caused to be released, issued or distributed to the public in France; or

        used in connection with any offer for subscription or sale of the common shares to the public in France.

Such offers, sales, and distributions will be made in France only:

        to qualified investors (investisseurs qualifiés) or to a restricted circle of investors (cercle restreint d’investisseurs), in each case investing for their own account, all as defined in and in accordance with articles L.411-2, D.411-1, D.411-2, D.734-1, D.744-1, D.754-1 and D.764-1 of the French Code monétaire et financier;

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        to investment services providers authorized to engage in portfolio management on behalf of third parties; or

        in a transaction that, in accordance with article L.411-2-II-1°-or-2°-or 3° of the French Code monétaire et financier and article 211-2 of the General Regulations (Règlement Général) of the Autorité des Marchés Financiers, does not constitute a public offer (appel public à l’épargne).

The common shares may be resold directly or indirectly, only in compliance with articles L.411-1, L.411-2, L.412-1, and L.621-8 through L.621-8-3 of the French Code monétaire et financier.

Notice to Prospective Investors in Hong Kong

The common shares may not be offered or sold in Hong Kong by means of any document other than (i) in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap. 32, Laws of Hong Kong), or (ii) to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder, or (iii) in other circumstances which do not result in the document being a “prospectus” within the meaning of the Companies Ordinance (Cap. 32, Laws of Hong Kong) and no advertisement, invitation, or document relating to the common shares may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with respect to shares which are or are intended to be disposed of only to persons outside of Hong Kong or only to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder.

Notice to Prospective Investors in Japan

The common shares offered in this prospectus have not been and will not be registered under the Financial Instruments and Exchange Law of Japan. The common shares have not been offered or sold and will not be offered or sold, directly or indirectly, in Japan or to or for the account of any resident of Japan (including any corporation or other entity organized under the laws of Japan), except (i) pursuant to an exemption from the registration requirements of the Financial Instruments and Exchange Law and (ii) in compliance with any other applicable requirements of Japanese law.

Notice to Prospective Investors in Singapore

This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the common shares may not be circulated or distributed, nor may the common shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore, or the SFA, (ii) to a relevant person pursuant to Section 275(1), or any person pursuant to Section 275(1A) and in accordance with the conditions specified in Section 275 of the SFA, or (iii) otherwise pursuant to and in accordance with the conditions of, any other applicable provision of the SFA, in each case subject to compliance with conditions set forth in the SFA.

Where the shares are subscribed or purchased under Section 275 of the SFA by a relevant person that is:

        a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)), the sole business of which is to hold investments, and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or

        a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor,

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shares, debentures, and units of shares and debentures of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that trust has acquired the shares pursuant to an offer made under Section 275 of the SFA except:

        to an institutional investor (for corporations, under Section 274 of the SFA) or to a relevant person defined in Section 275(2) of the SFA, or to any person pursuant to an offer that is made on terms that such shares, debentures, and units of shares and debentures of that corporation or such rights and interest in that trust are acquired at a consideration of not less than S$200,000 (or its equivalent in a foreign currency) for each transaction, whether such amount is to be paid for in cash or by exchange of securities or other assets and further for corporations, in accordance with the conditions specified in Section 275 of the SFA;

        where no consideration is or will be given for the transfer; or

        where the transfer is by operation of law.

Notice to Prospective Investors in the United Arab Emirates

The common shares have not been, and are not being, publicly offered, sold, promoted or advertised in the United Arab Emirates (including the Dubai International Financial Centre) other than in compliance with the laws of the United Arab Emirates (and the Dubai International Financial Centre) governing the issue, offering and sale of securities. Further, this prospectus does not constitute a public offer of securities in the United Arab Emirates (including the Dubai International Financial Centre) and is not intended to be a public offer. This prospectus has not been approved by or filed with Central Bank of the United Arab Emirates, the Securities and Commodities Authority, Financial Services Regulatory Authority (FSRA) or the Dubai Financial Services Authority (DFSA).

Notice to Prospective Investors in Brazil

The offer and sale of the common shares will not be carried out by any means that would constitute a public offering in Brazil under Law No. 6,385, dated December 7, 1976, as amended, and under Brazilian Securities Commission (“CVM”) Resolution (Resolução) No. 160, dated July 13, 2022, as amended (“CVM Resolution 160”). The offer and sale of the common shares have not been and will not be registered with the CVM in Brazil. The common shares may not be offered or sold in Brazil except in circumstances which do not constitute a public offering for distribution under Brazilian securities laws and regulations. Any representation to the contrary is untruthful.

The common shares may be offered or sold in Brazil only to professional investors, as defined in article 11 of CVM Resolution No. 30, dated May 11, 2021, residing in Brazil through an account held abroad, in reliance upon article 8, item VI, of CVM Resolution 160. This prospectus is being addressed to the addressee personally, and for its sole benefit. Distribution of this prospectus to any other person other than the addressee specified by the Agents or its affiliates, representatives, or those persons, if any, retained to advise the addressee, and any disclosure of its contents is prohibited.

Therefore, as this prospectus does not constitute or form part of any public offering to sell or solicitation of a public offering to buy any common shares or assets. THE OFFER AND SALE OF THE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE CVM AND, THEREFORE, WILL NOT BE CARRIED OUT BY ANY MEANS THAT WOULD CONSTITUTE A PUBLIC OFFERING IN BRAZIL UNDER CVM RESOLUTION NO. 160, DATED 13 JULY 2022, AS AMENDED OR UNAUTHORIZED DISTRIBUTION UNDER BRAZILIAN LAWS AND REGULATIONS. THE SECURITIES WILL BE AUTHORIZED FOR TRADING ON ORGANIZED NON-BRAZILIAN SECURITIES MARKETS AND MAY ONLY BE OFFERED TO BRAZILIAN PROFESSIONAL INVESTORS (AS DEFINED BY APPLICABLE CVM REGULATIONS), WHO MAY ONLY ACQUIRE THE SECURITIES THROUGH A NON-BRAZILIAN ACCOUNT, WITH SETTLEMENT OUTSIDE BRAZIL IN NON-BRAZILIAN CURRENCY. THE TRADING OF THESE ACQUIRED SECURITIES ON REGULATED SECURITIES MARKETS IN BRAZIL IS PROHIBITED.

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Expenses of the Offering

The following table sets forth all expenses to be paid by us, other than underwriting discounts and commissions, upon completion of this offering. All amounts shown are estimates except for the SEC registration fee, the FINRA filing fee and the exchange listing fee.

Expenses

 

Amount

U.S. Securities and Exchange Commission registration fee

 

US$

 

FINRA filing fee

 

 

 

Nasdaq listing fee

 

 

 

Printing and engraving expenses

 

 

 

Legal fees and expenses

 

 

 

Accounting fees and expenses

 

 

 

Transfer agent and registrar fees

 

 

 

Miscellaneous expenses

 

 

 

Total

 

US$

 

All amounts in the table are estimates except the U.S. Securities and Exchange Commission registration fee, the Nasdaq listing fee and the FINRA filing fee. The Company will pay all of the expenses of this offering.

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Table of Contents

Legal Matters

Certain matters of U.S. federal and New York State law will be passed upon for us by Davis Polk & Wardwell LLP, and for the underwriters by White & Case LLP. The validity of the common shares offered in this offering and other legal matters as to British Virgin Islands law will be passed upon for us by Harney Westwood & Riegels (BVI) LP.

Experts

The consolidated financial statements of Aura Minerals Inc., as of December 31, 2024, and for the year ended December 31, 2024, have been included herein in reliance upon the report of KPMG Auditores Independentes Ltda., independent registered public accounting firm, appearing elsewhere herein, and upon the authority of said firm as experts in accounting and auditing. The consolidated financial statements of Aura Minerals Inc. and its subsidiaries as of December 31, 2023 and December 31, 2022, and for the years then ended, have been included herein in reliance upon the report of Grant Thornton Auditores Independentes Ltda., an independent registered public accounting firm, appearing elsewhere herein, and upon the authority of said firm as experts in accounting and auditing.

Change In Registrant’s Certifying Accountant

In connection with this offering, in 2024 we engaged Grant Thornton Auditores Independentes Ltda., or GT as an independent registered public accounting firm to audit our financial statements for the fiscal years ended December 31, 2023 and 2022. We also engaged KPMG Auditores Independentes Ltda., or KPMG, as our independent registered public accounting firm for the year ended December 31, 2024 and subsequent interim periods. There was no disagreement between us and GT.

The report of GT on our consolidated financial statements for the fiscal years ended December 31, 2023 and 2022 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principle. GT did not produce a report on our consolidated financial statements for the fiscal year ended December 31, 2024.

During the fiscal years ended December 31, 2023 and 2022, and the subsequent interim period through the dismissal date in 2024 there have been no (i) disagreements between us and GT on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements if not resolved to the satisfaction of GT would have caused them to make reference thereto in their reports on the consolidated financial statements for such years, or (ii) reportable events as defined in Form 20-F Item 16F (a)(1)(v).

We provided GT with a copy of the disclosures under this section and requested from GT a letter addressed to the Securities and Exchange Commission indicating whether it agrees with such disclosures. A copy of the GT letter dated June 6, 2025 is attached as Exhibits 16.1.

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Enforceability of Civil Liabilities

British Virgin Islands

We are incorporated under the laws of the British Virgin Islands as a holding company with limited liability. We are incorporated in the British Virgin Islands because of certain benefits associated with being a British Virgin Islands entity, such as political and economic stability, an effective judicial system, a favorable tax system, the absence of exchange control or currency restrictions and the availability of professional and support services. However, the British Virgin Islands has a less developed body of securities laws as compared to the United States and provides protections for investors to a lesser extent. In addition, British Virgin Islands companies may not have standing to sue before the federal courts of the United States.

Substantially all of our assets are located outside the United States. In addition, certain of our directors and officers are nationals and/or residents of countries other than the United States, and all or a substantial portion of such persons’ assets are located outside the United States. As a result, it may be difficult for investors to effect service of process within the United States upon us or such persons or to enforce against them or against us, judgments obtained in United States courts, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state thereof.

Harney Westwood & Riegels (BVI) LP, our counsel as to BVI law, have further advised us that the courts of the BVI will not necessarily enter judgments in original actions brought in those courts predicated on U.S. federal or state securities laws. Additionally, there is no statutory enforcement in the BVI of judgments obtained in the United States, however, the courts of the BVI will in certain circumstances recognize such a foreign judgment and treat it as a cause of action in itself which may be sued upon as a debt at common law so that no retrial of the issues would be necessary provided that: (a) the U.S. court issuing the judgment had jurisdiction in the matter and the company either submitted to such jurisdiction or was resident or carrying on business within such jurisdiction and was duly served with process; (b) the judgment given by the U.S. court was not in respect of penalties, taxes, fines or similar fiscal or revenues obligations of the company; (c) in obtaining judgment there was no fraud on the part of the person in whose favor judgment was given or on the part of the U.S. court; (d) recognition or enforcement of the judgment in the BVI would not be contrary to public policy; and (e) the proceedings pursuant to which judgment was obtained were not contrary to natural justice.

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Where You Can Find More Information

We have filed with the U.S. Securities and Exchange Commission a registration statement (including amendments and exhibits to the registration statement) on Form F-1 under the Securities Act. This prospectus, which is part of the registration statement, does not contain all of the information set forth in the registration statement and the exhibits and schedules to the registration statement. For further information, we refer you to the registration statement and the exhibits and schedules filed as part of the registration statement. If a document has been filed as an exhibit to the registration statement, we refer you to the copy of the document that has been filed. Each statement in this prospectus relating to a document filed as an exhibit is qualified in all respects by the filed exhibit.

Upon completion of this offering, we will be subject to the informational requirements of the Exchange Act that are applicable to foreign private issuers. Accordingly, we are required to file reports and other information with the SEC, including annual reports on Form 20-F and reports on Form 6-K. The SEC maintains an Internet website at http://www.sec.gov, from which you can electronically access the registration statement and its materials.

As a foreign private issuer, we are exempt under the Exchange Act from, among other things, the rules prescribing the furnishing and content of proxy statements, and our executive officers, directors, principal shareholders and the selling shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, we will not be required under the Exchange Act to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act.

We will send the transfer agent a copy of all notices of shareholders’ meetings and other reports, communications and information that are made generally available to shareholders. The transfer agent has agreed to mail to all shareholders a notice containing the information (or a summary of the information) contained in any notice of a meeting of our shareholders received by the transfer agent and will make available to all shareholders such notices and all such other reports and communications received by the transfer agent.

Investors, the media and others should note that, following the completion of this offering, we intend to announce material information to the public through filings with the SEC, the investor relations page on our website, press releases, public conference calls, and webcasts. The information disclosed by the foregoing channels could be deemed to be material information. As such, we encourage investors, the media, and others to follow the channels listed above and to review the information disclosed through such channels. Any updates to the list of disclosure channels through which we will announce information will be posted on the investor relations page on our website.

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Table of Contents

Index to Consolidated Financial Statements

Unaudited Condensed Interim Consolidated Financial Statements of Aura Minerals Inc. as of March 31, 2025 and December 31, 2024 and for the three months ended March 31, 2025 and 2024

 

Page 

Unaudited Condensed Interim Consolidated Statements of Income (loss) for the Three Months Ended March 31, 2025 and 2024

 

F-2

Unaudited Condensed Interim Consolidated Statements of Other Comprehensive Income (loss) for the Three Months Ended March 31, 2025 and 2024

 

F-3

Unaudited Condensed Interim Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2025 and 2024

 

F-4

Unaudited Condensed Interim Consolidated Statements of Financial Position as of March 31, 2025 and December 31, 2024

 

F-5

Unaudited Condensed Interim Consolidated Statements of Changes in Equity for the Three Months Ended March 31, 2025 and 2024

 

F-7

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

 

F-8

Audited Consolidated Financial Statements of Aura Minerals Inc. as of and for the years ended December 31, 2024, 2023 and 2022

 

Page 

Consolidated Financial Statements

   

Report of independent registered public accounting firm for the Financial Statements as of and for the year ended December 31, 2024.

 

F-36

Report of independent registered public accounting firm for the Financial Statements as of and for the years ended December 31, 2023 and 2022.

 

F-37

Consolidated Statements of Income (loss) for the Years Ended December 31, 2024, 2023 and 2022

 

F-38

Consolidated Statements of Other Comprehensive Income (loss) for the Years Ended December 31, 2024, 2023 and 2022

 

F-39

Consolidated Statements of Cash Flows for the Years Ended December 31, 2024, 2023 and 2022

 

F-40

Consolidated Statements of Financial Position for the Years Ended December 31, 2024, 2023 and 2022

 

F-41

Consolidated Statements of Changes in Equity for the Years Ended December 31, 2024,
2023 and 2022

 

F-43

Notes to the Audited Consolidated Financial Statements

 

F-45

F-1

Table of Contents

Aura Minerals Inc.
Unaudited Condensed Interim Consolidated Statements of Income (loss)
For the three months ended March 31, 2025 and 2024
Expressed in thousands of United States dollars, except share and per share amounts

 

Note

 

For the
three months
ended
March 31,
2025

 

For the
three months
ended
March 31,
2024

Revenue

 

19

 

161,804

 

 

132,078

 

Cost of goods sold

 

20

 

(83,376

)

 

(85,397

)

Gross profit

     

78,428

 

 

46,681

 

         

 

   

 

General and administrative expenses

 

21

 

(9,636

)

 

(8,279

)

Exploration expenses

 

22

 

(1,376

)

 

(1,942

)

Operating income

     

67,416

 

 

36,460

 

         

 

   

 

Finance expense

 

23

 

(121,611

)

 

(34,095

)

Other (expense) income

     

(754

)

 

(594

)

Income (loss) before income taxes

     

(54,949

)

 

1,771

 

         

 

   

 

Current tax

 

14

 

(20,814

)

 

(10,143

)

Deferred tax

 

14

 

2,514

 

 

(845

)

Income taxes

     

(18,300

)

 

(10,988

)

         

 

   

 

Loss for the period

     

(73,249

)

 

(9,217

)

         

 

   

 

Weighted average numbers of common shares outstanding

       

 

   

 

Basic

 

31

 

73,189,136

 

 

72,237,003

 

Diluted

 

31

 

73,189,136

 

 

72,237,003

 

         

 

   

 

Loss per share – Basic

 

31

 

(1.00

)

 

(0.13

)

Loss per share – Diluted

 

31

 

(1.00

)

 

(0.13

)

The accompanying notes form an integral part of these Unaudited Condensed Interim
Consolidated Financial Statements.

F-2

Table of Contents

Aura Minerals Inc.
Unaudited Condensed Interim Consolidated Statements of Other Comprehensive Income (loss)
For the three months ended March 31, 2025 and 2024
Expressed in thousands of United States dollars

 

For the
three months
ended
March 31,
2025

 

For the
three months
ended
March 31,
2024

Loss for the period

 

(73,249

)

 

(9,217

)

Other comprehensive income:

   

 

   

 

Items that are or may be reclassified subsequently to profit or loss

   

 

   

 

Change in the fair value of cash flow hedge, net of tax

 

2,586

 

 

(311

)

Loss on foreign exchange translation of subsidiaries

 

(38

)

 

(529

)

     

 

   

 

Items that will not be reclassified to profit or loss

   

 

   

 

Change in the fair value of equity investments

 

336

 

 

(461

)

Other comprehensive income (loss), net of tax

 

2,884

 

 

(1,301

)

Total comprehensive income (loss)

 

(70,365

)

 

(10,518

)

Items above are stated net of tax and the related taxes are disclosed in note 14 (b).

The accompanying notes form an integral part of these Unaudited Condensed Interim
Consolidated Financial Statements.

F-3

Table of Contents

Aura Minerals Inc.
Unaudited Condensed Interim Consolidated Statements of Cash Flows
For the three months ended March 31, 2025 and 2024
Expressed in thousands of United States dollars

 

Note

 

For the
three months
ended 
March 31,
2025

 

For the
three months
ended
March 31,
2024

Cash flows from operating activities

       

 

   

 

Loss for the period

     

(73,249

)

 

(9,217

)

Items adjusting loss of the period

 

24 (a)

 

155,569

 

 

62,169

 

Changes in working capital

 

24 (b)

 

(14,135

)

 

(17,771

)

Income tax paid

     

(16,873

)

 

(9,298

)

Other current and non-current assets and liabilities

 

24 (c)

 

(10,083

)

 

(31

)

Net cash generated by operating activities

     

41,229

 

 

25,852

 

         

 

   

 

Cash flows from investing activities

       

 

   

 

Purchase of property, plant and equipment

     

(51,725

)

 

(29,703

)

Short term investment

     

 

 

(1,314

)

Acquisition of investment – Bluestone Resources

 

5

 

(18,538

)

 

 

Net cash used in investing activities

     

(70,263

)

 

(31,017

)

         

 

   

 

Cash flows from financing activities

       

 

   

 

Proceeds received from loans and debentures

 

24 (e)

 

 

 

15,000

 

Repayment of loans and debentures

 

24 (e)

 

(11,455

)

 

(13,792

)

Derivative settlement – debt swap agreements

     

 

 

2,868

 

Interest paid on loans and debentures

 

24 (e)

 

(7,775

)

 

(13,602

)

Payment of liability (NSR agreement)

     

(741

)

 

(74

)

Principal and interest payments of lease liabilities

 

17 (b)

 

(4,239

)

 

(4,407

)

Repayment of other liabilities

 

17 (a)

 

(981

)

 

(825

)

Payment of dividends

 

27

 

(18,333

)

 

 

Acquisition of treasury shares

     

(1,200

)

 

 

Net cash (used in) financing activities

     

(44,724

)

 

(14,832

)

         

 

   

 

(Decrease) in cash and cash equivalents

     

(73,758

)

 

(19,997

)

Effect of foreign exchange gain (loss) on cash equivalents

     

1,635

 

 

(3,232

)

Cash and cash equivalents, beginning of the period

     

270,189

 

 

237,295

 

Cash and cash equivalents, end of the period

     

198,066

 

 

214,066

 

The accompanying notes form an integral part of these Unaudited Condensed Interim
Consolidated Financial Statements.

F-4

Table of Contents

Aura Minerals Inc.
Unaudited Condensed Interim Consolidated Statements of Financial Position
As of March 31, 2025 and December 31, 2024
Expressed in thousands of United States dollars

 

Note

 

2025

 

2024

ASSETS

           

Current

           

Cash and cash equivalents

 

6

 

198,066

 

270,189

Accounts receivables

 

7

 

15,666

 

15,835

Value added taxes and other recoverable taxes

 

8

 

23,637

 

19,901

Inventories

 

9

 

67,876

 

57,943

Other receivables and assets

 

10

 

28,311

 

25,467

Total current

     

333,556

 

389,335

             

Non-current

           

Value added taxes and other recoverable taxes

 

8

 

43,832

 

40,596

Inventories

 

9

 

19,265

 

19,386

Other receivables and assets

 

10

 

3,741

 

4,943

Property, plant and equipment

 

11

 

720,466

 

610,784

Deferred income tax assets

 

14

 

18,131

 

15,218

Total non-current

     

805,435

 

690,927

Total assets

     

1,138,991

 

1,080,262

             

LIABILITIES

           

Current

           

Trade and other payables

 

12

 

103,793

 

98,067

Derivative financial instruments

 

25

 

26,578

 

19,302

Loans and debentures

 

13

 

100,853

 

82,007

Liability measured at fair value

     

3,829

 

3,362

Current income tax liabilities

 

14

 

31,379

 

31,618

Current portion of other liabilities

 

17

 

14,711

 

14,190

Liabilities directly associated with assets classified as held for sale

     

2,757

 

2,757

Total current

     

283,900

 

251,303

             

Non-current

           

Loans and debentures

 

13

 

366,834

 

361,097

Liability measured at fair value

     

15,537

 

14,387

Derivative financial instruments

 

25

 

201,688

 

120,188

Deferred income tax liabilities

 

14

 

32,052

 

31,583

Provision for mine closure and restoration

 

15

 

62,212

 

50,573

Other provisions

 

16

 

27,872

 

17,144

Other liabilities

 

17

 

9,031

 

11,032

Total non-current

     

715,226

 

606,004

F-5

Table of Contents

Aura Minerals Inc.
Unaudited Condensed Interim Consolidated Statements of Financial Position — (Continued)
As of March 31, 2025 and December 31, 2024
Expressed in thousands of United States dollars

 

Note

 

2025

 

2024

SHAREHOLDERS’ EQUITY

 

18

   

 

   

 

Share capital

     

610,503

 

 

599,200

 

Contributed surplus

     

55,669

 

 

55,596

 

Accumulated other comprehensive income

     

(3,607

)

 

(723

)

Accumulated losses

     

(522,700

)

 

(431,118

)

Total equity

     

139,865

 

 

222,955

 

         

 

   

 

Total liabilities and equity

     

1,138,991

 

 

1,080,262

 

Approved on behalf of the Board of Directors:

/s/ Stephen Keith

 

/s/ Rodrigo Barbosa

Stephen Keith, Director

 

Rodrigo Barbosa, President & CEO

The accompanying notes form an integral part of these Unaudited Condensed Interim
Consolidated Financial Statements.

F-6

Table of Contents

Aura Minerals Inc.
Unaudited Condensed Interim Consolidated Statements of Changes in Equity
For the three months ended March 31, 2025 and 2024
Expressed in thousands of United States dollars, except share amounts

 

Number of
Common
Shares

 

Share
Capital

 

Contributed
Surplus

 

Accumulated
Other
Comprehensive
Income

 

Accumulated
losses

 

Total
Equity

At December 31, 2024

 

72,399,495

 

 

599,200

 

 

55,596

 

(723

)

 

(431,118

)

 

222,955

 

Issuance of new shares

 

1,007,186

 

 

12,503

 

 

 

 

 

 

 

12,503

 

Shared based compensation

 

 

 

 

 

73

 

 

 

 

 

73

 

Acquisition of treasury shares/Cancellation of shares

 

(96,141

)

 

(1,200

)

 

 

 

 

 

 

(1,200

)

Change in the fair value of cash flow hedge, net of tax

 

 

 

 

 

 

(2,586

)

 

 

 

(2,586

)

Gain on foreign exchange translation of subsidiaries

 

 

 

 

 

 

38

 

 

 

 

38

 

Change in the fair value of equity investment

 

 

 

 

 

 

(336

)

 

 

 

(336

)

Loss for the period

 

 

 

 

 

 

 

 

(73,249

)

 

(73,249

)

Dividends paid (note 27)

 

 

 

 

 

 

 

 

(18,333

)

 

(18,333

)

At March 31, 2025

 

73,310,540

 

 

610,503

 

 

55,669

 

(3,607

)

 

(522,700

)

 

139,865

 

 

Number of
Common
Shares

 

Share
Capital

 

Contributed
Surplus

 

Accumulated
Other
Comprehensive
Income

 

Accumulated
losses

 

Total
Equity

At December 31, 2023

 

72,237,003

 

612,299

 

55,478

 

5,179

 

 

(358,154

)

 

314,802

 

Shared based compensation

 

 

 

52

 

 

 

 

 

52

 

Change in the fair value of cash flow hedge, net of tax

 

 

 

 

(311

)

 

 

 

(311

)

Gain on foreign exchange translation of subsidiaries

 

 

 

 

(529

)

 

 

 

(529

)

Change in fair value of investment and liability measured at fair value

 

 

 

 

(461

)

 

 

 

(461

)

Loss for the period

 

 

 

 

 

 

(9,217

)

 

(9,217

)

At March 31, 2024

 

72,237,003

 

612,299

 

55,530

 

3,878

 

 

(367,371

)

 

304,336

 

The accompanying notes form an integral part of these Unaudited Condensed Interim
Consolidated Financial Statements.

F-7

Table of Contents

Aura Minerals Inc.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the three months ended March 31, 2025 and December 31, 2024
Expressed in thousands of United States dollars, except where otherwise noted.

1       NATURE OF OPERATIONS

Aura Minerals Inc. (“Aura Minerals”, “Aura”, or the “Company”) is a mid-tier gold and copper production company focused on the operation and development of gold and base metal projects in the Americas.

Aura Minerals Inc. is a public company whose common shares are listed on the Toronto Stock Exchange (Symbol: ORA), its Brazilian Depositary Receipts, each representing one common share, are listed on the B3 — Brasil, Bolsa Balcão (Symbol: AURA33) and its common shares trade on OTCQX Best Market (Symbol: ORAAF). Aura is incorporated under the BVI Business Companies Act, 2004 (British Virgin Islands). Aura’s registered office is located at Craigmuir Chambers, Road Town, Tortola, VG1110, British Virgin Islands. Aura maintains a head office through its wholly owned subsidiary Aura Technical Services Inc., at 3390 Mary St, Suite 116, Coconut Grove, Miami, FL, 33133, United States of America.

Aura’s controlling party is Northwestern Enterprises Ltd (“Northwestern”), a company beneficially owned by the Chairman of the board of directors of Aura (the “Board”).

These unaudited condensed interim consolidated financial statements (the “financial statements”) were approved by the Board of Directors on June 6, 2025.

2       BASIS OF PREPARATION AND PRESENTATION

The Unaudited condensed interim consolidated financial statements of the Company have been prepared in accordance with IAS 34 — Interim Financial Reporting, as issued by International Accounting Standard Board (IASB). These Unaudited condensed interim consolidated financial statements should be read in conjunction with Aura’s annual consolidated financial statements for the year ended December 31, 2024, (“2024 Annual Financial Statements”).

The accounting policies followed in these Unaudited condensed interim consolidated financial statements are consistent with those disclosed in Note 3 of 2024 Annual Financial Statements, except for those new or revised standards adopted as of January 1, 2025 as is the case with the amendments to IAS 21 — Effects of Changes in Foreign Exchange Rates. As disclosed in the 2024 Annual Financial Statements, these amendments have not had a significant impact on the Company’s unaudited condensed interim consolidated financial statements.

The functional currency of Aura and the majority of its subsidiaries is the United States Dollar (“US Dollar”) except for a non material service company in Mexico which has a functional currency of Mexican Pesos (“MXN Pesos”) and certain non material Brazilian subsidiaries in Brazilian Reais (“BRL Reais”). All values in the consolidated financial statements are rounded to the nearest thousand.

3       ACCOUNTING STANDARDS ISSUED BUT NOT YET EFFECTIVE

A number of new accounting standards are effective for annual reporting periods beginning after January 1, 2025 and earlier application is permitted.

A — IFRS Presentation and disclosure in financial statements

IFRS 18 will replace IAS 1 Presentation of Financial Statements and applies for annual reporting periods beginning on or after January 1, 2027. The new standard introduces the following key new requirements:

     Entities are required to classify all income and expenses into five categories in the statement of profit and loss, namely the operating, investing, financing, discontinued operations and income tax categories. Entities are also required to present a newly defined operating profit subtotal. Entities’ net profit will not change.

F-8

Table of Contents

Aura Minerals Inc.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the three months ended March 31, 2025 and December 31, 2024
Expressed in thousands of United States dollars, except where otherwise noted.

3       ACCOUNTING STANDARDS ISSUED BUT NOT YET EFFECTIVE (cont.)

     Management defined performance measures (“MPMs”) are disclosure in a single note in the financial statements.

     Enhanced guidance is provided on how to group information in the financial statements.

In addition, all entities are required to use the operating profit subtotal as the starting point for the statement of cash flows when presenting operating cash flows under the indirect method.

The Company is still in the process of assessing the impact of the new standard, particularly with respect to the structure of the Company´s statement of profit and loss, the statement of cash flows and the additional disclosures required for MPMs. The Company is also assessing the impact on how information is grouped in the financial statements, including for the items currently labelled as ‘other’.

B — Other accounting standards

The following new amended accounting standards are not expected to have a significant impact on the Company´s consolidated financial statements.

     Classification and Measurement of Financial Instruments (Amendment to IFRS 9 and IFRS 7).

4       SIGNIFICANT ACCOUNTING ESTIMATES AND JUDGEMENTS

The preparation of the consolidated financial statements requires management to make estimates and judgements and to form assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent liabilities. Management’s estimates and judgements are continually evaluated and are based on historical experience and other factors that management believes to be reasonable under the circumstances. Actual results may differ from these estimates.

The Company has identified critical accounting policies under which significant judgments, estimates and assumptions are made and where actual results could differ from these estimates under different assumptions and conditions and could materially affect the Company’s financial results or statements of financial position reported in future periods.

Please refer to Note 4 of the 2024 Annual Financial Statements for a summary of the significant accounting estimates and judgements which are consistent with those in the preparation of the financial statements. Management’s estimates and judgements are quarterly evaluated and are based on historical experience and other factors that management believes to be reasonable under the circumstances. Actual or future results may differ from these estimates.

5       ASSET ACQUISITION — BLUESTONE RESOURCES (“BLUESTONE”)

In December 2024, the Company acquired, at market value, 5,500,000 shares of Bluestone, representing 3.62% of its total shares, for a total consideration of $1,327. The acquisition was valued based on the quoted market price of Bluestone’s shares on the Canadian stock exchange at the acquisition date and was recorded as an investment under other non-current assets (see Note 10).

On January 13, 2025, Aura completed the acquisition of control of Bluestone, acquiring all remaining 96.38% shares for an additional amount of $40,299 as follows:

     Cash Consideration = $18,342 (equivalent to C$26,255)

     Non-Cash Consideration = $12,503

F-9

Table of Contents

Aura Minerals Inc.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the three months ended March 31, 2025 and December 31, 2024
Expressed in thousands of United States dollars, except where otherwise noted.

5       ASSET ACQUISITION — BLUESTONE RESOURCES (“BLUESTONE”) (cont.)

Aura issued 1,007,186 common shares to Bluestone´s former shareholders (0.0183 common shares of Aura for each Bluestone Share held). The shares were valued based on the quoted market price of Aura’s shares on the Canadian stock exchange at the acquisition date.

     Contingent Value Rights (CVRs) = $9,120 (C$13,111) (note 16)

The fair value of the CVRs was determined based on three fixed annual payments, contingent upon the achievement of commercial production, defined as when either: (i) Aura announces that commercial production at Cerro Blanco has been achieved, or (ii) it has operated for 90 consecutive days with 80% or more of used capacity.

The fair value of the CVRs was determined using a probability-weighted discounted cash flow model. This model incorporated management’s current estimates of the probability of achieving commercial production, the expected timing of it and the contractual payout structure. The expected payments were discounted to present value using a 7.4% discount rate.

     Capitalized Acquisition Costs = $334

These costs, consisting of legal and consulting fees paid in January 2025, were capitalized as part of the investment in accordance with applicable accounting standards.

Upon the closing of the transaction, Bluestone’s assets primarily consisted of mineral properties. Given that Bluestone did not have processes capable of generating outputs, it did not meet the definition of a business under the applicable accounting standards. As a result, the transaction has been treated as an asset acquisition rather than a business combination.

The table below summarizes the financial information of the investment as of January 13, 2025 (acquisition date):

     

Book value

 

Fair value
allocation

 

Fair value
acquired

Assets acquired

 

Cash and cash equivalents

 

138

 

 

138

   

Other assets

 

687

 

 

687

   

Property, plant and equipment (Note 11)

 

52,487

 

22,734

 

75,221

Liabilities assumed

 

Trade and other payables

 

761

 

 

761

   

Other liabilities

 

2,954

 

 

2,954

   

Loans and debentures

 

19,900

 

 

19,900

   

Provision for mine closure and restoration

 

9,668

 

 

9,668

   

Deferred income tax liabilities

 

1,137

 

 

1,137

Net assets

     

18,892

 

22,734

 

41,626

6       CASH AND CASH EQUIVALENTS

 

2025

 

2024

Cash at bank

 

54,058

 

63,056

Term deposits

 

144,008

 

207,133

Cash and Cash Equivalents

 

198,066

 

270,189

Term deposits represent amounts that have a maturity of three months or less from the date of acquisition and are repayable with 24 hours notice with no loss of interest.

F-10

Table of Contents

Aura Minerals Inc.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the three months ended March 31, 2025 and December 31, 2024
Expressed in thousands of United States dollars, except where otherwise noted.

7       ACCOUNTS RECEIVABLES

 

2025

 

2024

Trade receivables

 

2,220

 

2,354

Other receivables(a)

 

13,446

 

13,481

Accounts receivables

 

15,666

 

15,835

The Company periodically measures expected credit losses and considers the history and financial conditions of its clients. The Company did not recognize any credit losses in these financial statements.

____________

(a)      Mostly related to the sale agreement by the Company of the Serrote Project to Appian Capital Advisory LLP. The sale price was the total amount of $40 million and the aggregate consideration of $40 million was made up of a cash payment of $30 million (collected), as well as the delivery by the purchasers of a subordinated unsecured promissory note in the principal amount of $10 million plus interest, payable from 75% of excess cash from the project after the project has repaid project financing and operating cash requirements. The note becomes payable immediately in the case Appian Capital Advisory LLP, the current owner of Mineração Vale Verde (“MVV”), that developed the Serrote Project, decided to sell its investment in MVV. The full amount was collected in April 2025.

8       VALUE ADDED TAX AND OTHER RECOVERABLE TAXES

 

2025

 

2024

Sales taxes and value added taxes

       

Apoena, Almas and Projects

 

35,307

 

30,136

Aranzazu

 

2,344

 

2,796

Minosa

 

25,608

 

24,866

         

Other taxes

       

Income taxes and social contribution

 

4,210

 

2,699

Total Value added tax and other recoverable taxes

 

67,469

 

60,497

Current

 

23,637

 

19,901

Non-Current

 

43,832

 

40,596

Value added tax receivables are expected to be recovered, taking into consideration the different alternatives available to the Company, including: (1) reimbursement from government “authorities” and/or (2) used as credit for income tax payments; and/or (3) sales in the domestic market.

9       INVENTORIES

 

2025

 

2024

Finished product

 

1,002

 

2,006

Work-in-process

 

51,334

 

47,521

Parts and supplies

 

34,805

 

27,802

Total inventories

 

87,141

 

77,329

Current

 

67,876

 

57,943

Non-current

 

19,265

 

19,386

As of March 31, 2025 and December 31, 2024, the non-current inventory is related to Almas’ low grade stockpile.

F-11

Table of Contents

Aura Minerals Inc.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the three months ended March 31, 2025 and December 31, 2024
Expressed in thousands of United States dollars, except where otherwise noted.

10     OTHER RECEIVABLES AND ASSETS

 

2025

 

2024

Prepaids expenses

 

3,201

 

4,129

Advances to vendors

 

17,961

 

15,378

Deposits

 

4,765

 

4,257

Employees receivables(a) (Note 28)

 

3,192

 

3,192

Other assets(b)

 

2,933

 

3,454

Total other receivables and assets

 

32,052

 

30,410

Current

 

28,311

 

25,467

Non-current

 

3,741

 

4,943

____________

(a)      The Company has paid on behalf of certain key management personnel, certain withholding taxes associated with the exercise of stock options in the amount of $3,192 included as current other receivables (see Note 28 for further details).

(b)      On November 7, 2023, the Company entered into a subscription agreement with Altamira Gold Corp. (“Altamira”) pursuant to which it acquired 24,000,000 units of Altamira at a price of $0.090 (C$0.125 — Canadian Dollars) per unit for an aggregate purchase price of $2,167 (C$3,000 — Canadian Dollars). Each unit consists of one common share and one common share purchase warrant of Altamira. Each warrant is exercisable to acquire one share of Altamira at a strike price of $0.14 (C$0.20 — Canadian Dollars) per share for a period of two years from November 7, 2023. The common shares are being recorded at fair value through OCI and the amount as of March 31, 2025 is $1,836 ($2,168 as of December 31, 2024).

11     PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment movements for the three month ended March 31, 2025 and 2024 are as follows:

 

Mineral
properties

 

Land and
buildings

 

Furniture,
fixtures and
equipment

 

Plant and
machinery

 

Right of
use assets

 

Assets
under
construction

 

Total

Net book value at December 31, 2024

 

312,312

 

 

51,948

 

 

9,835

 

 

63,692

 

 

29,609

 

 

143,388

 

 

610,784

 

     

 

   

 

   

 

   

 

   

 

   

 

   

 

Additions

 

11,364

 

 

1,586

 

 

603

 

 

1,076

 

 

56

 

 

39,339

 

 

54,024

 

Bluestone acquisition

 

46,990

 

 

20,337

 

 

96

 

 

1,980

 

 

 

 

5,818

 

 

75,221

 

Depreciation

 

(9,183

)

 

(5,090

)

 

(518

)

 

(1,548

)

 

(3,129

)

 

 

 

(19,468

)

Reclassifications

 

 

 

 

 

 

 

1,819

 

 

 

 

(1,819

)

 

 

Disposals

 

 

 

 

 

(95

)

 

 

 

 

 

 

 

(95

)

Net book value at March 31, 2025

 

361,483

 

 

68,781

 

 

9,921

 

 

67,019

 

 

26,536

 

 

186,726

 

 

720,466

 

     

 

   

 

   

 

   

 

   

 

   

 

   

 

Consisting of:

   

 

   

 

   

 

   

 

   

 

   

 

   

 

Cost

 

633,197

 

 

158,745

 

 

27,213

 

 

197,830

 

 

55,008

 

 

186,726

 

 

1,258,719

 

Accumulated Depreciation

 

(271,714

)

 

(89,964

)

 

(17,292

)

 

(130,811

)

 

(28,472

)

 

 

 

(538,253

)

Net book value at March 31, 2025

 

361,483

 

 

68,781

 

 

9,921

 

 

67,019

 

 

26,536

 

 

186,726

 

 

720,466

 

F-12

Table of Contents

Aura Minerals Inc.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the three months ended March 31, 2025 and December 31, 2024
Expressed in thousands of United States dollars, except where otherwise noted.

11     PROPERTY, PLANT AND EQUIPMENT (cont.)

 

Mineral
properties

 

Land and
buildings

 

Furniture,
fixtures and
equipment

 

Plant and
machinery

 

Right of
use assets

 

Assets
under
construction

 

Total

Net book value at December 31, 2023

 

318,651

 

 

53,861

 

 

10,719

 

 

62,138

 

 

37,814

 

 

5,550

 

488,733

 

     

 

   

 

   

 

   

 

   

 

       

 

Additions

 

10,828

 

 

2,393

 

 

354

 

 

1,155

 

 

122

 

 

17,796

 

32,648

 

Depletion and amortization

 

(6,663

)

 

(4,001

)

 

(519

)

 

(2,569

)

 

(2,632

)

 

 

(16,384

)

Disposals

 

(299

)

 

(76

)

 

 

 

 

 

(24

)

 

 

(399

)

Net book value at March 31, 2024

 

322,517

 

 

52,177

 

 

10,554

 

 

60,724

 

 

35,280

 

 

23,346

 

504,598

 

     

 

   

 

   

 

   

 

   

 

       

 

Consisting of:

   

 

   

 

   

 

   

 

   

 

       

 

Cost

 

557,407

 

 

132,320

 

 

26,051

 

 

185,572

 

 

52,339

 

 

23,346

 

977,035

 

Accumulated depletion and amortization

 

(234,890

)

 

(80,143

)

 

(15,497

)

 

(124,848

)

 

(17,059

)

 

 

(472,437

)

Net book value at March 31, 2024

 

322,517

 

 

52,177

 

 

10,554

 

 

60,724

 

 

35,280

 

 

23,346

 

504,598

 

The right of use assets corresponds to the lease liability obligations disclosed in Note 17(b).

For the period ended March 31, 2025, $2,491 of interest related to loans and debentures was capitalized (100% capitalization rate) as part of the construction cost at Borborema project ($2,457 for the period ended March 31, 2024).

12     TRADE AND OTHER PAYABLES

 

2025

 

2024

Trade accounts payable to suppliers

 

67,852

 

69,565

Other taxes payables

 

17,118

 

15,820

Accrued liabilities to suppliers

 

18,823

 

12,682

Total accounts payable

 

103,793

 

98,067

13     LOANS AND DEBENTURES

The list of loans and debentures held by the Company, as of March 31, 2025 and December 31, 2024 is as follows:

Financial debt

 

Maturity Date

 

Interest Rate

 

3/31/2025

 

12/31/2024

Bank Occidente

               

Q2 2022 Promissory Note
(“5º Promissory Note”)

 

May 2026

 

6.25%

 

3,274

 

3,882

Q3 2022 Promissory Note
(“6º Promissory Note”)

 

August 2026

 

6.25%

 

4,087

 

4,709

Q2 2023 Promissory Note
(“7º Promissory Note”)

 

June 2026

 

7.50%

 

667

 

1,320

Q1 2024 Promissory Note
(“8° Promissory Note”)

 

February 2026

 

7.50%

 

2,377

 

3,000

Q3 2024 Promissory Note
(“9° Promissory Note”)

 

July 2027

 

8.00%

 

3,826

 

4,178

F-13

Table of Contents

Aura Minerals Inc.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the three months ended March 31, 2025 and December 31, 2024
Expressed in thousands of United States dollars, except where otherwise noted.

13     LOANS AND DEBENTURES (cont.)

Financial debt

 

Maturity Date

 

Interest Rate

 

3/31/2025

 

12/31/2024

Bank Atlántida

   

 

           

Q2 2022 Loan Agreement (“7º Loan”)

 

March 2027

 

 

6.50%

 

5,000

 

5,625

Bank ABC Brasil S.A.

   

 

           

Q4 2022 Loan Agreement (“5º Loan”)

 

January 2026

 

 

5.38%

 

8,770

 

10,968

Bank Santander Mexico

   

 

           

Q3 2024 Loan Agreement (“5° Loan”)

 

August 2027

 

 

* SOFR + 3.8%

 

32,021

 

35,333

Bank Santander Brazil

   

 

           

Q3 2023 Loan Agreement (“4° Loan)

 

November 2028

 

 

9.51%

 

101,545

 

104,073

Bank Safra

   

 

           

Q3 2024 Loan Agreement (“2° Loan”)

 

August 2026

 

 

7.10%

 

20,122

 

20,513

Bank Brasil

   

 

           

Q1 2024 Loan Agreement (“1º Loan”)

 

December 2028

 

 

6.50%

 

10,059

 

10,003

Bank Bradesco

   

 

           

Q1 2022 Loan Agreement (“1º Loan”)

 

February 2025

 

 

* CDI + 2.342%

 

 

2,453

Q4 2024 Loan Agreement (“2° Loan”)

 

December 2028

 

 

6.50%

 

43,000

 

43,000

Other banks

   

 

           

BTG Pactual

 

November 2027

 

 

6.70%

 

20,116

 

20,116

Nemesia SARL

   

 

           

Nemesia SARL

 

(a

)

 

 

19,900

 

Debentures payable

   

 

           

Debentures – 2nd issuance

 

October 2030

 

 

* CDI + 1.60%

 

181,539

 

162,515

Gold Royalty Corp

   

 

           

Gold linked loan

 

December 2029

 

 

8.5%

 

11,384

 

11,416

Total

   

 

     

467,687

 

443,104

Current

   

 

     

100,853

 

82,007

Non-Current

   

 

     

366,834

 

361,097

____________

*        Definition: Secured Overnight Financing Rate Data (“SOFR”) and Certificates of Interbank Deposits (“CDI”).

(a)      This loan was recognized in the Company’s financial statements as a result of the acquisition of Bluestone.

On February 7, 2025, Aura, Nemesia S.à.r.l., and Bluestone, signed a term sheet for the purchase and assignment of the debt obligation related to the Cerro Blanco Project held by Bluestone. On March 14, 2025, the parties executed a Debt Purchase and Assignment Agreement, reflecting the terms previously agreed between the parties and subject to certain closing conditions, including approval from Toronto Stock Exchange (“TSX”). On April 15, 2025, the parties closed the transaction, pursuant to which Aura acquired from Nemesia S.à.r.l. all of Nemesia’s rights, title, and interest in the outstanding debt of Bluestone in exchange for 1,218,222 common shares of Aura and an unsecured promissory note in the principal amount of $5.9 million payable from Aura to Nemesia S.à.r.l (the “New Promissory Note”), The New Promissory Note has a fixed interest rate of 7% and becomes due once Cerro Blanco achieves commercial production within the next 20 years.

F-14

Table of Contents

Aura Minerals Inc.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the three months ended March 31, 2025 and December 31, 2024
Expressed in thousands of United States dollars, except where otherwise noted.

13     LOANS AND DEBENTURES (cont.)

The non-current loans and debentures payments are as follows:

 

Amount

2026

 

84,300

2027

 

89,173

2028

 

93,023

2029

 

50,169

2030 onwards

 

50,169

   

366,834

Financial Covenants

Mineração Apoena S.A. (“Apoena”) — subsidiary of the Company

      Bank BTG Pactual.: Principal of US$ 37,000 entered in December 2024

The agreement has financial covenants where Net Debt should be lower than 2.75x over the last 12 months EBITDA. The covenant is measured on a quarterly basis at Aura Minerals Inc.

Aranzazu Holdings SA de CV (“Aranzazu”) — subsidiary of the Company

      Bank Santander México S.A.: Principal of US$ 25,000 entered in June 2022

The agreement has financial covenants where: Net Debt should be lower than 1.5x over the last 12 months EBITDA; and last 12 months EBITDA over the interest expense should be over or equal 5.0x. The covenant is measured on a quarterly basis at the subsidiary.

Aura Almas Mineração S.A. (“Almas”) — subsidiary of the Company

      Debentures: Principal of R$1,000,000 (US$161,491) entered in October 2024.

The agreement also includes a quarterly financial covenant where the net debt to the last 12 months EBITDA ratio not exceed:

      in the case of Aura Minerals, 2.75x through June 30, 2025;

      in the case of Almas, 2.00x from July 1, 2025 through October 2, 2027; and

      in the case of Almas, 1.50x thereafter through maturity;

Aura Almas Mineração S.A. (“Almas”) – subsidiary of the Company

      Swap agreement entered in October 2024.

The agreement also includes a quarterly financial covenant where the net debt to the last 12 months EBITDA ratio not exceed:

      in the case of Aura Minerals, 2.75x through June 30, 2025;

      in the case of Almas, 2.00x from July 1, 2025 through October 2, 2027; and

      in the case of Almas, 1.50x thereafter through maturity;

F-15

Table of Contents

Aura Minerals Inc.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the three months ended March
31, 2025 and December 31, 2024
Expressed in thousands of United States dollars, except where otherwise noted.

13     LOANS AND DEBENTURES (cont.)

Aura Almas Mineração S.A. (“Almas”) — subsidiary of the Company

      Safra Bank: Principal of US$ 20,000 entered in August 2024

The agreement has financial covenants where Net Debt should be lower than 2.75x over the last 12 months EBITDA. The covenant is measured on a quarterly basis at Aura Minerals Inc.

Cascar Brasil Mineração Ltda. (“Cascar”) — subsidiary of the Company (Borborema Project)

      Santander Brasil S.A., principal of $100,750 entered in September 2023

The agreement has one annual financial covenant requiring that, beginning in the year ended December 31, 2025, following an initial grace period, where Cascar’s Net Debt should be lower than 1.5x over Cascar’s last 12 months EBITDA.

For the three month ended March 31, 2025, the Company and its subsidiaries are in compliance with all the financial covenants.

14     INCOME TAXES

a)      Income taxes

As of March 31, 2025 the current income tax liability is $31,379 ($31,618 as of December 31, 2024).

Income tax expenses included in the unaudited condensed interim consolidated statements of income for the three-month periods ended March 31, 2025 and 2024 are as follows:

 

For the
three months
ended
March 31,
2025

 

For the
three months
ended
March 31,
2024

Current income tax

 

(20,814

)

 

(10,143

)

Deferred income tax

 

2,514

 

 

(845

)

Total income/deferred taxes expense

 

(18,300

)

 

(10,988

)

b)      Deferred income tax assets and liabilities

Deferred tax assets and liabilities on the unaudited condensed interim consolidated statements of financial position consist of:

Net deferred income tax assets (liabilities) are classified as follows:

 

2025

 

2024

Deferred income tax assets

 

18,131

 

 

15,218

 

Deferred income tax liabilities

 

(32,052

)

 

(31,583

)

Total deferred taxes, net

 

(13,921

)

 

(16,365

)

F-16

Table of Contents

Aura Minerals Inc.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the three months ended March 31, 2025 and December 31, 2024
Expressed in thousands of United States dollars, except where otherwise noted.

14     INCOME TAXES (cont.)

The movements in the net deferred income tax asset (liability) account for the three months ended March 31, 2025 and 2024 are as follows:

Balance, December 31, 2023

 

17,938

 

Recorded in the statement of income (loss)

 

(845

)

Recorded through other comprehensive income

 

151

 

Exchange differences

 

(757

)

Balance, March 31, 2024

 

16,487

 

     

 

Balance, December 31, 2024

 

(16,365

)

Recorded in the statement of income (loss)

 

2,514

 

Recorded through other comprehensive income

 

(217

)

Acquisition of Bluestone

 

(1,137

)

Exchange differences

 

1,284

 

Balance, March 31, 2025

 

(13,921

)

The deferred income tax and social contribution are calculated on tax loss carryforwards and the temporary differences between the tax bases of assets and liabilities and their carrying amounts, as follows:

 

2025

 

2024

Provision for mine closure and restoration

 

8,668

 

 

7,057

 

Tax losses carried forward

 

5,296

 

 

5,831

 

Amortization of intangibles

 

5,596

 

 

5,689

 

Non-deductible provisions

 

9,770

 

 

11,235

 

Non-deductible exchange changes

 

1,568

 

 

(442

)

Deferred taxes over non-monetary items

 

(31,741

)

 

(34,974

)

Depreciation

 

(11,986

)

 

(9,198

)

Advance payments

 

(3,330

)

 

(3,488

)

Others

 

2,238

 

 

1,925

 

Total of deferred tax assets and liabilities

 

(13,921

)

 

(16,365

)

     

 

   

 

Fair value of financial instruments

 

(1,049

)

 

(832

)

Total of deferred tax on OCI

 

(1,049

)

 

(832

)

c)      Effective tax rate

 

For the
three months
ended
March 31,
2025

 

For the
three months
ended
March 31,
2024

Income (loss) before Income taxes

 

(54,949

)

 

1,771

 

Income taxes at statutory rate applicable to the parent Company (0%)

 

 

   

 

     

 

   

 

Adjustments for calculating the effective rate

   

 

   

 

Tax calculated at the domestic rates

 

(17,721

)

 

(8,356

)

Non-deductible expenses/non-taxable (income)

 

813

 

 

(83

)

Unrecognized deferred tax asset (losses carried forward)

 

(1,096

)

 

(2,397

)

Tax exemptions

 

1,616

 

 

977

 

Withholding taxes on distribution

 

(1,111

)

 

 

Deferred taxes over non-monetary items

 

3,234

 

 

976

 

Others

 

(4,035

)

 

(2,105

)

Income tax expense

 

(18,300

)

 

(10,988

)

Effective tax rate

 

33.3

%

 

(620.4

)%

F-17

Table of Contents

Aura Minerals Inc.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the three months ended March 31, 2025 and December 31, 2024
Expressed in thousands of United States dollars, except where otherwise noted.

15     PROVISION FOR MINE CLOSURE AND RESTORATION

The movements for the three months ended March 31, 2025 and 2024 are as follow:

 

2025

 

2024

Balance, beginning of year

 

50,573

 

48,727

 

Bluestone acquisition

 

9,668

 

 

Accretion expense (note 23)

 

1,666

 

1,533

 

Foreign exchange

 

305

 

(11

)

Balance, end of period

 

62,212

 

50,249

 

Provision for mine closure and restoration is related to the closure costs and environmental restoration associated with mining operations. The provisions have been recorded at their net present values, using a discount rate for each entity based on their life of mine and the corresponding country treasury bill rates of 11.73%, 10.02%, and 7.22% in March 31, 2025 and December 31, 2024 for, Brazil, Mexico, and Honduras, respectively. The provisions have been re-measured at each reporting date, with the accretion expense being recorded as a finance cost.

16     OTHER PROVISIONS

 

Long-term
employee
benefits

 

Provision
for judicial
contingencies

 

CVRs

 

Total

At December 31, 2023

 

11,964

 

 

672

 

 

12,636

 

Periodic service and finance cost (Note 23)

 

367

 

 

 

 

367

 

Change in provision for the period

 

198

 

 

69

 

 

267

 

Settlement during the period

 

(262

)

 

 

 

(262

)

At March 31, 2024

 

12,267

 

 

741

 

 

13,008

 

     

 

           

 

At December 31, 2024

 

13,860

 

 

3,284

 

 

17,144

 

Periodic service and finance cost (Note 23)

 

338

 

 

 

 

338

 

Change in provision for the period

 

209

 

 

2,073

 

 

2,282

 

Addition (Note 5)

 

 

 

 

9,120

 

9,120

 

Settlement during the period

 

(1,012

)

 

 

 

(1,012

)

At March 31, 2025

 

13,395

 

 

5,357

 

9,120

 

27,872

 

17     OTHER LIABILITIES

 

2025

 

2024

NSR royalty (note 17 (a))

 

477

 

971

Lease payment obligation (note 17 (b))

 

23,265

 

24,251

Total other liabilities

 

23,742

 

25,222

Current

 

14,711

 

14,190

Non-current

 

9,031

 

11,032

F-18

Table of Contents

Aura Minerals Inc.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the three months ended March 31, 2025 and December 31, 2024
Expressed in thousands of United States dollars, except where otherwise noted.

17     OTHER LIABILITIES (cont.)

a)      NSR Royalty

The movements for the three months ended March 31, 2025 and 2024 of the NSR Royalty are as follows:

 

2025

 

2024

Balance, beginning of year

 

971

 

 

826

 

Royalty payments

 

(981

)

 

(825

)

Increase in NSR obligations

 

487

 

 

410

 

Balance, end of the period

 

477

 

 

411

 

b)      Lease Payment Obligation

The movements for the three months ended March 31, 2025 and 2024 of the lease liability obligation are as follows:

 

2025

 

2024

Balance, beginning of year

 

24,251

 

 

38,654

 

Bluestone acquisition

 

7

 

 

 

Change in estimate

 

56

 

 

122

 

Accretion expense (Note 23)

 

1,595

 

 

2,009

 

Lease payments (Principal)

 

(3,331

)

 

(3,238

)

Lease payments (Interest)

 

(908

)

 

(1,169

)

Foreign exchange

 

1,595

 

 

(1,263

)

Balance, end of period

 

23,265

 

 

35,115

 

Current

 

14,234

 

 

13,722

 

Non-current

 

9,031

 

 

21,393

 

The weighted average discount rate applied to the lease liabilities within the period ended March 31, 2025 11.73% (13.15% and 9% for the period ended March 31, 2024), based on their corresponding country treasury bill rates.

Lease liabilities are reflected within the current and long-term liabilities in the consolidated statements of financial position. The finance cost or amortization of the discount on the lease liabilities are charged to the consolidated statements of income using the effective interest method.

18     EQUITY

The Company has authorized an unlimited number of common shares, being subscribed 73,313,197 as of March 31, 2025 (72,399,495 as of December 31, 2024).

As of March 31, 2025, the Company had 1,500,992 options issued and outstanding (1,052,589 as of December 31, 2024). The share-based payment expense is measured at fair value and recognized over the vesting period from the date of grant, and for the period ended March 31, 2025 and 2024, share-based payment expense recognized in general and administrative expenses was $73 and $52 respectively. During the period ended March 31, 2025 the Company granted 448,398 new stock options.

Repurchase of shares

On March 14 2024, the Company announced a new normal course issuer bid (“New NCIB”) for its TSX listed shares and a buyback program for its Brazilian Depositary Receipts (“BDRs”) listed in the Brazilian Stock Exchange (“B3”). The limit for purchases under the NCIB and the BDR Buyback Program was a combined aggregate limit, representing, altogether, 2,261,426 Common Shares, or 10% of the public float.

F-19

Table of Contents

Aura Minerals Inc.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the three months ended March
31, 2025 and December 31, 2024
Expressed in thousands of United States dollars, except where otherwise noted.

18     EQUITY (cont.)

For the period ended March 31, 2025 the Company has repurchased 162,826 common shares of its Brazilian Depositary Receipts and 20,424 common shares under the NCIB, for $849 and $351, respectively, for a total of $1,200 recorded directly in share capital. During this period, the Company has canceled (96,141) shares from the total repurchased.

NCIB and BDR Buyback Renewal

On March 24, 2025, Aura announced the renewal of its Normal Course Issuer Bid (NCIB) and concurrent Buyback Program for Brazilian Depositary Receipts (BDRs). The renewed NCIB allows the Company to repurchase up to 2.69 million common shares, representing 10% of the public float, while the BDR program permits the repurchase of up to 8.08 million BDRs — each equivalent to one-third of a common share — on the B3.

19     REVENUE

 

For the
three months
ended
March 31,
2025

 

For the
three months
ended
March 31,
2024

Gold

 

111,542

 

 

87,916

 

Copper & Gold concentrate

 

52,757

 

 

45,150

 

Provisional prices

 

(2,495

)

 

(988

)

Revenue

 

161,804

 

 

132,078

 

Revenues for the Minosa, Apoena and Almas mines relate to the sale of refined gold and for the Aranzazu mine relates to the sale of copper concentrate. The Company’s revenues are concentrated in 5 clients (see Note 26(d)).

For the period ended March 31, 2025, Brazil, Mexico and Honduras represented 39.3%, 31.1% and 29.6% respectively of the Company´s revenue (38.1%, 33.4% and 28.5% for the period ended March 31, 2024).

For the period ended March 31, 2025, the Company´s main clients Asahi Refining USA Inc, Trafigura México, S.A. de C.V.and Auramet International, represented 39.5%, 30.0% and 26.7% respectively of the Company´s revenue (22.1%, 31.1% and 46.8% for the period ended March 31, 2024).

20     COST OF GOODS SOLD BY NATURE

 

For the
three months
ended
March 31,
2025

 

For the
three months
ended
March 31,
2024

Direct mine and mill costs

 

(44,919

)

 

(38,859

)

Direct mine and mill costs – Contractors

 

(15,467

)

 

(20,024

)

Direct mine and mill costs – Salaries

 

(9,126

)

 

(10,405

)

Depletion and amortization

 

(13,864

)

 

(16,109

)

Total

 

(83,376

)

 

(85,397

)

F-20

Table of Contents

Aura Minerals Inc.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the three months ended March
31, 2025 and December 31, 2024
Expressed in thousands of United States dollars, except where otherwise noted.

21     GENERAL AND ADMINISTRATIVE EXPENSES

 

For the
three months
ended
March 31,
2025

 

For the
three months
ended
March 31,
2024

Salaries, wages, benefits and bonus

 

(3,780

)

 

(3,420

)

Professional and consulting fees

 

(2,048

)

 

(1,600

)

Legal fees

 

(244

)

 

(229

)

Insurance

 

(196

)

 

(386

)

Directors’ fees

 

(671

)

 

(154

)

Travel expenses

 

(361

)

 

(219

)

Share-based payment expense (Note 18)

 

(73

)

 

(52

)

Depreciation and amortization

 

(199

)

 

(635

)

Care and maintenance

 

(500

)

 

(421

)

Other

 

(1,564

)

 

(1,163

)

Total

 

(9,636

)

 

(8,279

)

22     EXPLORATION EXPENSES

 

For the
three months
ended
March 31,
2025

 

For the
three months
ended
March 31,
2024

Minosa

 

(236

)

 

(1

)

Almas

 

(237

)

 

 

Apoena

 

(124

)

 

(48

)

Aranzazu

 

(709

)

 

(1,110

)

Borborema project

 

(70

)

 

 

Projects

 

 

 

(783

)

Total

 

(1,376

)

 

(1,942

)

F-21

Table of Contents

Aura Minerals Inc.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the three months ended March
31, 2025 and December 31, 2024
Expressed in thousands of United States dollars, except where otherwise noted.

23     FINANCE EXPENSE

 

For the
three months
ended
March 31,
2025

 

For the
three months
ended
March 31,
2024

Accretion expense (Note 15)

 

(1,666

)

 

(1,533

)

Lease interest expense (Note 17 (b))

 

(1,595

)

 

(2,009

)

Interest expense on loans and debentures (Note 24 (a))

 

(5,755

)

 

(4,217

)

Finance cost on post-employment benefit

 

(338

)

 

(367

)

Unrealized loss with derivative gold collars (Note 25 (a) (ii))

 

(100,210

)

 

(19,495

)

Realized loss with derivative gold collars

 

(6,036

)

 

 

Loss on other derivative transactions

 

(1,827

)

 

(1,757

)

Change in liability measured at fair value

 

(2,359

)

 

(2,633

)

Foreign exchange

 

(3,176

)

 

(2,090

)

Other finance costs

 

(430

)

 

(847

)

Finance expenses

 

(123,392

)

 

(34,948

)

     

 

   

 

Interest income

 

1,781

 

 

853

 

Finance income

 

1,781

 

 

853

 

Total finance result

 

(121,611

)

 

(34,095

)

24     CASH FLOW INFORMATION

a)      Items adjusting (loss) of the period

For the period ended March 31,

 

2025

 

2024

Deferred and current income tax expense

 

18,300

 

10,998

 

Depreciation and amortization (Note 11)

 

14,063

 

16,384

 

Accretion expense (Note 23)

 

1,666

 

1,533

 

Lease Interest expense (Note 23)

 

1,595

 

2,009

 

Interest expense on loans and debentures (Note 23)

 

5,755

 

4,217

 

Periodic service, past service and finance costs on post-employment benefit

 

338

 

367

 

Unrealized loss on derivatives gold collars (Note 23)

 

100,210

 

19,495

 

Realized loss on derivatives gold collars (Note 23)

 

6,036

 

 

Loss on other derivatives (Note 23)

 

1,827

 

1,757

 

Foreign exchange loss (Note 23)

 

3,176

 

2,090

 

Change in fair value in liability measured at fair value

 

2,359

 

2,633

 

Share-based payment expense (Note 18)

 

73

 

52

 

Change in estimate for mine closure and restoration

 

 

(377

)

Loss on disposal of assets

 

95

 

399

 

Other non-cash items

 

76

 

612

 

Total

 

155,569

 

62,169

 

F-22

Table of Contents

Aura Minerals Inc.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the three months ended March 31, 2025 and December 31, 2024
Expressed in thousands of United States dollars, except where otherwise noted.

24     CASH FLOW INFORMATION (cont.)

b)      Changes in working capital

For the period ended March 31,

 

2025

 

2024

Increase in accounts receivables and value added taxes and other recoverable taxes

 

(7,948

)

 

(3,126

)

Increase in inventory

 

(4,454

)

 

(4,490

)

(Decrease) in trade and other payables

 

(1,733

)

 

(10,155

)

Total

 

(14,135

)

 

(17,771

)

c)      Other current and non-current assets and liabilities

For the period ended March 31,

 

2025

 

2024

Changes in other current and non-current assets and liabilities consists of:

   

 

   

 

(Increase) Decrease in other receivables and assets (non-current)

 

(2,652

)

 

131

 

(Increase) in other receivables and assets (current)

 

(86

)

 

(310

)

Decrease in non-current inventories

 

121

 

 

186

 

(Decrease) in other liabilities (current and non-current)

 

(7,466

)

 

(38

)

Total

 

(10,083

)

 

(31

)

d)      Non-cash transactions on investing activities consist of:

For the period ended March 31,

 

2025

 

2024

Non-cash addition to property, plant and equipment

 

2,299

 

399

Total

 

2,299

 

399

e)      Loans, debentures and derivatives reconciliation

 

Loans and
debentures

 

Derivatives

Balance as of December 31, 2023

 

333,589

 

 

32,005

Changes from Financing cash flows:

   

 

   

Loan and debentures repayments

 

(13,792

)

 

Loan proceeds

 

15,000

 

 

Interest paid on loans*

 

(8,551

)

 

Interest paid on debentures*

 

(5,051

)

 

Derivative settlement

 

 

 

2,868

     

 

   

Other Changes:

   

 

   

Interest expenses on loans

 

5,556

 

 

Interest expenses on debentures

 

2,241

 

 

F-23

Table of Contents

Aura Minerals Inc.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the three months ended March 31, 2025 and December 31, 2024
Expressed in thousands of United States dollars, except where otherwise noted.

24     CASH FLOW INFORMATION (cont.)

 

Loans and
debentures

 

Derivatives

Derivative result

 

 

 

(768

)

Foreign exchange adjustments

 

(1,954

)

 

1,589

 

Derivative settlement (withholding taxes)

 

 

 

506

 

Swap fair value adjustment

 

 

 

462

 

Gold Hedges fair value adjustment

 

 

 

19,495

 

Other derivatives fair value adjustment

 

 

 

1,757

 

Balance as of March 31, 2024

 

327,038

 

 

57,914

 

Balance as of December 31, 2024

 

443,104

 

 

139,490

 

Acquisition of Bluestone

 

19,900

 

   

 

     

 

   

 

Changes from Financing cash flows:

   

 

   

 

Loan and debentures repayments

 

(11,455

)

 

 

Interest paid on loans*

 

(7,775

)

 

 

Derivative settlement (Gold Hedges)

 

 

 

(6,036

)

Derivative settlement (Other derivatives)

 

 

 

(417

)

     

 

   

 

Other Changes:

   

 

   

 

Interest expenses on loans

 

4,889

 

 

 

Interest expenses on debentures

 

5,963

 

 

 

Derivative result

 

 

 

(2,854

)

Foreign exchange adjustments

 

13,061

 

 

(12,792

)

Swap fair value adjustment

 

 

 

2,802

 

Gold Hedges fair value adjustment

 

 

 

106,246

 

Other derivatives fair value adjustment

 

 

 

1,827

 

Balance as of March 31, 2025

 

467,687

 

 

228,266

 

____________

*        Interest payment on loans and debentures are being presented under financing activities in the Consolidated Statements of Cash Flows

25     FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENT

a)      Financial Instruments

The Company has the following derivative financial instruments in the following line items in the consolidated statements of financial position:

Derivatives Contracts

 

Current/Non-Current

 

Asset/
(Liability) at
March 31,
2025

 

Asset/
(Liability) at
December 31,
2024

Swap – Aura Almas (Itaú Bank)

 

Non-current

 

(2,320

)

 

(15,164

)

Swap – Apoena Mines (Bradesco and ABC Bank)

 

Current

 

(5,282

)

 

(3,872

)

Gold Derivatives

 

Current/Non-current

 

(220,664

)

 

(120,454

)

Total

     

(228,266

)

 

(139,490

)

F-24

Table of Contents

Aura Minerals Inc.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the three months ended March 31, 2025 and December 31, 2024
Expressed in thousands of United States dollars, except where otherwise noted.

25     FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENT (cont.)

Classification of financial instruments

     

March 31, 2025

 

December 31, 2024

   

Note

 

Measured at
amortized
cost

 

Fair value
through
profit &
loss

 

Fair value
through
OCI

 

Measured at
amortized
cost

 

Fair value
through
profit &
loss

 

Fair value
through
OCI

Assets

                           

Current

                           

Cash and cash equivalents

 

6

 

198,066

 

 

 

270,189

 

 

Accounts receivable

 

7

 

2,220

 

13,231

 

 

2,354

 

13,480

 

Non-current

                           

Other receivables and assets

 

10

 

 

 

1,836

 

 

 

3,454

       

200,286

 

13,231

 

1,836

 

272,543

 

13,480

 

3,454

                             

Liabilities

                           

Current

                           

Trade and other payables

 

12

 

103,793

 

 

 

98,067

 

 

Derivative Financial Instrument

 

25

 

 

26,578

         

19,302

   

Current portion of loan and debentures

 

13

 

90,625

 

10,228

     

78,115

 

3,892

 

Liability measured at fair value

 

14

 

 

3,829

 

 

 

3,362

 

Other liabilities

 

18

 

14,711

     

 

14,190

 

 

Non-current

                           

Derivative Financial Instrument

 

25

 

 

199,368

 

2,320

 

 

105,024

 

15,164

Non-Current portion of loan and debentures

 

13

 

195,522

 

171,312

 

 

202,474

 

158,623

 

Liability measured at fair value

     

 

15,537

 

 

 

14,387

 

Other provisions

 

16

 

 

9,120

 

 

 

 

Other liabilities

 

17

 

9,031

 

 

 

11,032

 

 

       

413,682

 

435,972

 

2,320

 

403,878

 

304,590

 

15,164

i)       Swap agreements:

As of March 31, 2025 and December 31, 2024, the Company has the following swap agreements:

Derivatives Contracts

 

Commodity/
index

 

Current/
Non-Current

 

Asset/
(Liability) at
2025

 

Asset/
(Liability) at
2024

Swap – Aura Almas (Itaú Bank)(a)

 

CDI

 

Non-current

 

(2,320

)

 

(15,164

)

Swap – Apoena Mines (Bradesco and ABC Bank)

 

CDI

 

Current

 

(5,282

)

 

(3,872

)

Total

         

(7,602

)

 

(19,036

)

____________

(a)      The swap agreements from the Company´s subsidiary, Almas, was designated as a hedge accounting.

F-25

Table of Contents

Aura Minerals Inc.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the three months ended March 31, 2025 and December 31, 2024
Expressed in thousands of United States dollars, except where otherwise noted.

25     FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENT (cont.)

ii)      Derivative Options

ii)      a — Derivative Collars — Almas and Apoena

As of March 31, 2025, the Company had 17,264 outstanding zero cost put/call collars for the Almas Project. The zero-cost put/calls collars have floor prices of $1,558 (average: $1,558) and ceiling prices between $2,280 and $2,450 (average: $2,333) per ounce of gold. The expiration dates are between April 2025 and June 2025.

For Apoena Mines, as of March 31, 2025 Mineração Apoena S.A. had zero cost put/call collars for 3,750 ounces of gold with floor price of $1,400 and ceiling price of $2,100 per ounce of gold. The expiration dates are between April 2025 and December 2025.

ii)      b — Derivative Collars Borborema Project

As of March 31, 2025, the Company had 225,996 ounces outstanding for the Borborema Project. The put/calls collars have floor prices of $1,745 and ceiling prices at $2,400 per ounce of gold expiring between July 2025 and June 2028.

The fair value effect of both the Derivative Zero Cost Collars and the Derivative Collars Borborema Project for the three-months ended March 31, 2025 and 2024 is ($100,210) and ($19,495) respectively, recorded as a finance expenses loss in the financial statements.

As of the date of these Unaudited Condensed Interim Financial Statements, the Company and its subsidiaries have no agreements in place with financial institutions which would require the Company to post cash or any other type of collateral to cover fair value exposure against the Company.

b)      Fair value of financial instruments

The Company measures certain of its financials assets and liabilities at fair value on a recurring basis and these are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. There are three levels of the fair value hierarchy that prioritize the inputs to valuation techniques used to measure fair value:

1)      Level 1, which are inputs that are unadjusted quoted prices in active markets for identical assets or liabilities;

2)      Level 2, which are inputs other than Level 1 quotes prices that are observable, either directly or indirectly, for the asset or liability; and,

3)      Level 3, which are inputs for the asset or liability that are not based on observable market data.

Additionally, the Company classifies derivative assets and liabilities in Level 2 of the fair value hierarchy as they are valued using pricing models which require a variety of inputs such as expected gold price.

F-26

Table of Contents

Aura Minerals Inc.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the three months ended March 31, 2025 and December 31, 2024
Expressed in thousands of United States dollars, except where otherwise noted.

25     FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENT (cont.)

The fair value of the Company’s financial assets and liabilities measured at fair value on a recurring basis at March 31, 2025 and December 31, 2024 are summarized in the following table:

     

March 31, 2025

 

December 31, 2024

   

Level

 

Fair value
through
profit & loss

 

Fair value
through
OCI

 

Fair value
through
profit & loss

 

Fair value
through
OCI

Assets

                   

Accounts receivable

 

2

 

13,231

 

 

13,480

 

Other receivables and assets

 

1

 

 

1,836

 

 

3,482

       

13,231

 

1,836

 

13,480

 

3,482

                     

Liabilities

                   

Debentures

 

2

 

181,540

 

 

162,515

 

Liability measured at fair value

 

3

 

19,366

 

 

17,749

 

Derivative Financial Instrument

 

2

 

225,946

 

2,320

 

124,326

 

15,164

Other provisions

 

3

 

9,120

 

 

 

       

435,972

 

2,320

 

304,590

 

15,164

Valuation inputs and relationships to fair value

The following table summarizes the quantitative information about the significant unobservable inputs used in level 3 fair value measurements:

Description

 

Fair value at

 

Unobservable
inputs

 

Inputs

 

Relationship of
unobservable inputs to
fair value

March 31,
2025

 

December 31,
2024

 

2025

 

2024

 

Liability measured at fair value (NSR agreement))

 

19,366

 

17,749

 

Expected production of gold ounces

 

747,704

 

 

747,704

 

If expected production of gold ounces were 10% higher or lower, the fair value would increase/decrease by $1,876

 

Contingent Value Rights (CVRs)

 

9,120

 

 

Commercial Production

 

(a

)

 

 

(a

)

____________

(a)      The Company assessed the probability of achieving commercial production, which is defined on Note 5, over various time horizons, primarily within a 0 to 20-year range, while also recognizing a residual probability of timelines extending beyond 20 years. If expected commercial production probability varies by 10% on the lower and higher ends of these time horizons, the fair value would increase by $1,053 and decrease by $1,099, respectively.

Valuation process

The finance department of the Company includes a team that performs the valuations of non-property items required for financial reporting purposes, including level 3 fair values.

The main level 3 inputs used by the Company are derived and evaluated as follows:

        Discount rates for financial assets and financial liabilities are determined using a capital asset pricing model to calculate a pre-tax rate that reflects current market assessments of the time value of money and the risk specific to the asset.

F-27

Table of Contents

Aura Minerals Inc.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the three months ended March 31, 2025 and December 31, 2024
Expressed in thousands of United States dollars, except where otherwise noted.

25     FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENT (cont.)

        Risk adjustments specific to the counterparties (including assumptions about credit default rates) are derived from credit risk gradings determined by internal credit risk management group.

        Probability of commercial production achievement and expected timing of payment.

There was no significant changes on the key inputs into the Monte Carlo simulation model for the liability measured at fair value (NSR agreement) used for the period ended March 31, 2025.

26     FINANCIAL RISK MANAGEMENT

a)      Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company manages its liquidity risk through a planning and budgeting process, which is reviewed and updated, to help determine the funding requirements to support the Company’s current operations and expansion and development plans and by managing its capital structure as described in Note 27 below.

Aura’s objective is to ensure that there are sufficient committed financial resources to meet its short-term business requirements for a minimum of twelve months. In the normal course of business, Aura enters into contracts that give rise to commitments for future payments as disclosed in the following table:

As of March 31, 2025

 

Within
1 year

 

2 to 3
years

 

4 to 5
years

 

Over 5
years

 

Total

Trade and other payables

 

103,793

 

 

 

 

103,793

Loans and debentures

 

123,477

 

202,683

 

162,807

 

53,396

 

542,363

Provision for mine closure and restoration

 

10,574

 

6,441

 

9,532

 

37,049

 

63,596

Lease liabilities

 

10,205

 

13,927

 

 

 

24,132

Liability measured at fair value

 

3,324

 

4,514

 

5,537

 

25,258

 

38,633

   

251,373

 

227,565

 

177,876

 

115,703

 

772,517

As of December 31, 2024

 

Within
1 year

 

2 to 3
years

 

4 to 5
years

 

Over 5
years

 

Total

Trade and other payables

 

98,067

 

 

 

 

98,067

Loans and debentures

 

84,518

 

196,356

 

146,976

 

46,140

 

473,990

Provision for mine closure and restoration

 

9,674

 

5,431

 

8,132

 

35,049

 

58,286

Lease liabilities

 

12,305

 

14,937

 

 

 

27,242

Liability measured at fair value

 

3,915

 

4,332

 

4,882

 

22,860

 

35,989

   

208,479

 

221,056

 

159,990

 

104,049

 

693,574

As of March 31, 2025, Aura has cash and cash equivalents of $198,066 ($270,181 as of December 31, 2024) and working capital of $38,237 ($200,462 as of December 31, 2024) (current assets, excluding restricted cash less current liabilities).

b)      Currency risk

Aura’s operations are located in Honduras, Brazil and Mexico, therefore, foreign exchange risk exposures arise from transactions denominated in foreign currencies. Although Aura’s sales are denominated in United States dollars, certain operating expenses of Aura are denominated in foreign currencies, primarily the Honduran lempira, Brazilian real, Mexican peso, Canadian dollar and Colombian peso.

F-28

Table of Contents

Aura Minerals Inc.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the three months ended March 31, 2025 and December 31, 2024
Expressed in thousands of United States dollars, except where otherwise noted.

26     FINANCIAL RISK MANAGEMENT (cont.)

Financial instruments that impact Aura’s net losses or other comprehensive losses due to currency fluctuations include cash and cash equivalents, accounts receivable, other long-term assets, accounts payable and accrued liabilities, short term loans and other provisions denominated in foreign currency.

At March 31, 2025 and December 31, 2024 , the Company had cash and cash equivalents of $198,066, and $270,189, respectively, of which, $155,206 ($229,525 in 2024) were in United States dollars, $196 ($265 in 2024) in Canadian dollars, $27,734 ($28,997 in 2024) in Brazilian real, $13,827 ($11,229 in 2024) in Honduran lempiras, $1,076 ($158 in 2024) in Mexican pesos, $27 ($14 in 2024) in Colombian Pesos, $37 ($0 in 2024) in Guatemalan Quetzals and $6 ($0 in 2024) in Barbadian Dollars. An increase or decrease of 5% in the United States dollar exchange rate to the currencies listed above could have increased or decreased the Company’s income for the year by $2,143.

c)      Interest rate risk

The Company’s policy is to minimize interest rate cash flow risk exposures on long-term financing. Longer-term borrowings are therefore usually at fixed rates. As of March 31, 2025, the Company is exposed to changes in market interest rates through a bank borrowing at SOFR interest rate at its subsidiary Aranzazu. All other borrowings are at fixed interest rates or are linked to a swap instrument, minimizing the risk of interest rate exposure. The Company concluded that its exposure to interest rates is immaterial.

d)      Credit risk

Credit risk is the risk that a counterparty fails to discharge an obligation to the Company. The Company is exposed to credit risk from financial assets including cash and cash equivalents held at banks, trade and other receivables. The credit risk is managed based on the Company’s credit risk management policies and procedures.

The credit risk in respect of cash balances held with banks and deposits with banks are managed via diversification of bank deposits.

At March 31, 2025, the Company believes that its trade credit risk is low due to the following reasons:

     For the sales of refined gold from Almas, Apoena e Minosa, the Company collects payments in advance of delivering its products to its clients.

     For the sale of copper and gold concentrate from Aranzazu, the Company sells its products to wholly-owned subsidiary of Trafigura Group Pte. Ltd, an investment grade company. The accounts receivable is generally collected within 15 days from the issuance of the invoice.

e)      Market risk

Commodity derivatives transactions — Gold collars

As mentioned in Note 25, the Company uses gold collars in order to mitigate the risk of decline in gold prices for a portion of its projected future production associated with the construction of new projects.

To calculate an expected increase/decrease in the fair value balances of potential increases or decrease in gold prices, the Company used a variation of plus or minus 10% change in gold prices in relation to the March 31, 2025 closing prices.

F-29

Table of Contents

Aura Minerals Inc.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the three months ended March 31, 2025 and December 31, 2024
Expressed in thousands of United States dollars, except where otherwise noted.

26     FINANCIAL RISK MANAGEMENT (cont.)

Liability measured at fair value

The Company entered a Net Smelter Return Royalty Agreement that contains more than one embedded derivative, that is being accounted at fair value through profit or loss, and it is exposed to gold prices that can affect its future cash flows.

Gold linked Loan

Borborema Inc entered into a Gold-Linked Loan with embedded derivatives measured at fair value through profit and loss that has quarterly payments of gold ounces that are exposed to gold prices that can affect its future cash flows.

The reasonably possible scenario of the potential effects on the statement of income (loss) from outstanding transactions, the Company used a variation in the closing and future gold price of 10%. To simulate the potential scenario to reflect the potential effects on the statement of income (loss) from outstanding transactions, the Company used a variation in the closing and future gold price of 10%. The sensitivity analysis of these derivative financial instruments is presented as follows:

Instrument

 

Instrument’s main risk
events

 

Reasonable
scenario

 

$ Impact

Derivative financial instruments (Gold collars)

 

Gold price increase/decrease

 

∆ 10%

 

70,000

Liability measured at fair value

 

Gold price increase/decrease

 

∆ 10%

 

1,923

Loans and debentures (Gold linked loan)

 

Gold price increase/decrease

 

∆ 10%

 

433

27     CAPITAL MANAGEMENT

Aura’s objectives in managing capital are to ensure sufficient liquidity is maintained in order to properly develop and operate its current projects and pursue strategic growth initiatives, to ensure that externally imposed capital requirements related to any debt obligations are complied with, and to provide returns for shareholders and benefits to other stakeholders. In assessing the capital structure of the Company, management includes in its assessment the components of shareholders’ equity and long-term debt. The Company manages its capital structure considering changes in economic conditions, the risk characteristics of the underlying assets, and the Company’s liquidity requirements. To maintain or adjust the capital structure, the Company may be required to issue common shares or debt, repay existing debt, acquire or dispose of assets, or adjust amounts of certain investments.

In order to facilitate management of capital, the Company prepares annual budgets which are updated periodically if changes in the Company’s business are considered to be significant. The Board of Directors of the Company reviews and approves all operating and capital budgets as well as the entering into any material debt obligations, and any material transactions out of the ordinary course of business, including dispositions, acquisitions and other investments or divestitures. In order to maintain or adjust the capital structure, the company may adjust the amount of dividends paid to shareholders, return capital to shareholders, and issue new shares to reduce debt.

On February 26, 2025 Aura’s Board of Directors has declared and approved the payment of dividends for a total of $18.3 million, $0.25 per share and $0.08 per Brazilian Depositary Receipt (“BDR”). The dividend was paid on March 28, 2025.

F-30

Table of Contents

Aura Minerals Inc.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the three months ended March 31, 2025 and December 31, 2024
Expressed in thousands of United States dollars, except where otherwise noted.

28     RELATED PARTY TRANSACTIONS

Key Management Compensation

Total compensation paid to key management personnel (including based salaries, bonuses and other benefits), remuneration of directors and other members of key executive management personnel for the three-months ended March 31, 2025 and 2024 were $357 and $1,615, respectively.

Director’s fees

Management had issued 189,795 deferred stock units (DSUs) to certain directors and former directors of the Company in 2016. The DSUs are recognized at the fair value of the Company shares based on the provisions of the agreements and will be settled in cash. The balance of the DSUs as of March 31, 2025 is $1,612 ($1,216 as of December 31, 2024) and is included as part of Trade and other payables.

Iraja Royalty Payments

As part of the Apoena Mines transaction with Yamana Gold Inc. (“Yamana”), Mineracao Apoena S.A. (“Apoena”) entered into a royalty agreement (the “EPP Royalty Agreement”), dated June 21, 2016, with Serra da Borda Mineracao e Metalurgia S.A. (“SBMM”), Yamana’s wholly-controlled subsidiary. Commencing on and from June 21, 2016, Apoena would pay to SBMM a royalty (the “Royalty”) that is equal to 2.0% of Net Smelter Returns on all gold mined or benefited from Apoena (the “Subject Metals”) sold or deemed to have been sold by or for Apoena.

Effective as at such time as Apoena has paid the Royalty on up to 1,000,000 troy ounces of the Subject Metals, the Royalty shall without the requirement for any further act or formality, reduce to 1.0% of Net Smelter Returns on all Subject Metals sold or deemed to have been sold by or for Apoena.

On October 27, 2017, SBMM entered into an agreement (the “Royalty Swap Agreement”) with Iraja Mineracao Ltda., a company controlled by the same controlling group, a third-party company, for the swap of the EPP Royalty with the RDM Royalty (as defined in the Royalty Swap Agreement) with no change to the terms of the royalty calculation. Aura has incurred expenses of the related royalties of $792 in the there month ended March 31, 2025 ($571: 2024).

Royalty Agreement for Aura Almas

The Company, through its wholly owned subsidiaries Almas, maintains a royalty agreement with Irajá Mineração Ltda.., a company controlled by the same controlling group of Aura, whereby the subsidiary pays 1.2% of the Net Smelter Returns on all gold mined or sold. Aura has incurred expenses of the related royalties of $991 in the period ended March 31, 2025.

F-31

Table of Contents

Aura Minerals Inc.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the three months ended March 31, 2025 and December 31, 2024
Expressed in thousands of United States dollars, except where otherwise noted.

28     RELATED PARTY TRANSACTIONS (cont.)

Royalty Agreement for Matupá

The Company, through its wholly owned subsidiary Matupá, maintains a royalty agreement with Irajá Mineração Ltda., a company controlled by the same controlling group of Aura, whereby the subsidiary will pay 1.2% of the Net Smelter Returns on all gold mined or sold, from the moment that is declared commercial production. The subsidiary is currently in care and maintenance.

Dividends payable to Northwestern

Northwestern, a company controlled by the Chairman of the Board, is the majority shareholder of Aura with approximately 54.1% ownership as of March 31, 2025 (54.8% as of December 31, 2024).

In the three-month ended March 31, 2025, the Company paid to Northwestern the total amount of $9.9 million of dividends.

Employee withholding taxes payable to the Company

In March 2021, certain key executives of the Company exercised their stock options in return for shares of the Company. Although the executives received shares of the Company instead of a cash payment at the time of the exercise, the Company, following local tax regulation, had the obligation to immediately retain withholding taxes calculated on the expected gain at the time of the exercise, in favor of the local tax authorities. The Board of Directors of the Company authorized such employees to reimburse the Company of such withholding taxes in a maximum period of 18 months (extended until September 2025) with bearing an interest rate of equal or higher of the Applicable Federal Rates (“AFR”) of the month when the withholding tax was retained. Such outstanding balance is guaranteed by shares of the Company owned by such executives in a proportion of 150% of the outstanding balance, and the Company has the right to demand additional shares as collateral in case of reduction of the market price of the shares. Additionally, the receivable becomes immediately due by the employees in case of employment termination. As of March 31, 2025, the total outstanding balance to be received by the Company is $3,129 ($3,129 as of December 31, 2024).

29     SEGMENT INFORMATION

The reportable operating segments have been identified as the Minosa Mine, Apoena Mine, the Aranzazu Mine, Almas Mine, and Borborema Project. The Company manages its business, including the allocation of resources and assessment of performance, on a project-by-project basis, except where the Company’s projects are substantially connected and share resources and administrative functions. The segments presented reflect the way in which the Company’s management reviews its business performance. Operating segments are reported in a manner consistent with the internal reporting provided to executive management who act as the chief operating decision makers. Executive management is responsible for allocating resources and assessing the performance of the operating segments.

During the period ended March 31, 2025, the Borborema Project was included as a reportable operating segment, as it became a distinct area of focus subject to regular review by Chief Operating Decision Maker (CODM). Additionally, the Projects and Corporate segments, which were previously reported separately, no longer meet the criteria for reportable segments. Accordingly, comparative information has been recast to reflect this change and are now presented as part of non-reportable segments.

F-32

Table of Contents

Aura Minerals Inc.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the three months ended March 31, 2025 and December 31, 2024
Expressed in thousands of United States dollars, except where otherwise noted.

29     SEGMENT INFORMATION (cont.)

For the periods March 31, 2025 and 2024, segment information is as follows:

 

Reportable segments

       

For the period ended March 31, 2025

 

Minosa
Mine

 

Apoena
Mine

 

Aranzazu
Mine

 

Almas
Mine

 

Borborema
Project

 

Total
reportable
segments

 

All other
segments

 

Total

Revenue

 

48,062

 

 

26,353

 

 

50,262

 

 

37,127

 

 

 

 

161,804

 

 

 

 

161,804

 

Cost of goods sold, except depletion and amortization

 

(20,135

)

 

(11,555

)

 

(23,815

)

 

(14,007

)

 

 

 

(69,512

)

 

 

 

(69,512

)

Depletion and amortization

 

(1,341

)

 

(3,549

)

 

(6,467

)

 

(2,507

)

 

 

 

(13,864

)

 

 

 

(13,864

)

Gross profit

 

26,586

 

 

11,249

 

 

19,980

 

 

20,613

 

 

 

 

78,428

 

 

 

 

78,428

 

     

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

General and administrative expenses

 

(1,135

)

 

(1,301

)

 

(1,774

)

 

(803

)

 

84

 

 

(4,929

)

 

(4,707

)

 

(9,636

)

Exploration expenses

 

(236

)

 

(124

)

 

(709

)

 

(237

)

 

(70

)

 

(1,376

)

 

 

 

(1,376

)

Operating income/(loss)

 

25,215

 

 

9,824

 

 

17,497

 

 

19,573

 

 

14

 

 

72,123

 

 

(4,707

)

 

67,416

 

     

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

Finance income/(expense)

 

(880

)

 

(5,816

)

 

519

 

 

(276

)

 

(2,396

)

 

(8,849

)

 

(107,007

)

 

(115,856

)

Interest in loans and debentures

 

(432

)

 

(820

)

 

(553

)

 

(3,464

)

 

(486

)

 

(5,755

)

 

 

 

(5,755

)

Other (expense) income

 

(244

)

 

69

 

 

(572

)

 

(6

)

 

4

 

 

(749

)

 

(5

)

 

(754

)

Income/(Loss) before income taxes

 

23,659

 

 

3,257

 

 

16,891

 

 

15,827

 

 

(2,864

)

 

56,770

 

 

(111,719

)

 

(54,949

)

     

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

Current tax

 

(6,611

)

 

(663

)

 

(6,431

)

 

(5,998

)

 

 

 

(19,703

)

 

(1,111

)

 

(20,814

)

Deferred tax

 

393

 

 

2,005

 

 

(952

)

 

1,241

 

 

(542

)

 

2,145

 

 

369

 

 

2,514

 

Income taxes

 

(6,218

)

 

1,342

 

 

(7,383

)

 

(4,757

)

 

(542

)

 

(17,558

)

 

(742

)

 

(18,300

)

(Loss)/Profit for the year

 

17,441

 

 

4,599

 

 

9,508

 

 

11,070

 

 

(3,406

)

 

39,212

 

 

(112,461

)

 

(73,249

)

     

 

   

 

   

 

   

 

   

 

 

 

   

 

   

 

Property, plant and equipment

 

62,476

 

 

58,692

 

 

127,588

 

 

144,848

 

 

222,004

 

 

615,608

 

 

104,858

 

 

720,466

 

Total assets

 

97,195

 

 

192,410

 

 

349,317

 

 

315,583

 

 

132,444

 

 

1,086,949

 

 

52,042

 

 

1,138,991

 

Total liabilities

 

95,221

 

 

137,912

 

 

95,726

 

 

238,134

 

 

151,932

 

 

718,925

 

 

280,201

 

 

999,126

 

Purchase of property, plant and equipment

 

1,251

 

 

5,001

 

 

6,490

 

 

2,059

 

 

35,783

 

 

50,584

 

 

1,141

 

 

51,725

 

____________

(1)     Non Reportable segments are composed by Matupá, Tolda Fria, Carajás and Cerro Blanco Projects and Corporate.

F-33

Table of Contents

Aura Minerals Inc.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the three months ended March 31, 2025 and December 31, 2024
Expressed in thousands of United States dollars, except where otherwise noted.

29     SEGMENT INFORMATION (cont.)

 

Reportable segments

       

For the period ended March 31, 2024

 

Minosa
Mine

 

Apoena
Mine

 

Aranzazu
Mine

 

Almas
Mine

 

Borborema
Project

 

Total
reportable
segments

 

All other
segments

 

Total

Revenue

 

37,647

 

 

26,007

 

 

44,162

 

 

24,262

 

 

 

 

132,078

 

 

 

 

132,078

 

Cost of goods sold, except depletion and amortization

 

(23,146

)

 

(9,520

)

 

(23,289

)

 

(13,693

)

 

 

 

(69,648

)

 

 

 

(69,648

)

Depletion and amortization

 

(896

)

 

(6,415

)

 

(5,575

)

 

(2,863

)

 

 

 

(15,749

)

 

 

 

(15,749

)

Gross profit

 

13,605

 

 

10,072

 

 

15,298

 

 

7,706

 

 

 

 

46,681

 

 

 

 

46,681

 

     

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

General and administrative expenses

 

(1,149

)

 

(977

)

 

(1,312

)

 

(1,067

)

 

(142

)

 

(4,647

)

 

(3,632

)

 

(8,279

)

Exploration expenses

 

(1

)

 

(48

)

 

(1,110

)

 

 

 

 

 

(1,159

)

 

(783

)

 

(1,942

)

Operating income/(loss)

 

12,455

 

 

9,047

 

 

12,876

 

 

6,639

 

 

(142

)

 

40,875

 

 

(4,415

)

 

36,460

 

     

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

Finance income/(expense)

 

(1,658

)

 

(2,085

)

 

73

 

 

434

 

 

(5,808

)

 

(9,044

)

 

(20,830

)

 

(29,874

)

Interest in loans and debentures

 

(517

)

 

(1,557

)

 

(620

)

 

(1,527

)

 

 

 

(4,221

)

 

 

 

(4,221

)

Other (expense) income

 

(187

)

 

 

 

(296

)

 

(22

)

 

 

 

(505

)

 

(89

)

 

(594

)

Income/(Loss) before income taxes

 

10,093

 

 

5,405

 

 

12,033

 

 

5,524

 

 

(5,950

)

 

27,105

 

 

(25,334

)

 

1,771

 

     

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

Current tax

 

(3,572

)

 

(896

)

 

(4,495

)

 

(1,180

)

 

 

 

(10,143

)

 

 

 

(10,143

)

Deferred tax

 

(223

)

 

177

 

 

79

 

 

(733

)

 

 

 

(700

)

 

(145

)

 

(845

)

Income taxes

 

(3,795

)

 

(719

)

 

(4,416

)

 

(1,913

)

 

 

 

(10,843

)

 

(145

)

 

(10,988

)

(Loss)/Profit for the year

 

6,298

 

 

4,686

 

 

7,617

 

 

3,611

 

 

(5,950

)

 

16,262

 

 

(25,479

)

 

(9,217

)

     

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

Property, plant and equipment

 

55,180

 

 

78,104

 

 

123,371

 

 

145,274

 

 

78,704

 

 

480,633

 

 

23,965

 

 

504,598

 

Total assets

 

68,101

 

 

189,778

 

 

287,539

 

 

149,312

 

 

189,265

 

 

883,995

 

 

35,343

 

 

919,338

 

Total liabilities

 

87,805

 

 

156,945

 

 

61,598

 

 

97,697

 

 

137,837

 

 

541,882

 

 

73,120

 

 

615,002

 

Purchase of property, plant and equipment

 

870

 

 

1,459

 

 

7,501

 

 

2,882

 

 

16,991

 

 

29,703

 

 

 

 

29,703

 

____________

(1)      Non Reportable segments are composed by Matupá, Tolda Fria, Carajás and Cerro Blanco Projects and Corporate.

30     COMMITMENTS AND CONTINGENCIES

a)      Operating leases commitments

The Company has the following commitments for future minimum payments under operating leases:

 

2025

Within 1 year

 

14,430

2 years

 

14,150

3 years

 

3,312

4 years

 

891

Over 5 years

 

1,557

Total

 

34,340

b)      Contingencies

Certain conditions may exist as of the date of these financial statements which may result in a loss to the Company in the future when certain events occur or fail to occur. The Company assesses at each reporting date its loss contingencies related to ongoing legal proceedings by evaluating the likelihood of such proceedings, as well as the amounts claimed or expected to be claimed. Included in other provisions as of March 31, 2025, is a provision of $5,357 ($3,284 as of December 31, 2024) for loss contingencies related to ongoing legal claims.

F-34

Table of Contents

Aura Minerals Inc.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the three months ended March 31, 2025 and December 31, 2024
Expressed in thousands of United States dollars, except where otherwise noted.

31     INCOME PER SHARE

Basic income per share is calculated by dividing the income attributable to owners of the Company by the weighted average number of ordinary shares outstanding during the year.

Diluted income per share is calculated using the “treasury stock method” in assessing the dilution impact of convertible instruments until maturity. The treasury stock method assumes that all convertible instruments until maturity have been converted in determining fully diluted profit per share if they are in-the-money, except where such conversion would be anti-dilutive. In the event of a share consolidation or share division, the calculation of basic and diluted loss per share is adjusted retrospectively for all periods presented.

The following table summarizes activity for the period ended March 31, 2025 and 2024:

 

For the
three months
ended
March 31,
2025

 

For the
three months
ended
March 31,
2024

Loss for the period

 

(73,249

)

 

(9,217

)

     

 

   

 

Weighted average number of shares outstanding – basic

 

73,189,136

 

 

72,237,003

 

Weighted average number of shares outstanding – diluted

 

73,189,136

 

 

72,237,003

 

     

 

   

 

For continued operations

   

 

   

 

Total loss per share – basic

 

(1.00

)

 

(0.13

)

Total loss per share – diluted

 

(1.00

)

 

(0.13

)

32     SUBSEQUENT EVENTS

On June 2, 2025, Aura Minerals Inc., together with its wholly owned subsidiary, entered into a Share Purchase Agreement (“SPA”) with AngloGold Ashanti plc (“AngloGold”) pursuant to which Aura’s wholly owned subsidiary will acquire all of the issued and outstanding shares of Mineração Serra Grande S.A. (“MSG”), the owner and operator of the Serra Grande gold mine located in Crixás, Goiás, Brazil (the “Transaction”).

Under the terms of the SPA, Aura will pay AngloGold an upfront cash consideration of US$76 million at closing, subject to certain working capital adjustments. In addition, deferred consideration will be payable in the form of a 3% net smelter return (NSR) participation on the currently identified Mineral Resource of MSG, with payments to be made on a quarterly basis.

The Transaction excludes certain current subsidiaries of MSG, which hold assets that do not form part of MSG’s mining operations or Mineral Resources and Mineral Reserves. These subsidiaries will be spun off from MSG prior to closing of the Transaction (“MSG Subsidiaries Transfer”).

The closing of the Transaction is subject to precedent conditions, as follows:

        Approval by the Brazilian antitrust authority (CADE);

        Completion by AngloGold of the decommissioning of a legacy tailings dam storage facility;

        Completion of the MSG Subsidiaries Transfer; and

        No occurrence of a material adverse event prior to closing.

Closing is expected to occur by the third quarter of 2025, and no later than the fourth quarter of 2025.

F-35

Table of Contents

KPMG Auditores Independentes Ltda.
Rua do Passeio, 38 – Setor 2 – 17º Andar – Centro
20021-290 – Rio de Janeiro/RJ – Brasil
Caixa Postal 2888 – CEP 20001-970 – Rio de Janeiro/RJ – Brasil
Telefone +55 (21) 2207-9400
kpmg.com.br

Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors of
Aura Minerals, Inc.:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated statement of financial position of Aura Minerals, Inc. and subsidiaries (“the Company”) as of December 31, 2024, the related consolidated statements of income (loss), other comprehensive income (loss), cash flows and changes in equity for the year ended December 31, 2024 and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for the year ended December 31, 2024, in conformity with the IFRS Accounting Standards as issued by the International Accounting Standards Board (“IFRS Accounting Standards”).

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provide a reasonable basis for our opinion.

/s/ KPMG Auditores Independentes Ltda.

KPMG Auditores Independentes Ltda.

We have served as the Company’s auditor since 2024.

Rio de Janeiro, Brazil
May 21, 2025

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Table of Contents

Report of Independent Registered Public Accounting Firm

 

Grant Thornton Auditores Independentes Ltda.

   

Av. José de Souza Campos, 507 – 5° andar Cambuí, Campinas (SP)

   

T +55 19 2042-1036

Board of Directors and Shareholders of
Aura Minerals Inc.

Opinion on the consolidated financial statements

We have audited the accompanying consolidated statements of financial position of Aura Minerals Inc. and subsidiaries (the “Company”) as of December 31, 2023 and 2022, the related consolidated statements of income, other comprehensive income, changes in equity, and cash flows for the years then ended, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for the years then ended, in conformity with IFRS Accounting Standards as issued by the International Accounting Standards Board.

Basis for opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ Grant Thornton Auditores Independentes Ltda.

We have served as the Company’s auditor since 2024.

Campinas, Brazil

April 14, 2025, except for Note 31, as to which the date is May 21, 2025.

F-37

Table of Contents

Aura Minerals Inc.
Consolidated Statements of Income (loss)
For the years ended December 31, 2024, 2023 and 2022
Expressed in thousands of United States dollars, except share and per share amounts

 

Note

 

2024

 

2023

 

2022

Revenue

 

21

 

594,163

 

 

416,894

 

 

392,699

 

Cost of goods sold

 

22

 

(342,893

)

 

(290,877

)

 

(267,006

)

Gross profit

     

251,270

 

 

126,017

 

 

125,693

 

         

 

   

 

   

 

General and administrative expenses

 

23

 

(33,273

)

 

(27,211

)

 

(24,998

)

Exploration expenses

 

24

 

(13,961

)

 

(11,781

)

 

(12,464

)

Change in estimation for mine closure and restoration for properties in care & maintenance

     

1,330

 

 

 

 

 

Operating income

     

205,366

 

 

87,025

 

 

88,231

 

         

 

   

 

   

 

Finance expense

 

25

 

(151,679

)

 

(49,379

)

 

(7,397

)

Other (expense) income

     

(1,267

)

 

660

 

 

1,157

 

Income before income taxes

     

52,420

 

 

38,306

 

 

81,991

 

         

 

   

 

   

 

Current tax

 

16

 

(52,971

)

 

(18,798

)

 

(26,832

)

Deferred tax

 

16

 

(29,720

)

 

12,372

 

 

1,088

 

Income taxes

     

(82,691

)

 

(6,426

)

 

(25,744

)

         

 

   

 

   

 

(Loss)/Profit from continued operation

     

(30,271

)

 

31,880

 

 

56,247

 

         

 

   

 

   

 

Profit from discontinued operation

 

5

 

 

 

 

 

10,249

 

         

 

   

 

   

 

(Loss)/Profit for the year

     

(30,271

)

 

31,880

 

 

66,496

 

         

 

   

 

   

 

Weighted average numbers of common shares outstanding

       

 

   

 

   

 

Basic

 

33

 

72,204,049

 

 

72,128,723

 

 

72,398,811

 

Diluted

 

33

 

72,204,049

 

 

72,605,064

 

 

72,646,599

 

         

 

   

 

   

 

(Loss)/Profit per share for continued operation –
Basic

 

33

 

(0.42

)

 

0.44

 

 

0.92

 

(Loss)/Profit per share for continued operation – Diluted

 

33

 

(0.42

)

 

0.44

 

 

0.92

 

         

 

   

 

   

 

Profit per share for discontinued operation – Basic

 

33

 

 

 

 

 

0.14

 

Profit per share for discontinued operation – Diluted

 

33

 

 

 

 

 

0.14

 

The accompanying notes form an integral part of these consolidated financial statements.

F-38

Table of Contents

Aura Minerals Inc.
Consolidated Statements of Other Comprehensive Income (loss)
For the years ended December 31, 2024, 2023 and 2022
Expressed in thousands of United States dollars

 

2024

 

2023

 

2022

(Loss)/Profit for the year

 

(30,271

)

 

31,880

 

 

66,496

 

Other comprehensive income:

   

 

   

 

   

 

Items that are or may be reclassified subsequently to profit or loss

   

 

   

 

   

 

Change in the fair value of cash flow hedge, net of tax

 

(3,736

)

 

(737

)

 

(995

)

(Loss)/Gain on foreign exchange translation of
subsidiaries

 

(483

)

 

180

 

 

2,298

 

     

 

   

 

   

 

Items that will not be reclassified to profit or loss

   

 

   

 

   

 

Change in the fair value of equity investments

 

(412

)

 

417

 

 

 

Actuarial gain/(loss) on post-employment benefit, net of tax

 

(1,271

)

 

580

 

 

(800

)

Other comprehensive income (loss), net of tax

 

(5,902

)

 

440

 

 

503

 

Total comprehensive income (loss)

 

(36,173

)

 

32,320

 

 

66,999

 

Items above are stated net of tax and the related taxes are disclosed in note 16 (b).

The accompanying notes form an integral part of these consolidated financial statements.

F-39

Table of Contents

Aura Minerals Inc.
Consolidated Statements of Cash Flows
For the years ended December 31, 2024, 2023 and 2022
Expressed in thousands of United States dollars

For the year ended December 31,

 

Note

 

2024

 

2023

 

2022

Cash flows from operating activities

       

 

   

 

   

 

(Loss)/Profit for the year from continued operation

     

(30,271

)

 

31,880

 

 

56,247

 

Profit from discontinued operations

     

 

 

 

 

10,249

 

Items adjusting profit (loss) of the year

 

26 (a)

 

304,934

 

 

103,667

 

 

70,415

 

Changes in working capital

 

26 (b)

 

(12,342

)

 

2,612

 

 

2,891

 

Income tax paid

     

(18,518

)

 

(13,442

)

 

(41,273

)

Other current and non-current assets and liabilities

 

26 (c)

 

(21,567

)

 

229

 

 

(2,166

)

Net cash generated by operating activities

     

222,236

 

 

124,946

 

 

96,363

 

         

 

   

 

   

 

Cash flows from investing activities

       

 

   

 

   

 

Purchase of property, plant and equipment

 

11

 

(180,577

)

 

(96,094

)

 

(103,365

)

Short term investment

     

5,417

 

 

600

 

 

221

 

Acquisition of investment – Altamira Gold Corp

 

10

 

 

 

(2,167

)

 

 

Acquisition of investment – Bluestone Inc.

 

10

 

(1,244

)

 

 

 

 

Cash from acquired subsidiary included in the consolidation

 

12

 

 

 

3,727

 

 

 

Acquisition of investment (joint venture) – Big River Gold

 

12

 

 

 

 

 

(54,353

)

Net cash used in investing activities

     

(176,404

)

 

(93,934

)

 

(157,497

)

         

 

   

 

   

 

Cash flows from financing activities

       

 

   

 

   

 

Proceeds received from loans and debentures

 

26 (e)

 

314,345

 

 

179,550

 

 

125,389

 

Proceeds received from NSR Royalty agreement

 

15

 

 

 

21,000

 

 

 

Repayment of loans and debentures

 

26 (e)

 

(184,385

)

 

(66,273

)

 

(52,787

)

Derivative settlement – debt swap agreements

     

2,090

 

 

13,430

 

 

4,079

 

Derivatives fees

 

25

 

(13,522

)

 

 

 

 

Interest paid on loans and debentures

 

26 (e)

 

(36,037

)

 

(25,494

)

 

(15,768

)

Payment from liability (NSR agreement)

     

(2,532

)

 

 

 

 

Principal and interest payments of lease liabilities

 

19 (b)

 

(17,202

)

 

(13,395

)

 

(7,785

)

Repayment of other liabilities

 

19 (a)

 

(1,699

)

 

(1,452

)

 

(1,635

)

Payment of dividends

 

30

 

(42,693

)

 

(28,161

)

 

(20,249

)

Acquisition of treasury shares

 

20

 

(13,361

)

 

 

 

(9,335

)

Proceeds and (payments) from exercise of
stock options

     

194

 

 

229

 

 

(34

)

Net cash generated by financing activities

     

5,198

 

 

79,434

 

 

21,875

 

         

 

   

 

   

 

Increase (Decrease) in cash and cash equivalents

     

51,030

 

 

110,446

 

 

(39,259

)

Effect of foreign exchange gain (loss) on cash equivalents

     

(18,136

)

 

(1,052

)

 

5,670

 

Cash and cash equivalents, beginning of the year

     

237,295

 

 

127,901

 

 

161,490

 

Cash and cash equivalents, end of the year

     

270,189

 

 

237,295

 

 

127,901

 

The accompanying notes form an integral part of these consolidated financial statements.

F-40

Table of Contents

Aura Minerals Inc.
Consolidated Statements of Financial Position
For the years ended December 31, 2024, 2023 and 2022
Expressed in thousands of United States dollars, except share amounts

 

Note

 

2024

 

2023

 

2022

ASSETS

               

Current

               

Cash and cash equivalents

 

6

 

270,189

 

237,295

 

127,901

Restricted cash

     

 

 

600

Accounts receivables

 

7

 

15,835

 

17,625

 

11,707

Value added taxes and other recoverable taxes

 

8

 

19,901

 

42,800

 

30,659

Inventories

 

9

 

57,943

 

46,705

 

42,968

Derivative financial instruments

 

28

 

 

11,129

 

8,119

Other receivables and assets

 

10

 

25,467

 

23,386

 

13,525

Total current

     

389,335

 

378,940

 

235,479

                 

Non-current

               

Value added taxes and other recoverable taxes

 

8

 

40,596

 

16,296

 

12,144

Inventories

 

9

 

19,386

 

8,977

 

Other receivables and assets

 

10

 

4,943

 

4,232

 

15,696

Property, plant and equipment

 

11

 

610,784

 

488,733

 

378,532

Deferred income tax assets

 

16

 

15,218

 

26,646

 

31,104

Investment in Joint Venture

 

12

 

 

 

54,353

Total non-current

     

690,927

 

544,884

 

491,829

                 

Total assets

     

1,080,262

 

923,824

 

727,308

                 

LIABILITIES

               

Current

               

Trade and other payables

 

13

 

98,067

 

92,514

 

71,308

Derivative financial instruments

 

28

 

19,302

 

 

Loans and debentures

 

14

 

82,007

 

82,865

 

73,215

Liability measured at fair value

 

15

 

3,362

 

2,100

 

Current income tax liabilities

 

16

 

31,618

 

5,147

 

3,632

Current portion of other liabilities

 

19

 

14,190

 

14,771

 

12,978

       

248,546

 

197,397

 

161,133

Liabilities directly associated with assets classified as held for sale

     

2,757

 

4,087

 

Total current

     

251,303

 

201,484

 

161,133

                 

Non-current

               

Loans and debentures

 

14

 

361,097

 

250,724

 

140,827

Liability measured at fair value

 

15

 

14,387

 

18,900

 

Derivative financial instruments

 

28

 

120,188

 

43,134

 

Deferred income tax liabilities

 

16

 

31,583

 

8,708

 

26,508

Provision for mine closure and restoration

 

17

 

50,573

 

48,727

 

48,262

Other provisions

 

18

 

17,144

 

12,636

 

13,539

Other liabilities

 

19

 

11,032

 

24,709

 

26,912

Total non-current

     

606,004

 

407,538

 

256,048

F-41

Table of Contents

Aura Minerals Inc.
Consolidated Statements of Financial Position — (Continued)
For the years ended December 31, 2024, 2023 and 2022
Expressed in thousands of United States dollars, except share amounts

 

Note

 

2024

 

2023

 

2022

SHAREHOLDERS’ EQUITY

 

20

   

 

   

 

   

 

Share capital

     

599,200

 

 

612,299

 

 

611,975

 

Contributed surplus

     

55,596

 

 

55,478

 

 

55,286

 

Accumulated other comprehensive income

     

(723

)

 

5,179

 

 

4,739

 

Accumulated losses

     

(431,118

)

 

(358,154

)

 

(361,873

)

Total equity

     

222,955

 

 

314,802

 

 

310,127

 

         

 

   

 

   

 

Total liabilities and equity

     

1,080,262

 

 

923,824

 

 

727,308

 

Approved on behalf of the Board of Directors:

   

/s/ Stephen Keith

 

/s/ Rodrigo Barbosa

Stephen Keith, Director

 

Rodrigo Barbosa, President & CEO

The accompanying notes form an integral part of these consolidated financial statements.

F-42

Table of Contents

Aura Minerals Inc.
Consolidated Statements of Changes in Equity
For the years ended December 31, 2024, 2023 and 2022
Expressed in thousands of United States dollars, except share amounts

 

Number of
Common
Shares

 

Share
Capital

 

Contributed
Surplus

 

Accumulated
Other
Comprehensive
Income

 

Accumulated
losses

 

Total
Equity

At December 31, 2023

 

72,237,003

 

 

612,299

 

 

55,478

 

5,179

 

 

(358,154

)

 

314,802

 

Exercise of options

 

279,460

 

 

262

 

 

 

 

 

 

 

262

 

Shared based compensation

 

 

 

 

 

118

 

 

 

 

 

118

 

Cancellation of shares repurchased

 

(116,968

)

 

(13,361

)

 

 

 

 

 

 

(13,361

)

Change in the fair value of cash flow hedge, net of tax

 

 

 

 

 

 

(3,736

)

 

 

 

(3,736

)

(Loss) on foreign exchange translation of subsidiaries

 

 

 

 

 

 

(483

)

 

 

 

(483

)

Change in the fair value of equity investment

 

 

 

 

 

 

(412

)

 

 

 

(412

)

Actuarial (loss) on post-employment benefit, net of tax

 

 

 

 

 

 

(1,271

)

 

 

 

(1,271

)

Loss for the year

 

 

 

 

 

 

 

 

(30,271

)

 

(30,271

)

Dividends (note 29)

 

 

 

 

 

 

 

 

(42,693

)

 

(42,693

)

At December 31, 2024

 

72,399,495

 

 

599,200

 

 

55,596

 

(723

)

 

(431,118

)

 

222,955

 

 

Number of
Common
Shares

 

Share
Capital

 

Contributed
Surplus

 

Accumulated
Other
Comprehensive
Income

 

Accumulated
losses

 

Total
Equity

At December 31, 2022

 

71,946,956

 

611,975

 

55,286

 

 

4,739

 

 

(361,873

)

 

310,127

 

Exercise of options

 

290,047

 

324

 

(95

)

 

 

 

 

 

229

 

Shared based compensation

 

 

 

287

 

 

 

 

 

 

287

 

Change in the fair value of cash flow hedge, net of tax

 

 

 

 

 

(737

)

 

 

 

(737

)

Gain on foreign exchange translation of subsidiaries

 

 

 

 

 

180

 

 

 

 

180

 

Change in the fair value of equity investments

 

 

 

 

 

417

 

 

 

 

417

 

Actuarial gain on post-employment benefit, net of tax

 

 

 

 

 

580

 

 

 

 

580

 

Income for the year

 

 

 

 

 

 

 

31,880

 

 

31,880

 

Dividends (note 29)

 

 

 

 

 

 

 

(28,161

)

 

(28,161

)

At December 31, 2023

 

72,237,003

 

612,299

 

55,478

 

 

5,179

 

 

(358,154

)

 

314,802

 

F-43

Table of Contents

Aura Minerals Inc.
Consolidated Statements of Changes in Equity — (Continued)
For the years ended December 31, 2024, 2023 and 2022
Expressed in thousands of United States dollars, except share amounts

 

Number of
Common
Shares

 

Share
Capital

 

Contributed
Surplus

 

Accumulated
Other
Comprehensive
Income

 

Accumulated
losses

 

Total
Equity

At December 31, 2021

 

72,627,529

 

 

621,115

 

 

55,044

 

 

4,236

 

 

(408,120

)

 

272,275

 

Exercise of options

 

239,912

 

 

195

 

 

(229

)

 

 

 

 

 

(34

)

Shared based compensation

 

 

 

 

 

471

 

 

 

 

 

 

471

 

Cancellation of shares repurchased

 

(920,485

)

 

(9,335

)

 

 

 

 

 

 

 

(9,335

)

Change in fair value of cash flow hedge, net of tax

 

 

 

 

 

 

 

(995

)

 

 

 

(995

)

Gain on foreign exchange translation of subsidiaries

 

 

 

 

 

 

 

2,298

 

 

 

 

2,298

 

Actuarial loss on severance liability, net of tax

 

 

 

 

 

 

 

(800

)

 

 

 

(800

)

Income for the year

 

 

 

 

 

 

 

 

 

66,496

 

 

66,496

 

Dividends (note 29)

 

 

 

 

 

 

 

 

 

(20,249

)

 

(20,249

)

At December 31, 2022

 

71,946,956

 

 

611,975

 

 

55,286

 

 

4,739

 

 

(361,873

)

 

310,127

 

The accompanying notes form an integral part of these consolidated financial statements.

F-44

Table of Contents

Aura Minerals Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2024, 2023 and 2022
Expressed in thousands of United States dollars, except where otherwise noted.

1       NATURE OF OPERATIONS

Aura Minerals Inc. (“Aura Minerals”, “Aura”, or the “Company”) is a mid-tier gold and copper production company focused on the operation and development of gold and base metal projects in the Americas.

Aura Minerals Inc. is a public company whose common shares are listed on the Toronto Stock Exchange (Symbol: ORA), its Brazilian Depositary Receipts, each representing one common share, are listed on the B3 — Brasil, Bolsa Balcão (Symbol: AURA33) and its common shares trade on OTCQX Best Market (Symbol: ORAAF). Aura is incorporated under the BVI Business Companies Act, 2004 (British Virgin Islands). Aura’s registered office is located at Craigmuir Chambers, Road Town, Tortola, VG1110, British Virgin Islands. Aura maintains a head office through its wholly owned subsidiary Aura Technical Services Inc., at 3390 Mary St, Suite 116, Coconut Grove, Miami, FL, 33133, United States of America.

Aura’s controlling party is Northwestern Enterprises Ltd (“Northwestern”), a company beneficially owned by the Chairman of the board of directors of Aura (the “Board”).

These consolidated financial statements (the “financial statements”) were approved by the Board of Directors on May 21, 2025.

2       BASIS OF PREPARATION AND PRESENTATION

The consolidated financial statements of the Company have been prepared in accordance with International Financial Reporting Standards — Accounting Standards as issued by the International Accounting Standards Board (“IFRS Accounting Standards”).

The Consolidated Financial Statements have been prepared on a going concern basis using historical cost except for those assets and liabilities that are measured at fair value at the end of each reporting period as explained in Note 3 — Summary of Material Accounting Policies.

The functional currency of Aura and the majority of its subsidiaries is the United States Dollar (“US Dollar”) except for a non material service company in Mexico which has a functional currency of Mexican Pesos (“MXN Pesos”) and certain non material Brazilian subsidiaries in Brazilian Reais (“BRL Reais”). All values in the consolidated financial statements are rounded to the nearest thousand.

3       SUMMARY OF MATERIAL ACCOUNTING POLICIES

The material accounting policies applied in the preparation of these consolidated financial statements are set out below. These accounting policies have been consistently applied to all years presented unless otherwise stated.

(a)    Basis of consolidation

The consolidated financial statements include the accounts of the Company and its subsidiaries over which it has control. All intercompany balances, transactions, income, expenses, profits and losses, including unrealized gains and losses have been eliminated on consolidation. The Company consolidates subsidiaries where it has the ability to exercise control.

Control of a subsidiary is defined to exist when the Company is exposed to variable returns from the involvement with the subsidiary and has the ability to affect those returns through the power over the subsidiary. Specifically, the Company controls a subsidiary if, and only if, all of the following is present: 1) power over the subsidiary (i.e., existing rights that give the Company the current ability to direct the relevant activities of the subsidiary); 2) exposure, or rights, to variable returns from the involvement with the subsidiary; and 3) and the ability to use the power over the subsidiary to affect its returns.

F-45

Table of Contents

Aura Minerals Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2024, 2023 and 2022
Expressed in thousands of United States dollars, except where otherwise noted.

3       SUMMARY OF MATERIAL ACCOUNTING POLICIES (cont.)

The Company’s operating subsidiaries and subsidiaries with projects under construction or exploration phase are:

        Minerales de Occidente, S.A. (Honduras) (“Minosa”)

-        The San Andres open-pit gold mine in Honduras (the “Minosa Mine”)

        Mineracao Apoena Limitada (Brazil) (“Apoena”) located in the State of Mato Grosso, Brazil

-        The Ernesto open-pit gold mine (the “Ernesto mine”)

-        The Japonês open-pit gold mine in Brazil (the “Japonês Mine”)

-        The Lavrinha open-pit gold mine in Brazil (the “Lavrinha Mine”)

-        The Nosde open-pit gold mine in Brazil (the “Nosde Mine”)

-        Pau-a-Pique underground gold mine (the “Pau-a-Pique mine”) — under care & maintenance

-        The São Francisco open-pit gold mine in Brazil (the “São Francisco Mine”) — under care & maintenance

        Aranzazu Holding S.A. de C.V. (Mexico) (“Aranzazu”)

-        The Aranzazu underground mine in Mexico (the “Aranzazu Mine”), which produces copper concentrate

        Aura Almas Mineração S.A. (“Almas”)

-        The Almas Gold Project (“Almas”). Open-pit gold mine located in the state of Tocantins, Brazil

        Cascar do Brasil Mineração Ltda. (“Cascar”)

-        The Borborema Gold Project (“Borborema”). Gold project located in the state of Rio Grande do Norte, Brazil, currently under construction.

        Aura Matupa Mineração Ltda. (“Matupá”)

-        The Matupa Gold Project located in the state of Mato Grosso, Brazil

        Aura Toldafria Ltda. Surcusal Colombia (“Toldafria”)

-        The Tolda Fria Gold Project located in Caldas State, Colombia

        Aura Carajás Mineração Ltda. (“Carajás Project”)

-        The Carajás Project Copper Project located in the state of Pará, Brazil

(b)    Segment reporting

An operating segment is a component of an entity (i) that engages in business activities from which it may earn revenues and incur expenses (including revenues and expenses relating to transactions with other components of the same entity), (ii) whose operating results are regularly reviewed by the entity’s chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance, and (iii) for which discrete financial information is available. The Company’s Reportable segments are identified as: The Minosa Mine, the Apoena Mine, the Aranzazu Mine, the Almas Mine and the Borborema Project.

F-46

Table of Contents

Aura Minerals Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2024, 2023 and 2022
Expressed in thousands of United States dollars, except where otherwise noted.

3       SUMMARY OF MATERIAL ACCOUNTING POLICIES (cont.)

(c)     Foreign currency translation

Functional and presentation currency

Items included in the financial statements of each of the Company’s entities are measured using the currency of the primary economic environment in which the entity operates (the “functional currency”). These consolidated financial statements are presented in United States dollars, which is also the functional currency of the subsidiaries with mine operations and corporate.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rate prevailing at the date of the transaction. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognized in the consolidated statements of income.

Translation of subsidiary results into the presentation currency

The results and financial position of all the Company’s subsidiaries with functional currencies different from the presentation currency (none of which has the currency of a hyperinflationary economy), mainly service subsidiaries and other non-operating entities, are translated into the presentation currency as follows:

        Assets and liabilities for each statement of financial position presented are translated at the closing rate at the date of the statement of financial position;

        Income and expenses for each statement of income (loss) are translated at quarterly average exchange rates, unless the average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the rate on the dates of the transactions; and

        All resulting exchange differences are recognized in other comprehensive income.

On consolidation, exchange differences arising from the translation of the net investment in foreign entities are recognized in other comprehensive income. When a foreign operation is sold, such exchange differences are recognized in the statement of income (loss) as part of the gain or loss on sale of investments.

(d)    Revenue recognition

The Company applies the following five-step approach in recognizing revenue from contracts with customers:

        Identify the enforceable contract with the customer;

        Identify the separate performance obligations in the contract from transferring the distinct good or service;

        Determine the transaction price for consideration of transferring the good or service;

        Allocate the transaction price to the separate performance obligations identified;

        Recognize revenue when each separate performance obligation is satisfied;

Revenue from sales is recognized when control of a good is transferred to the buyer. Given the diverse shipping terms associated with Company´s sales, revenue may be recognized when: (i) the gold is available at the loading port; or (ii) the gold is settled from the refinery; or (iii) the gold leaves the refinery to the customer´s warehouse.

F-47

Table of Contents

Aura Minerals Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2024, 2023 and 2022
Expressed in thousands of United States dollars, except where otherwise noted.

3       SUMMARY OF MATERIAL ACCOUNTING POLICIES (cont.)

Under the terms of concentrate sales contracts with independent smelting companies, copper and gold concentrate sales prices are provisionally set on a specified future date after shipment based on market prices. The Company records revenues under these contracts at the time of shipment, which is also when the risk and rewards of ownership pass to the smelting companies, using forward market gold and copper concentrate prices on the expected date that final sales prices will be determined. Variations between the price recorded at the shipment date and the actual final price set under the smelting contracts are classified as provisional price adjustments and included in revenue in the consolidated statement of income (loss) and presented separately in note 21 of these consolidated financial statements.

(e)     Taxation

Tax expense comprises both current and deferred tax expense for the year. Tax expense is recognized in the consolidated statements of income, except to the extent that it relates to items recognized in other comprehensive income or directly in equity.

Current income tax expense is the tax expected to be payable on the taxable income for the year calculated using rates (and laws) that have been enacted or substantively enacted at the consolidated statements of financial position date in the countries where the Company operates. It includes adjustments for tax expected to be payable or recoverable in respect of previous periods. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation and considers whether it is probable that a taxation authority will accept an uncertain tax treatment. The Company measures its tax balances either based on the most likely amount or the expected value, depending on which method provides a better prediction of the resolution of the uncertainty.

Income tax expense includes the cost of special mining taxes payable to governments that are calculated based on a percentage of adjusted taxable profit whereby taxable profit represents net income adjusted for certain items defined in the applicable legislation.

Deferred income tax is recognized, using the liability method, on temporary differences arising between the tax basis of assets and liabilities and their carrying amounts in the consolidated financial statements. However, deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the consolidated statements of financial position date and are expected to apply when the related deferred income tax assets and liability is settled. Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred income taxes assets and liabilities relate to income taxes levied by the same taxation authority. Deferred tax assets are recognized only if it is probable that future taxable amounts will be available to recognize those temporary differences and losses.

(f)     Leases arrangements

Leases are recognized as a right-of-use asset and a corresponding lease liability at the date at which the leased asset is available for use by the Company. Each lease payment is allocated between the liability and finance cost. The finance cost is charged to profit or loss over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period. The right-of-use asset is amortized over the shorter of the asset’s useful life or the lease term on a straight-line basis. Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net present value of the following lease payments:

        fixed payments (including in-substance fixed payments), less any lease incentives receivable;

        variable lease payments that are based on an index or a rate;

F-48

Table of Contents

Aura Minerals Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2024, 2023 and 2022
Expressed in thousands of United States dollars, except where otherwise noted.

3       SUMMARY OF MATERIAL ACCOUNTING POLICIES (cont.)

        amounts expected to be payable by the lessee under residual value guarantees;

        the exercise price of a purchase option if the lessee is reasonably certain to exercise that option; and

        payments of penalties for terminating the lease, if the lease term reflects the lessee exercising that option.

The lease payments are discounted using the interest rate implicit in the arrangement. If that rate cannot be determined, the Company’s incremental borrowing rate is used, being the rate that the Company would have to pay to borrow the funds necessary to obtain an asset of similar value in a similar economic environment with similar terms and conditions. Right-of-use assets are measured at cost comprising the following:

        the amount of the initial measurement of the lease liability;

        any lease payments made at or before the commencement date less any lease incentives received;

        any initial direct costs; and

        restoration costs.

(g)    Impairment and reversal of impairment of long-lived assets

Long-lived assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs of disposal and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows which are largely independent of the cash inflows from other assets or groups of assets (cash-generating units). Non-financial assets other than goodwill that suffered an impairment are reviewed for possible reversal of the impairment at the end of each reporting period. The reversal amount should not be higher than its recoverable amount and the book value that would be determined if an impairment loss had not been recognized.

(h)    Inventory

Finished product inventory and work-in-process inventory, which includes leach pad and ore stockpile inventory, are valued at the lower of average cost and net realizable value. Finished product inventory consists of finished gold products and metals in concentrate. Work-in-process inventory represents inventory in-circuit at the Company’s process plants and leach pads. Stockpile inventory represents ore stacked on leach pads and in stockpiles. The cost of work-in-process and finished product inventories includes mining costs, direct labor, operating materials and supplies, applicable haulage and transportation charges, and an applicable portion of operating overhead, including depreciation. Net realizable value is the expected selling price for the finished product less the estimated costs to get the product into salable form and to the selling location.

Parts and supplies inventory consist of consumables and is valued at weighted average cost.

For inventory which has been written down to net realizable value, if subsequent assessments conclude that the circumstances causing the write down no longer exist or when there is clear evidence of an increase in net realizable value due to a change in economic circumstances, the write down is reversed appropriately, limited to the original cost or the net realizable value.

F-49

Table of Contents

Aura Minerals Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2024, 2023 and 2022
Expressed in thousands of United States dollars, except where otherwise noted.

3       SUMMARY OF MATERIAL ACCOUNTING POLICIES (cont.)

(i)     Property, plant and equipment

Property, plant and equipment items are initially recognized at cost at the time of construction, purchase, or acquisition, and are subsequently measured at cost less accumulated depreciation and impairment. Cost includes all costs required to bring the item into its intended use by the Company.

Costs incurred for major overhauls of existing equipment are capitalized as plant and equipment and are subject to depreciation once they are commissioned. The costs of routine maintenance and repairs are expensed as incurred.

Assets under construction are capitalized until the asset is available for its intended use. The cost of the asset under construction comprises its purchase price and any costs directly attributable to bringing it into working condition for its intended use. Assets under construction amounts are presented as a separate asset within Property, Plant and Equipment. Assets under construction are not amortized and the amortization commences once the asset is complete and available for use.

Depreciation

Plant and equipment is depreciated using the straight line or units of production (UOP) methods over the life of the mine, or over the remaining useful life of the asset, if shorter. Land is not depreciated. The following depreciation rates are used by the Company:

Major class of assets

 

Depreciation Method

 

Depreciation
Rate

Vehicles

 

Straight-Line

 

3 – 5 years

Machinery and equipment

 

Straight-Line/UOP

 

2 – 10 years

Mobile mining equipment

 

Straight-Line/UOP

 

4 – 8 years

Furniture and fixtures

 

Straight-Line

 

4 – 10 years

Building

 

Straight-Line/UOP

 

4 – 10 years

Plant

 

Straight-Line/UOP

 

4 – 10 years

Residual values and useful lives are reviewed on an annual basis and adjusted, if necessary, on a prospective basis.

Once a mining operation has achieved commercial production, capitalized mineral property expenditures are depreciated on a UOP basis whereby the denominator is the proven and probable mineral reserves and a portion of measured and indicated mineral resources that are reasonably expected to be converted into proven and probable mineral reserves.

Mining interests

Mining interests represent capitalized expenditures related to the development of mining properties, expenditures arising from property acquisitions and related plant and equipment. Upon disposal or abandonment, the carrying amounts of mining interests are derecognized and any associated gains or losses are recognized in the consolidated statement of income (loss).

Exploration and Evaluation

Exploration expenditures are the costs incurred in the initial search for mineral deposits with economic potential or in the process of obtaining more information about existing mineral deposits. Exploration expenditures typically include costs associated with prospecting, sampling, mapping, drilling and other work involved in searching for ore.

F-50

Table of Contents

Aura Minerals Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2024, 2023 and 2022
Expressed in thousands of United States dollars, except where otherwise noted.

3       SUMMARY OF MATERIAL ACCOUNTING POLICIES (cont.)

Evaluation expenditures are the costs incurred to establish the technical feasibility and commercial viability of developing mineral deposits identified through exploration activities or by acquisition.

Exploration and evaluation expenditures are expensed as incurred unless management determines that probable future economic benefits will be generated as a result of the expenditures. In accordance with the Company´s policy, once the technical feasibility and commercial viability of a project has been demonstrated with a prefeasibility study, the Company accounts for future expenditures incurred in the development of that project as mineral properties.

Commercial Production stage

A mine that is under construction is determined to enter the commercial production stage when the project is in the location and condition necessary for it to be capable of operating in the manner intended by management. We use the following factors to assess whether these criteria have been met: (1) the level of capital expenditures compared to construction cost estimates; (2) the completion of a reasonable period of testing of mine plant and equipment; (3) the ability to produce minerals in saleable form (within specifications); and (4) the ability to sustain ongoing production of minerals.

In accordance with the Company´s accounting policy, when a mine construction project moves into the commercial production stage, the capitalization of certain mine construction costs ceases and costs are either capitalized to inventory or expensed, except for capitalizable costs related to property, plant and equipment additions or improvements, open pit stripping activities that provide a future benefit, underground mine development or expenditures that meet the criteria for capitalization. The Company recognizes the proceeds from the sale of minerals sold during the development phase of their mines and the cost of producing it in the consolidated statement of income (loss).

Mineral properties

Mineral properties generally consist of the following: the fair value attributable to mineral reserves and resources acquired in a business combination or asset acquisition; capitalized exploration and evaluation costs; underground mine development costs; open pit mine development costs; and capitalized interest.

Mineral properties acquired through business combinations are recognized at fair value on the acquisition date. The fair value is an estimate of the proven and probable mineral reserves, mineral resources, and exploration potential attributable to the property. The estimated fair value attributable to the mineral reserves and the portion of mineral resources considered to be probable of economic extraction at the time of the acquisition is amortized on a UOP basis whereby the denominator is the proven and probable reserves and the portion of mineral resources considered to be probable of economic extraction. The estimated fair value attributable to mineral resources that are not considered to be probable of economic extraction at the time of the acquisition is not subject to amortization until the resources become probable of economic extraction in the future.

At the Company’s underground mining operations, development costs are incurred to build new shafts, drifts, and ramps that will enable the Company to physically access ore underground. The time over which we will continue to incur these costs depends on the mine life. These underground development costs are capitalized as incurred. Capitalized underground development costs are amortized on a UOP basis, whereby the denominator is the estimated ounces/pounds of gold/copper in proven and probable reserves and the portion of resources considered probable of economic extraction based on the current life of mine (“LOM”) plan that benefit from the development and are considered probable of economic extraction.

At the Company’s open pit mining operations, it is necessary to remove overburden and other waste materials to access ore bodies from which minerals can be extracted economically. The process of mining overburden and waste materials is referred to as “stripping”. Stripping costs which are incurred to provide initial access to the ore

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Table of Contents

Aura Minerals Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2024, 2023 and 2022
Expressed in thousands of United States dollars, except where otherwise noted.

3       SUMMARY OF MATERIAL ACCOUNTING POLICIES (cont.)

body (referred to as pre-production stripping) are capitalized as open pit mine development costs. Stripping costs incurred during the production stage of a pit are accounted for as costs of the inventory produced during the relevant period. Such costs are capitalized to the extent that these costs relate to anticipated future benefits and represent a betterment. Waste removal which relates to current production activities and does not give rise to a future benefit is accounted for as a production cost in the period in which it is incurred and is included in the cost of inventory.

Capitalized open pit mine development costs are amortized on a UOP basis whereby the denominator is the estimated ounces/pounds of gold/copper in proven and probable reserves and the portion of resources considered probable of economic extraction based on the current LOM plan that benefit from the development and are considered probable of economic extraction.

(j)     Asset acquisition

If an acquisition of an asset or group of assets does not meet the definition of a business, the transaction is accounted for as an asset acquisition. An asset acquisition triggers the initial recognition of assets acquired and may include liabilities assumed and may or may not involve the acquisition of one or more legal entities and are usually acquired through an exchange transaction, which can be a monetary or a non-monetary exchange.

The Company recognizes acquisition of assets using by remeasuring the previously held equity interest to fair value at the date on which the Company obtains control and recognizes any resulting gain or loss in profit or loss or OCI as appropriate.

(k)    Borrowing costs

Borrowing costs of a qualifying asset (i.e. an asset that necessarily takes a substantial period of time to become ready for its intended use) are capitalized as part of the cost of the asset. Capitalization of borrowing costs begins when costs are incurred, and activities are undertaken to prepare the asset for its intended use and ceases when the asset is substantially complete or commissioned for use. Once the identified asset is substantially complete, the attributable borrowing costs are amortized over the useful life of the related asset that are usually classified as plant, property & equipment. All other borrowing costs are expensed in the period they occur.

(l)     Royalties

Certain of the Company properties are subject to royalty arrangements based on mineral production at the properties. The primary type of royalty is a net smelter return (NSR) royalty. Under this type of royalty the Company pays the holder an amount calculated as the royalty percentage multiplied by the value of gold production at market gold prices (otherwise known as Gross Proceeds) less third-party smelting, refining, brokerage and transportation costs. Royalty expense is recorded on completion of sales process in cost of sales.

(m)   Financial instruments

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.

i.       Financial Assets

Financial assets are classified, at initial recognition, and subsequently measured at amortized cost, fair value through Other Comprehensive Income (“OCI”), or fair value through profit or loss.

The classification of financial assets at initial recognition that are debt instruments depends on the financial asset’s contractual cash flow characteristics and the Company’s business model for managing them. With the exception of trade receivables that do not contain a significant financing component or

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Table of Contents

Aura Minerals Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2024, 2023 and 2022
Expressed in thousands of United States dollars, except where otherwise noted.

3       SUMMARY OF MATERIAL ACCOUNTING POLICIES (cont.)

for which the Company has applied the practical expedient, the Company initially measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs. Trade receivables that do not contain a significant financing component or for which the Company has applied the practical expedient for contracts that have a maturity of one year or less, are measured at the transaction price.

In order for a financial asset to be classified and measured at amortized cost or fair value through OCI, it needs to give rise to cash flows that are “solely payments of principal and interest (SPPI)” on the principal amount outstanding. This assessment is referred to as the SPPI test and is performed at an instrument level. Financial assets with cash flows that are not SPPI are classified and measured at fair value through profit or loss, irrespective of the business model.

For purposes of subsequent measurement, financial assets are classified in four categories:

        Financial assets at amortized cost (debt instruments)

        Financial assets at fair value through OCI with recycling of cumulative gains and losses (debt instruments)

        Financial assets designated at fair value through OCI with no recycling of cumulative gains and losses upon derecognition (equity instruments)

        Financial assets at fair value through profit or loss.

Financial assets at amortized cost are subsequently measured using the effective interest rate (EIR) method and are subject to impairment. Interest received is recognized as part of finance income in the consolidated statement of income (loss). Gains and losses are recognized in the consolidated statement of income (loss) when the asset is derecognized, modified or impaired.

The Company’s financial assets at amortized cost include:

        Cash and cash equivalents;

        trade receivables, and

        other receivables.

Trade and other receivables are amounts due from customers and others in the normal course of business. If collection is expected in one year or less, they are classified as current assets; if not, they are presented as noncurrent assets and discounted, accordingly. Additionally, trade and other receivables are valued at amortized cost.

Trade receivables, except those provisionally priced and other receivables, are recognized initially at the amount of consideration that is unconditional, unless they contain significant financing components, when they are recognized at fair value. The Company holds the trade receivables with the objective of collecting the contractual cash flows and therefore measures them subsequently at amortized cost using the effective interest method. The Company notes that such receivables arise when ore that has been produced has been shipped to the buyer in accordance with the applicable agreement.

Financial assets at fair value through profit or loss include financial assets held for trading (e.g., derivative instruments), financial assets designated upon initial recognition at fair value through profit or loss (e.g., debt or equity instruments), or financial assets required to be measured at

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Table of Contents

Aura Minerals Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2024, 2023 and 2022
Expressed in thousands of United States dollars, except where otherwise noted.

3       SUMMARY OF MATERIAL ACCOUNTING POLICIES (cont.)

fair value (i.e., where they fail the SPPI test). The Company does not have financial assets classified as held for trading and financial assets designated upon initial recognition at fair value through profit or loss. Rather, the Company’s financial assets at fair value through profit or loss include:

        Derivatives financial instruments, and

        Accounts receivables (Other receivables)

The SPPI test for financial assets is applicable to the Company’s trade receivables subject to provisional pricing. These receivables relate to sales contracts where the selling price is determined after delivery to the customer, based on the market price at the relevant quoted price stipulated in the contract. This exposure to the commodity price causes such trade receivables to fail the SPPI test. As a result, these receivables are measured at fair value through profit or loss from the date of recognition of the corresponding sale, with subsequent movements being recognized in “revenue” on provisionally priced trade receivables in the consolidated statement of income (loss).

Financial assets at fair value through profit or loss are carried in the consolidated statement of financial position at fair value with net changes in fair value recognized in profit or loss.

A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is primarily derecognized (i.e., removed from the Company’s consolidated statement of financial position) when:

        The rights to receive cash flows from the asset have expired, or

        The Company has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a “pass-through” arrangement; and either (a) the Company has transferred substantially all the risks and rewards of the asset, or (b) the Company has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.

A financial asset is written off when there is no reasonable expectation of recovering the contractual cash flows and usually occurs when past due for more than one year and not subject to enforcement activity.

At each reporting date, the Company assesses whether financial assets carried at amortized cost are credit impaired. A financial asset is credit-impaired when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred.

ii.      Financial Liabilities

Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, loans and borrowings, payables, or as derivatives designated as hedging instruments in an effective hedge, as appropriate. All financial liabilities are recognized initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs. The Company’s financial liabilities include:

        Trade and other payables

        Loans and debentures

        Liability measured at fair value

        Derivative financial instruments and,

        Other liabilities

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Table of Contents

Aura Minerals Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2024, 2023 and 2022
Expressed in thousands of United States dollars, except where otherwise noted.

3       SUMMARY OF MATERIAL ACCOUNTING POLICIES (cont.)

Trade payables represent liabilities for goods and services provided to the Company prior to the end of the financial year which are unpaid. The amounts are unsecured and are usually paid within 30 days of recognition. Trade and other payables are presented as current liabilities unless payment is not due within 12 months after the reporting period. They are recognized initially at their fair value and subsequently measured at amortized cost using the effective interest method.

Loans and debentures are initially recognized at fair value, net of transaction costs incurred. Loans and debentures are subsequently measured at amortized cost. Any difference between the proceeds (net of transaction costs) and the redemption amount is recognized in profit or loss over the period of the borrowings using the effective interest method. Fees paid on the establishment of loan facilities are recognized as transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw-down occurs. To the extent there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalized as a prepayment for liquidity services and amortized over the period of the facility to which it relates.

Loans and debentures are de-recognized when the obligation specified in the agreement is discharged, canceled or expired. The difference between the carrying amount of a financial liability that has been extinguished or transferred to another party and the consideration paid, including any noncash assets transferred or liabilities assumed, is recognized in profit or loss as other income or finance costs.

The Company has a loan that contains an embedded derivative that is a component of a hybrid contract that also includes a non-derivative host. This embedded derivative causes the interest rate to be modified according to a commodity price. The Company records the embedded derivative that requires bifurcation from the host contract and is subject to valuation at subsequent reporting periods with change in fair value recorded in the income statement. The principal amount is measured at amortized cost and the interest at fair value.

The Company has a contract that was recognized as a liability measured at fair value through profit or loss. This financial liability contains more than one embedded derivatives that significantly modify the cash flows that would be required by the contract and is being separately accounted for if the fair value option was not elected. As such, management designated it as fair value through profit or loss.

The component of fair value changes relating to the Company’s own credit risk is recognized in other comprehensive income. Amounts recorded in OCI related to credit risk are not subject to recycling in profit or loss and will be transferred to retained earnings when realized. Fair value changes relating to market risk are recognized in profit or loss.

The Company determines the amount of fair value changes which are attributable to credit risk by first determining the changes due to market conditions which give rise to market risk, and then deducting those changes from the total change in fair value of the instrument.

iii.     Derivative financial instruments and hedging activities

Derivatives are recognized at fair value on the date a derivative contract is entered into and are subsequently remeasured at their fair value. The method for recognizing the resulting gain or loss depends on whether the derivative is designated as a hedging instrument in cases where hedge accounting is adopted. If this is the case, the method depends on the nature of the item/object that is being hedged. The Company adopts hedge accounting and designates certain derivatives as:

        hedging the fair value of recognized assets or liabilities or a firm commitment (fair value hedge);

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Table of Contents

Aura Minerals Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2024, 2023 and 2022
Expressed in thousands of United States dollars, except where otherwise noted.

3       SUMMARY OF MATERIAL ACCOUNTING POLICIES (cont.)

        hedge of a specific risk associated with a recognized asset or liability or a highly probable forecasted transaction (cash flow hedge); or

        hedge of a net investment in a foreign operation (net investment hedge).

At inception of the hedge relationship, the Company documents the economic relationship between hedging instruments and hedged items, including whether changes in the cash flows of the hedging instruments are expected to offset changes in the cash flows of hedged items. The Company documents its risk management objective and strategy for undertaking its hedge transactions.

In these consolidated financial statements, the Company has adopted hedge accounting for cash flow hedge, with the other types of hedge accounting not existing.

The fair values of the various derivative instruments used for hedging purposes are disclosed in Note 27(a).

(a)     Cash flow hedge

The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is recognized in equity within “Other comprehensive income”. The gain or loss relating to the ineffective portion is recognized immediately in the consolidated statements of Income as “Other losses”.

Amounts accumulated in equity are reclassified in the periods when the hedged item affects profit or loss as follows:

        Gains or losses related to the effective portion of interest rate swaps hedging variable rate borrowings are recognized in the consolidated statement of income (loss) as interest expense at the same time as interest expense on the hedged borrowings.

iv.     Hedge ineffectiveness

Hedge ineffectiveness is determined at the inception of the hedging relationship and through periodic prospective effectiveness assessments to ensure that an economic relationship exists between the hedged item and the hedging instrument.

The Company enters into interest rate swaps with critical terms that are similar to the hedged item, such as reference rate, reset dates, payment dates, maturities and reference value.

The ineffectiveness of the interest rate swap hedge may occur due to:

        the credit value/debit value adjustment on interest rate swaps that is not matched by the loan; and

        differences in the essential terms between the interest rate swaps and the loans.

(n)    Provisions

Provisions are recognized when the Company or its subsidiaries has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period. If the effect of the time value of money is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability. Where discounting is used, the increase in the provision due to the passage of time is recognized as a finance cost.

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Table of Contents

Aura Minerals Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2024, 2023 and 2022
Expressed in thousands of United States dollars, except where otherwise noted.

3       SUMMARY OF MATERIAL ACCOUNTING POLICIES (cont.)

Contingent liabilities are recognized in the consolidated financial statements, if estimable and probable, and are disclosed in notes to the financial statements unless their occurrence is remote.

Contingent assets are not recognized in the consolidated financial statements, unless the inflow of the economic benefit is virtually certain, but are disclosed in the notes if their recovery is probable.

(o)    Mine closure and restoration

Provisions for mine closure and restoration are made in respect of the estimated future costs of closure and restoration and for environmental rehabilitation costs (which include such costs as dismantling and demolition of infrastructure, removal of residual materials and remediation of disturbed areas) in the accounting period when the related environmental disturbance occurs. The provision is discounted using a pre-tax rate and the accretion is included in finance costs. At the time of establishing the provision, the net present value of the obligation is capitalized as part of the cost of mineral properties. The provision is reviewed on an annual basis for changes in cost estimates, discount rates, inflation and timing of settlement. The net present value of changes in cost estimates of the mine closure and restoration obligations are capitalized to mineral properties.

Restoration activities will occur primarily upon closure of a mine but can occur from time to time throughout the life of the mine. As restoration projects are undertaken, their costs are charged against the provision as the costs are incurred.

(p)    Long-term employee benefits

Certain long-term employee benefits are specifically payable when employment is terminated. The expected costs of these benefits are accrued in the period of employment. Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are charged or credited to other comprehensive income (loss) in the period in which they arise. These obligations are valued annually by independent qualified actuaries.

(q)    Share-based payments

The fair value of the employee services received in exchange for the grant of stock options or other share-based payments plans is recognized as an expense over the vesting period. The total amount to be expensed over the vesting period is determined by calculating the fair value of the options or other share-based payment plans at the date of grant. The Company uses the Black-Scholes option pricing model to calculate the fair value of options granted.

The total amount to be expensed is determined with reference to the fair value of the options granted:

        Including any market performance conditions; and

        Excluding the impact of any service and non-market performance vesting conditions, such as profitability, sales growth targets, and remaining an employee of the entity over a specific time period.

Non-market vesting conditions are included in assumptions about the number of options that are expected to become exercisable. This estimate is revised at each statement of financial position date and the difference is charged or credited to the consolidated statements of income with the corresponding adjustment to equity.

When the options are duly exercised, the Company issues common shares from treasury. The fair value and any proceeds received, net of any directly attributable transaction costs, are credited to equity.

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Table of Contents

Aura Minerals Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2024, 2023 and 2022
Expressed in thousands of United States dollars, except where otherwise noted.

3       SUMMARY OF MATERIAL ACCOUNTING POLICIES (cont.)

(r)     Share capital

Common shares issued by the Company are classified as equity. Incremental costs directly attributable to the issuance of common shares are recognized in equity, net of tax, as a deduction from the share proceeds.

(s)     Earnings per share

(i)     Basic earnings per share

The calculation of basic earnings per share has been based on the profit, attributable to ordinary shareholders and weighted-average number of ordinary shares outstanding.

(ii)    Diluted earnings per share

Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account:

        The after-income tax effect of interest and other financing costs associated with dilutive potential ordinary shares; and

        The weighted average number of additional ordinary shares that would have been outstanding assuming the conversion of all potentially dilutive ordinary shares.

(t)     Cash and cash equivalents

Cash and cash equivalents include cash on hand, deposits held at call with financial institutions, other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.

(u)    Accounting standards issued but not yet effective

A number of new accounting standards are effective for annual reporting periods beginning after January 1, 2025 and earlier application is permitted. However, the Company has not early adopted the following new or amended accounting standards in preparing these consolidated financial statements.

A — IFRS Presentation and disclosure in financial statements

IFRS 18 will replace IAS 1 Presentation of Financial Statements and applies for annual reporting periods beginning on or after January 1, 2027. The new standard introduces the following key new requirements:

-        Entities are required to classify all income and expenses into five categories in the statement of profit and loss, namely the operating, investing, financing, discontinued operations and income tax categories. Entities are also required to present a newly defined operating profit subtotal. Entities’ net profit will not change.

-        Management defined performance measures (“MPMs”) are disclosure in a single note in the financial statements.

-        Enhanced guidance is provided on how to group information in the financial statements.

In addition, all entities are required to use the operating profit subtotal as the starting point for the statement of cash flows when presenting operating cash flows under the indirect method.

F-58

Table of Contents

Aura Minerals Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2024, 2023 and 2022
Expressed in thousands of United States dollars, except where otherwise noted.

3       SUMMARY OF MATERIAL ACCOUNTING POLICIES (cont.)

The Company is still in the process of assessing the impact of the new standard, particularly with respect to the structure of the Company´s statement of profit and loss, the statement of cash flows and the additional disclosures required for MPMs. The Company is also assessing the impact on how information is grouped in the financial statements, including for the items currently labelled as ‘other’.

B — Other accounting standards

The following new amended accounting standards are not expected to have a significant impact on the Company´s consolidated financial statements.

-        Lack of Exchangeability (Amendment to IAS 21)

-        Classification and Measurement of Financial Instruments (Amendment to IFRS 9 and IFRS 7).

(v)    Changes in Material Accounting Policies

On January 1, 2024, the Company adopted amendments to IAS 1 “Presentation of Financial Statements” (“IAS 1”) which clarify that the classification of liabilities as current or non-current should be based on rights that exist at the end of the reporting period and that classification is unaffected by expectations about whether an entity will exercise its right to defer settlement of a liability. For liabilities with covenants, the amendments clarify that only covenants with which an entity is required to comply on or before the reporting date affect the classification as current or non-current. The amendments did not have an impact on the Company’s financial statements and the comparative period on the date of adoption.

4       SIGNIFICANT ACCOUNTING ESTIMATES AND JUDGEMENTS

The preparation of the consolidated financial statements requires management to make estimates and judgements and to form assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent liabilities. Management’s estimates and judgements are continually evaluated and are based on historical experience and other factors that management believes to be reasonable under the circumstances. Actual results may differ from these estimates.

The Company has identified the following critical accounting policies under which significant judgments, estimates and assumptions are made and where actual results could differ from these estimates under different assumptions and conditions and could materially affect the Company’s financial results or statements of financial position reported in future periods.

Determination of Life of Mine (LOM) Plans and ore reserves and resources

Estimates of the quantities of ore reserves and resources form the basis for our LOM plans, which are used for several important business and accounting purposes, including: the calculation of depletion expense; the capitalization of production phase stripping costs for forecasting the timing of the payment of mine closure and restoration costs and for the assessment of impairment charges and the carrying values of assets. In certain cases, these LOM plans have made assumptions about our ability to obtain the necessary permits required to complete the planned activities.

The Company determines mineral resources and reserves under the principles incorporated in the Canadian Institute of Mining, Metallurgy and Petroleum standards for mineral reserves and resources, known as the CIM Standards. The information is regularly compiled by qualified person.

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Table of Contents

Aura Minerals Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2024, 2023 and 2022
Expressed in thousands of United States dollars, except where otherwise noted.

4       SIGNIFICANT ACCOUNTING ESTIMATES AND JUDGEMENTS (cont.)

There are numerous uncertainties inherent in estimating mineral resources and reserves, and assumptions that are valid at the time of estimation may change significantly when new information becomes available. Changes in the forecast prices of commodities, exchange rates, production costs or recovery rates may change the economic status of reserves and resources and may, ultimately, result in a revision of the estimated life of mine and related reserves.

Impairment of assets

At each reporting date management assesses whether there are any indicators of impairment of the Company’s PP&E. Internal and external factors evaluated for indicators of impairment include: (i) whether the carrying amount of net assets of the Company exceeded its market capitalization; (ii) changes in estimated quantities of mineral reserves and resources and the Company’s ability to convert resources to reserves, (iii) a significant deterioration in expected future metal prices; (iv) changes in expected future production costs and capital expenditures; and (v) changes in interest rates. The identification of impairment indicators requires significant judgement.

If any such indicator exists, a formal estimate of recoverable amount is performed, and an impairment loss is recognized to the extent that the carrying amount exceeds the recoverable amount. The recoverable amount of an asset or CGU is measured at the higher of Fair Value Less Cost of Disposal (“FVLCD”) or Value In Use (“VIU”).

The determination of FVLCD and VIU requires management to make estimates and assumptions about expected production and sales volumes, metals prices, reserves, operating costs, mine closure and restoration costs, future capital expenditures and appropriate discount rates for future cash flows. The estimates and assumptions are subject to risk and uncertainty, and as such there is the possibility that changes in circumstances will alter these projections, which may impact the recoverable amount of the assets. In such circumstances, some or all of the carrying value of the assets may be further impaired or the impairment charge reduced with the impact recorded in the statements of income.

If, after the Company has previously recognized an impairment loss, circumstances indicate that the recoverable amount of the impaired assets is greater than the carrying amount, the Company reverses the impairment loss by the amount the revised fair value exceeds its carrying amount, to a maximum of the previous impairment loss. In no case shall the revised carrying amount exceed the original carrying amount, after depreciation or amortization, that would have been determined if no impairment loss had been recognized.

Valuation of inventory

The measurement of inventory including the determination of its net realizable value, especially as it relates to ore in stockpiles, involves the use of estimates. Net realizable value is determined with reference to relevant market prices less applicable variable selling expenses. Estimation is also required in determining the tonnage, recoverable gold and copper contained therein, and in determining the remaining costs of completion to bring inventory into its saleable form. Judgment also exists in determining whether to recognize an adjustment on the net realizable value on mine operating supplies, and estimates are required to determine salvage or scrap value of supplies.

Estimates of recoverable gold or copper on the leach pads are calculated from the quantities of ore placed on the leach pads (measured tons added to the leach pads), the grade of ore placed on the leach pads (based on assay data) and a recovery percentage (based on ore type).

Provisions for mine closure and restoration

The amounts recorded for mine closure and restoration obligations are based on estimates prepared by management environmental specialists, engaged in the jurisdictions in which the Company operates or by environmental specialists within the Company. These estimates are based on remediation activities that are required

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Table of Contents

Aura Minerals Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2024, 2023 and 2022
Expressed in thousands of United States dollars, except where otherwise noted.

4       SIGNIFICANT ACCOUNTING ESTIMATES AND JUDGEMENTS (cont.)

by environmental laws, the expected timing of cash flows, and the pre-tax risk-free interest rates on which the estimated cash flows have been discounted. These estimates also include an assumption on the rate at which the costs may inflate in future periods. Actual results could differ from these estimates. The estimates on which these fair values are calculated require extensive judgment about the nature, cost and timing of the work to be completed, and may change with future changes to costs, environmental laws and regulations and remediation practices.

Recoverability of deferred tax assets

Preparation of the consolidated financial statements requires an estimate of income taxes in each of the jurisdictions in which the Company operates. The process involves an estimate of the Company’s current tax exposure and an assessment of temporary differences resulting from differing treatment of items, such as depletion and amortization, for tax and accounting purposes, and when they might reverse.

These differences result in deferred tax assets and liabilities that are included in the Company’s consolidated statements of financial position. An assessment is also made to determine the likelihood that the Company’s future tax assets will be recovered from future taxable income.

Judgement is required to continually assess changes in tax interpretations, regulations and legislation, and make estimates about future taxable profits, to ensure deferred tax assets are recoverable.

Fair value of derivatives and other financial instruments

The fair value of financial instruments that are not traded in active markets is determined using valuation techniques. The Company uses its judgment in selecting various methods and making assumptions that are based primarily on market conditions existing at the reporting date. The Company has calculated the fair value of various financial assets and liabilities at fair value through other comprehensive income and through profit & loss, which are not traded in active markets.

The derivative financial instruments were evaluated using the curves and market prices that impact each instrument on the calculation dates and uses the Company´s management judgment in selecting various methods and making assumptions, such as the commodity options. For swaps, the present value of the paying and receiving amounts are estimated by discounting the cash flows by the interest rates in the corresponding currencies. The fair value is obtained by the difference between the present value of the paying and receiving amounts of the swap in the reference currency.

5       DISCONTINUED OPERATION AND ASSET HELD FOR SALE

(a)     Discontinued operations — Gold Road

During the year ended on December 31, 2021, the Company decided to transition Gold Road into care and maintenance and the Board of Directors of Gold Road started to evaluate together with the Gold Road’s lender, alternatives to dispose of the assets of Gold Road.

On February 28, 2022 PPG, Aura Technical Services (“ATS”), Z79 and Gold Road executed a settlement and wind-down agreement with Pandion (PPG) to evaluate the possibilities to transfer the shares of Z79 (shareholder of Gold Road Mine) to PPG. On May 20, 2022, Aura completed all the conditions set in the agreement and transferred the control over management and decisions of Gold Road´s operations to PPG. As a result of the loss of control, the Company reports the financial statements of Gold Road as a discontinued operation for the year ended December 31, 2022. The transfer of the shares was completed on 26 July 2022.

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Table of Contents

Aura Minerals Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2024, 2023 and 2022
Expressed in thousands of United States dollars, except where otherwise noted.

5       DISCONTINUED OPERATION AND ASSET HELD FOR SALE (cont.)

The financial performance and cash flow information of Gold Road for the year ended December 31, 2022 is summarized below:

 

December 31,
2022

Care-and-maintenance expenses

 

(2,502

)

Operating expense

 

(2,502

)

     

 

Finance costs

 

(2

)

Other gain

 

2,623

 

Income before income taxes

 

119

 

     

 

Gain on loss of control of subsidiary

 

10,130

 

Profit from discontinued operation

 

10,249

 

     

 

Income per share

 

0.14

 

 

2022

Net cash inflow from operating activities

 

(3,343

)

Net cash (outflow) from investing activities

 

 

Net cash (outflow) from financing activities

 

3,362

 

Net increase in cash generated by the subsidiary

 

19

 

As a result of the loss of control, the Company de-recognized the carrying amounts of the Gold Road’s assets and liabilities for $16,810 and $26,940, respectively, and recognized the shares retained in the subsidiary at the value assigned in the contract share purchase agreement signed with PPG of $1. As a result the Company recognized a gain of $10.130 in the Consolidated Statements of Income (loss) in the year ended December 31, 2022.

(b) Asset held for sale — São Francisco Mine

In August 24, 2023, the Company entered into an Asset Purchase and Sale Agreement (the “Purchase and Sale Agreement”) with a potential buyer to sell all mineral rights, assets and liabilities related to São Francisco Mine (part of the Apoena Mine segment). The mine was in care and maintenance, and the assets were fully depreciated. The acquisition price was set at $9,000 of which $1,000 has already been received. The agreement includes different precedent conditions to be met in order to complete the sale of the asset. As of December 31, 2024 all conditions have been met, except the transfer of the mineral rights to the buyer, which is awaiting the final authorization to be issued by the Brazilian National Mining Agency.

The following liabilities were reclassified as held for sale in relation to the transaction described above at December 31, 2024, 2023 and 2022:

 

2024

 

2023

 

2022

Liabilities directly associated with assets classified as held for sale

           

Asset retirement obligation

 

2,757

 

4,087

 

Total liabilities of disposal group held for sale

 

2,757

 

4,087

 

F-62

Table of Contents

Aura Minerals Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2024, 2023 and 2022
Expressed in thousands of United States dollars, except where otherwise noted.

6       CASH AND CASH EQUIVALENTS

 

2024

 

2023

 

2022

Cash at bank

 

63,056

 

122,309

 

87,127

Term deposits

 

207,133

 

114,986

 

40,774

Cash and Cash Equivalents

 

270,189

 

237,295

 

127,901

Term deposits represent amounts that have a maturity of three months or less from the date of acquisition and are repayable with 24 hours’ notice with no loss of interest.

7       ACCOUNTS RECEIVABLES

 

2024

 

2023

 

2022

Trade receivables

 

2,354

 

5,263

 

8,773

Other receivables(a)

 

13,481

 

12,362

 

2,934

Accounts receivables

 

15,835

 

17,625

 

11,707

The Company periodically measures expected credit losses and considers the history and financial conditions of its clients. The Company did not recognize any credit losses in these consolidated financial statements.

(a)     Related to the sale agreement by the Company of the Serrote Project to Appian Capital Advisory LLP. The sale price was the total amount of $40 million and the aggregate consideration of $40 million was made up of a cash payment of $30 million (collected), as well as the delivery by the purchasers of a subordinated unsecured promissory note in the principal amount of $10 million plus interest, payable from 75% of excess cash from the project after the project has repaid project financing and operating cash requirements. The note becomes payable immediately in the case Appian Capital Advisory LLP, the current owner of Mineração Vale Verde (“MVV”), that developed the Serrote Project, decides to sell its investment in MVV.

8       VALUE ADDED TAX AND OTHER RECOVERABLE TAXES

 

2024

 

2023

 

2022

Sales taxes and value added taxes

           

Apoena, Almas and other Brazilian Projects

 

30,136

 

26,368

 

12,733

Aranzazu

 

2,796

 

2,090

 

2,240

Minosa

 

24,866

 

21,743

 

19,981

Other taxes

           

Income taxes and social contribution

 

2,699

 

8,895

 

7,849

Total Value added tax and other recoverable taxes

 

60,497

 

59,096

 

42,803

Current

 

19,901

 

42,800

 

30,659

Non-Current

 

40,596

 

16,296

 

12,144

Value added tax receivables are expected to be recovered, taking into consideration the different alternatives available to the Company, including: (1) Reimbursement from government authorities and/or; (2) Used as credit for income tax payments; and/or (3) sales in the domestic market.

F-63

Table of Contents

Aura Minerals Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2024, 2023 and 2022
Expressed in thousands of United States dollars, except where otherwise noted.

9       INVENTORIES

 

2024

 

2023

 

2022

Finished product

 

2,006

 

5,853

 

4,107

Work-in-process

 

47,521

 

25,096

 

15,610

Parts and supplies

 

27,802

 

24,733

 

23,251

Total inventories

 

77,329

 

55,682

 

42,968

Current

 

57,943

 

46,705

 

42,968

Non-current

 

19,386

 

8,977

 

As of December 31, 2024, 2023 and 2022, the non-current inventory is related to Almas’ low grade stockpile.

10     OTHER RECEIVABLES AND ASSETS

 

2024

 

2023

 

2022

Prepaids expenses(a)

 

4,129

 

3,998

 

5,837

Advances to vendors

 

15,378

 

4,036

 

7,215

Deposits

 

4,257

 

3,226

 

474

Employees receivables(b) (Note 30)

 

3,192

 

3,192

 

3,192

Premium receivable(c)

 

 

10,453

 

Other assets(d)

 

3,454

 

2,713

 

12,503

Total receivables and assets

 

30,410

 

27,618

 

29,221

Current

 

25,467

 

23,386

 

13,525

Non-current

 

4,943

 

4,232

 

15,696

____________

(a)      Prepaid expenses are prepayments of general and administrative expenses.

(b)      The Company has paid on behalf of certain key management personnel, certain withholding taxes associated with the exercise of stock options in the amount of $3,192 included as current other receivables (see Note 30 for further details).

(c)      In 2023, the Company entered into derivative collars for the Borborema project and had an outstanding premium to be received in the amount of $10,453, recorded as current other receivables (see Note 27 (a) (ii)).

(d)      On November 7, 2023, the Company entered into a subscription agreement with Altamira Gold Corp. (“Altamira”) pursuant to which it acquired 24,000,000 units of Altamira at a price of $0.090 (C$0.125 — Canadian Dollars) per unit for an aggregate purchase price of $2,167 (C$3,000 — Canadian Dollars) ($2,167). Each unit consists of one common share and one common share purchase warrant of Altamira. Each warrant is exercisable to acquire one share of Altamira at a strike price of $0.14 (C$0.20 — Canadian Dollars) per share for a period of two years from the date hereof. This investment is being recorded at fair value through OCI and the amount as of December 31, 2024 is $2,168 ($2,713 as of December 31, 2023).

In December of 2024, the Company also acquired 5,500,000 shares of Bluestone Resources (approximately 3.6% of interest) that is being recorded at fair value through OCI. The amount as of December 31, 2024 is $1,244.In 2022, the balance refers to the receivable from the sale agreement by the Company of the Serrote Project that was reclassified to current receivables in 2023 (see Note 7).

F-64

Table of Contents

Aura Minerals Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2024, 2023 and 2022
Expressed in thousands of United States dollars, except where otherwise noted.

11     PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment movements for the years ended December 31, 2024, 2023 and 2022 are as follows:

 

Mineral
properties

 

Land and
buildings

 

Furniture,
fixtures and
equipment

 

Plant and
machinery

 

Right of use
assets

 

Assets
under
construction

 

Total

Net book value at December 31, 2023

 

318,651

 

 

53,861

 

 

10,719

 

 

62,138

 

 

37,814

 

 

5,550

 

 

488,733

 

     

 

   

 

   

 

   

 

   

 

   

 

   

 

Additions

 

28,921

 

 

7,216

 

 

1,102

 

 

11,873

 

 

2,711

 

 

137,848

 

 

189,671

 

Depreciation

 

(34,304

)

 

(8,732

)

 

(1,796

)

 

(6,984

)

 

(10,916

)

 

 

 

(62,732

)

Disposals

 

(956

)

 

(397

)

 

(190

)

 

(3,335

)

 

 

 

(10

)

 

(4,888

)

Net book value at December 31, 2024

 

312,312

 

 

51,948

 

 

9,835

 

 

63,692

 

 

29,609

 

 

143,388

 

 

610,784

 

Consisting of:

   

 

   

 

   

 

   

 

   

 

   

 

   

 

Cost

 

574,843

 

 

136,822

 

 

26,609

 

 

192,955

 

 

54,952

 

 

143,388

 

 

1,129,569

 

Accumulated Depreciation

 

(262,531

)

 

(84,874

)

 

(16,774

)

 

(129,263

)

 

(25,343

)

 

 

 

(518,785

)

Net book value at December 31, 2024

 

312,312

 

 

51,948

 

 

9,835

 

 

63,692

 

 

29,609

 

 

143,388

 

 

610,784

 

 

Mineral
properties

 

Land and
buildings

 

Furniture,
fixtures and
equipment

 

Plant and
machinery

 

Right of use
assets

 

Assets
under
construction

 

Total

Net book value at December 31, 2022

 

242,858

 

 

43,667

 

 

13,292

 

 

20,267

 

 

44,437

 

 

14,011

 

 

378,532

 

     

 

   

 

   

 

   

 

   

 

   

 

   

 

Additions

 

45,261

 

 

5,027

 

 

717

 

 

4,465

 

 

3,584

 

 

46,345

 

 

105,399

 

Borborema Inc acquisition (Note 12)

 

54,054

 

 

 

 

 

 

 

 

 

 

 

 

54,054

 

Transfers

 

1,637

 

 

11,239

 

 

(1,777

)

 

43,707

 

 

 

 

(54,806

)

 

 

Depreciation

 

(24,895

)

 

(5,868

)

 

(1,433

)

 

(6,301

)

 

(10,031

)

 

 

 

(48,528

)

Disposals

 

(264

)

 

(204

)

 

(80

)

 

 

 

(176

)

 

 

 

(724

)

Net book value at December 31, 2023

 

318,651

 

 

53,861

 

 

10,719

 

 

62,138

 

 

37,814

 

 

5,550

 

 

488,733

 

Consisting of:

   

 

   

 

   

 

   

 

   

 

   

 

   

 

Cost

 

546,878

 

 

130,003

 

 

25,697

 

 

184,417

 

 

52,241

 

 

5,550

 

 

944,786

 

Accumulated Depreciation

 

(228,227

)

 

(76,142

)

 

(14,978

)

 

(122,279

)

 

(14,427

)

 

 

 

(456,053

)

Net book value at December 31, 2023

 

318,651

 

 

53,861

 

 

10,719

 

 

62,138

 

 

37,814

 

 

5,550

 

 

488,733

 

 

Mineral
properties

 

Land and
buildings

 

Furniture,
fixtures and
equipment

 

Plant and
machinery

 

Right of use
assets

 

Assets
under
construction

 

Total

Net book value at December 31, 2021

 

190,344

 

 

47,431

 

 

7,417

 

 

23,611

 

 

688

 

 

16,344

 

 

285,835

 

     

 

   

 

   

 

   

 

   

 

   

 

   

 

Additions

 

89,908

 

 

7,304

 

 

3,387

 

 

6,704

 

 

45,067

 

 

3,136

 

 

155,506

 

Transfers

 

693

 

 

1,717

 

 

3,150

 

 

(91

)

 

 

 

(5,469

)

 

 

Depreciation

 

(25,550

)

 

(10,873

)

 

(662)

 

 

(7,474

)

 

(808

)

 

 

 

(45,367

)

Disposals

 

 

 

(67

)

 

 

 

(1,171

)

 

(505

)

 

 

 

(1,743

)

Discontinued operations

 

(12,537

)

 

(1,845

)

 

 

 

(1,312

)

 

(5

)

 

 

 

(15,699

)

Net book value at December 31, 2022

 

242,858

 

 

43,667

 

 

13,292

 

 

20,267

 

 

44,437

 

 

14,011

 

 

378,532

 

Consisting of:

   

 

   

 

   

 

   

 

   

 

   

 

   

 

Cost

 

446,190

 

 

113,941

 

 

26,837

 

 

136,245

 

 

48,833

 

 

14,011

 

 

786,057

 

Accumulated depreciation

 

(203,332

)

 

(70,274

)

 

(13,545

)

 

(115,978

)

 

(4,396

)

 

 

 

(407,525

)

Net book value at December 31, 2022

 

242,858

 

 

43,667

 

 

13,292

 

 

20,267

 

 

44,437

 

 

14,011

 

 

378,532

 

The right of use assets corresponds to the lease liability obligations disclosed in Note 19(b).

F-65

Table of Contents

Aura Minerals Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2024, 2023 and 2022
Expressed in thousands of United States dollars, except where otherwise noted.

11     PROPERTY, PLANT AND EQUIPMENT (cont.)

As of December 31, 2024, the Company had the total amount of $16,294 ($17,239 in 2023 and $18,872 in 2022) recorded as asset retirement obligations (see liability movement at Note 17) and the movement of this amount is as follows:

 

2024

 

2023

 

2022

Balance, beginning of year

 

17,239

 

 

18,872

 

 

20,504

 

Additions(a)

 

2,007

 

 

 

 

 

Change in estimate

 

(505

)

 

(402

)

 

(654

)

Depreciation

 

(2,447

)

 

(1,231

)

 

(978

)

Balance, end of year

 

16,294

 

 

17,239

 

 

18,872

 

____________

(a)      Refers to the Borborema project asset retirement obligations provision recorded in 2024.

For the year ended December 31, 2024, the total amount of $4,991 of interest in loans and debentures was capitalized (100% capitalization rate) as part of the construction cost at Borborema project ($3,220 in 2023). Also, during the year ended December 31, 2023, the total amount of $2,902 ($1,248 in 2022) was capitalized as part of the construction of Almas project, that was only capitalized until the mine reached commercial production in August of 2023.

12     INVESTMENT IN JOINT VENTURE

The carrying amount of equity-accounted investment in the Joint Venture in Borborema Inc has changed as follows in the year ended December 31, 2023 and 2022.

 

2023

 

2022

Balance at the beginning of the year

 

54,353

 

 

Loss for the year

 

(1,894

)

 

Joint Venture acquisition

 

 

 

54,353

Investment included in the consolidation (acquisition of control)

 

(52,459

)

 

Balance at the end of the year

 

 

 

54,353

On September 21, 2022, the Company concluded the acquisition of 100% of outstanding shares of Big River Gold Limited (“Big River”) through its recently created entity Borborema Inc (“Borborema” or “JV Company”). As part of the acquisition of Big River, Dundee Resources Limited (“Dundee”) has received 20% of the outstanding shares of Borborema in compensation for its previously owned shares of Big River (“project”), thus establishing the JV Company. After the conclusion of the acquisition, Aura and Dundee were the only shareholders of 80% and 20%, respectively of the issued and outstanding shares of the joint venture Borborema Inc, which is the indirect owner of all the rights, titles and interests in Big River. At this point, Borborema was accounted for as a joint venture in the Company’s financial statements, since according to the Shareholders’ Agreement, decision making was equally divided among the Company and Dundee.

On August 29, 2023, the Company and Dundee Resources Limited entered into a Transfer of interest and Borborema shareholder agreement termination agreement (“Borborema agreement”). The Borborema agreement states that Dundee desired to exit the Borborema joint venture and agreed to sell, transfer and otherwise convey all of their shares in the capital of the JV Company to Aura in exchange for the granting of a net smelter returns royalty under a Royalty agreement.

F-66

Table of Contents

Aura Minerals Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2024, 2023 and 2022
Expressed in thousands of United States dollars, except where otherwise noted.

12     INVESTMENT IN JOINT VENTURE (cont.)

On the same day, Dundee transferred to Aura all of Dundee’ rights, titles and interests in consideration of Aura causing the JV Company and Aura to grant the Royalty Agreement that will be applicable, if the project declares commercial production, as follows:

(i)     1.5% of the Net Smelter Returns for each such calendar quarter in respect of the first 1,500,000 ounces of gold produced and sold; and (ii) 1% of the Net Smelter Returns for each such calendar quarter in respect of which an additional 500,000 ounces of gold are produced and sold after the initial 1,500,000 ounces of gold has been produced and sold. Once 2,000,000 ounces of gold are produced and sold, the Royalty shall be extinguished and be of no further force or effect.

Upon acquisition of the additional 20% interest from Dundee, the Company began consolidating Borborema Inc in its financial statements.

Management has treated this transaction as an asset acquisition, given that Borborema Inc. has a high concentration (more than 95%) in the mineral properties asset and also concluded that there was a change in the fair value of the asset since its initial acquisition, mainly related to the completion of the feasibility study of the project and the advancement in permits required to the execution of the project, and therefore a gain related to the revaluation of the investment of $5,505 in 2023 was recognized as “Other (expenses) income”. From the agreement date, Borborema Inc. became a subsidiary of Aura and since that date is being consolidated in the financial statements. Until the date of the acquisition of control, the Company had recorded the total amount of ($1,894) of equity pick-up, also as “other (expenses) income”.

The consolidated financial information of Borborema Inc. as of the date of acquisition, that was consolidated at the Company´s consolidated financial statements included $3,727 of cash and cash equivalent, $54,054 of Minerals properties (Note 11) and other immaterial assets and liabilities.

13     TRADE AND OTHER PAYABLES

 

2024

 

2023

 

2022

Trade accounts payable to suppliers

 

69,565

 

57,402

 

46,863

Other taxes payables and other

 

15,820

 

17,146

 

13,163

Accrued liabilities to suppliers

 

12,682

 

13,088

 

11,282

Deferred revenue(a)

 

 

4,878

 

Total accounts payable

 

98,067

 

92,514

 

71,308

____________

(a)      In March 2023, Auramet International Inc. (“Auramet”) agreed to make an advance payment of $10,000 to Aura Almas Mineração S.A. (“Aura Almas”) for 5,538 troy ounces of gold bullion. The advance settlement by the Aura Almas started on a weekly basis in September 2023 and was completely satisfied by February 2024.

F-67

Table of Contents

Aura Minerals Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2024, 2023 and 2022
Expressed in thousands of United States dollars, except where otherwise noted.

14     LOANS AND DEBENTURES

The list of loans and debentures held by the Company, on a consolidated basis, as of December 31, 2024, 2023 and 2022 is as follows:

Financial debt

 

Maturity
Date

 

Interest
Rate

 

12/31/2024

 

12/31/2023

 

12/31/2022

Bank Occidente

                   

Q2 2022 Promissory Note (“5º Promissory Note”)

 

May 2026

 

6.25%

 

3,882

 

6,390

 

8,702

Q3 2022 Promissory Note (“6º Promissory Note”)

 

August 2026

 

6.25%

 

4,709

 

7,153

 

9,259

Q2 2023 Promissory Note (“7º Promissory Note”)

 

June 2026

 

7.50%

 

1,320

 

3,819

 

Q1 2024 Promissory Note (“8° Promissory Note”)

 

February 2026

 

7.50%

 

3,000

 

 

Q3 2024 Promissory Note (“9° Promissory Note”)

 

July 2027

 

8.00%

 

4,178

 

 

Bank Atlántida

                   

Q2 2017 Loan Agreement (“1º Loan”)

 

July 2023

 

7.30%

 

 

 

1,306

Q4 2021 Loan Agreement (“5º Loan”)

 

November 2023

 

7.00%

 

 

 

1,440

Q1 2022 Loan Agreement (“6º Loan”)

 

March 2023

 

6.00%

 

 

 

500

Q2 2022 Loan Agreement (“7º Loan”)

 

March 2027

 

6.50%

 

5,625

 

8,125

 

10,000

Q2 2023 Loan Agreement (“8º Loan”)

 

April 2024

 

6.50%

 

 

600

 

Bank ABC Brasil S.A.

                   

Q4 2022 Loan Agreement (“5º Loan”)

 

January 2026

 

5.38%

 

10,968

 

17,549

 

17,301

Bank Santander Mexico

                   

Q2 2022 Loan Agreement (“1º Loan”)

 

December 2024

 

* SOFR + 4.0%

 

 

9,675

 

20,161

Q2 2022 Loan Agreement (“2º Loan”)

 

December 2024

 

* SOFR + 4.0%

 

 

10,000

 

10,000

Q2 2023 Loan Agreement (“3º Loan”)

 

December 2024

 

* SOFR + 4.0%

 

 

7,579

 

Q3 2024 Loan Agreement (“5° Loan”)

 

August 2027

 

* SOFR + 3.8%

 

35,333

 

 

Bank Santander Brazil

                   

Q1 2019 Loan Agreement (“1º Loan”)

 

October 2023

 

5.29%

 

 

 

2,951

Q4 2020 Loan Agreement (“2º Loan”)

 

December 2023

 

4.95%

 

 

 

1,686

Q3 2023 Loan Agreement (“4° Loan”)

 

November 2028

 

9.51%

 

104,073

 

103,972

 

Bank Itau

                   

Q1 2020 Loan Agreement (“1º Loan”)

 

March 2023

 

7.00%

 

 

 

1,600

Q1 2021 Loan Agreement (“2º Loan”)

 

March 2024

 

4.65%

 

 

1,500

 

7,500

Q4 2023 Loan Agreement (“3º Loan”)

 

May 2028

 

7.48%

 

 

30,193

 

Bank Safra

                   

Q1 2022 Loan Agreement (“2º Loan”)

 

March 2024

 

3.70%

 

 

3,354

 

10,283

Q3 2024 Loan Agreement (“2° Loan”)

 

August 2026

 

7.10%

 

20,513

 

 

Bank Brasil

                   

Q1 2024 Loan Agreement (“1º Loan”)

 

December 2028

 

6.50%

 

10,003

 

 

Bank Bradesco

                   

Q1 2022 Loan Agreement (“1º Loan”)

 

February 2025

 

* CDI + 2.342%

 

2,453

 

7,797

 

9,627

Q4 2024 Loan Agreement (“2° Loan”)

 

December 2028

 

6.50%

 

43,000

 

 

Other banks

                   

BTG Pactual

 

November 2027

 

6.70%

 

20,116

 

20,116

 

20,000

Citi Bank

 

June 2025

 

7.70%

 

 

20,000

 

F-68

Table of Contents

Aura Minerals Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2024, 2023 and 2022
Expressed in thousands of United States dollars, except where otherwise noted.

14     LOANS AND DEBENTURES (cont.)

Financial debt

 

Maturity
Date

 

Interest
Rate

 

12/31/2024

 

12/31/2023

 

12/31/2022

Debentures payable

                   

Debentures – 1st issuance(a)

 

July 2026

 

CDI + 4.35%

 

 

65,767

 

81,726

Debentures – 2nd issuance

 

October 2030

 

CDI + 1.60%

 

162,515

 

 

Gold Royalty Corp

                   

Gold linked loan(b)

 

December 2029

 

8.5%

 

11,416

 

10,000

 

Total

         

443,104

 

333,589

 

214,042

Current

         

82,007

 

82,865

 

73,215

Non-Current

         

361,097

 

250,724

 

140,827

____________

*        Definition: Secured Overnight Financing Rate Data (“SOFR”) and Certificates of Interbank Deposits (“CDI”)

(a)     Prepayment of Alma´s 1st Debenture issuance and other debt

In October 2024, the Company´s subsidiary, Almas, prepaid the 1st issuance of debentures in the total amount of $34,693. In addition to that, the Company concluded the prepayment of the Banco do Brazil and Citibank debts in the total amount of $39,000.

(b)    Borborema Gold Linked Loan Agreement

In December 19, 2023 (“gold linked loan agreement date), Borborema Inc entered into a Gold-Linked Loan Agreement (the “Gold-Linked Loan”) in the amount of $10,000 with a Gold Royalty Corp. (“Gold Royalty”) to fund the Borborema project.

The Company recognized the loan at amortized cost and the derivatives measured at fair value through profit and loss. The embedded derivatives identified in the agreement are:

-        Interest should be paid on a quarterly basis in cash corresponding to 110 ounces of gold (440 ounces per year); and

-        Option to prepay the loan commencing at the end of 24 months following the gold linked loan agreement date.

Management has bifurcated the instrument to recognize a separate derivative embedded in the loan considering a market interest rate of 8.5%. For the year ended December 31, 2024, the Company recorded $809 as interest expense and $1,720 variation of fair value of the derivative liability ($- for the interest expense and derivative for the year ended December 31, 2023).

New Debt Agreements

Almas Mine

        Banco do Brasil S.A.: Principal amount of $19,000, in June 2024, with due date May 2027 that was prepaid in October 2024 (see Note (a) above for further details);

        Safra Bank: Principal amount of $20,000, in August 2024, with a due date August 2026.

        2nd Issuance of debentures: In October 2024, the Company concluded the 2nd issuance of simple debentures, secured and fully guarantee, in a single series, for public distribution, principal amount of $175,593 (Brazilian Reais — R$1,000,000), with interest rate of 100 CDI + 1.6% per year. On the

F-69

Table of Contents

Aura Minerals Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2024, 2023 and 2022
Expressed in thousands of United States dollars, except where otherwise noted.

14     LOANS AND DEBENTURES (cont.)

same date, Almas entered into a swap agreement with Banco Itaú S.A. to fully hedge the debentures, to exchange rate variation of Brazilian Reais with U.S. Dollars, plus a fixed linear rate of 6.975% per annum (see Note 27 (a) (i) for further details).

Minosa Mine

        Occidente Bank: Principal amount of $5,000, in March 2024, with interest rate of 7.5% per year and due date in February 2026.

        Occidente Bank: Principal amount of $4,640, in August 2024, with interest rate of 8.0% per year and due date in July 2027.

Apoena Mine

        Banco do Brasil S.A.: Principal amount of $10,000, in February, 2024, with interest rate of 6.5% per year with due date December 2028.

        Bradesco Bank: Principal amount of $43,000, in December 2024, with interest rate of 6.5% per year with due date December 2028.

Aranzazu Mine

        Santander Bank: Principal amount of $15,000, in August 2024 plus $22,000 in December, 2024, with interest rate of SOFR + 3.8% per year and due date in July 2027.

The future flows of loans and debentures payments are as follows:

 

Amount

2025

 

82,007

2026

 

86,114

2027

 

96,552

2028

 

88,035

2029

 

45,181

2030 onwards

 

45,215

   

443,104

Financial Covenants

Mineração Apoena S.A. (“Apoena”) — subsidiary of the Company

-        Bank BTG Pactual.: Principal of US$37,000 entered in August 2027

The agreement has financial covenants where Net Debt should be lower than 2.75x over the last 12 months EBITDA. The covenant is measured on a quarterly basis at Aura Minerals Inc.

Aranzazu Holdings SA de CV (“Aranzazu”) — subsidiary of the Company

-        Bank Santander México S.A.: Principal of US$25,000 entered in June 2022

The agreement has financial covenants where: Net Debt should be lower than 2.0x over the last 12 months EBITDA; and last 12 months EBITDA over the interest paid should be over or equal 5.0x. The covenant is measured on a quarterly basis at the subsidiary.

F-70

Table of Contents

Aura Minerals Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2024, 2023 and 2022
Expressed in thousands of United States dollars, except where otherwise noted.

14     LOANS AND DEBENTURES (cont.)

Aura Almas Mineração S.A. (“Almas”) — subsidiary of the Company

-        Debentures: Principal of R$1,000,000 (US$161,491) entered in October 2024.

The agreement also includes a financial covenant where the Company’s last 12 month EBITDA should be equal or lower than 2.75 times the net debt to be measured on quarterly basis. The covenant is measured based on Aura Minerals consolidated financial statements.

Cascar Brasil Mineração Ltda. (“Cascar”) — subsidiary of the Company (Borborema Project)

-        Santander Brasil S.A., principal of $100,750 entered in September 2023

The agreement has one financial covenant where Cascar’s Net Debt should be lower than 1.5x over Cascar’s last 12 months EBITDA. The Company should comply with the covenant after the grace period that ends in September 2025, with the first covenant measurement in 2026.

For the years ended December 31, 2024, 2023 and 2022, the Company and its subsidiaries are in compliance with all the financial covenants.

15     LIABILITY MEASURED AT FAIR VALUE

At December 19, 2023, the Company, through its subsidiary, Borborema, entered in a Net Smelter Return Royalty Agreement (the “NSR Royalty”) for $21,000 with Gold Royalty Corp (“Grantor”).

The key elements of the agreement are:

a)      Royalty payments: 2% of net smelter returns after commercial production on the first 725,000 ounces produced (“stepdown royalty threshold”);

b)      Stepdown royalty: Upon the aggregate of 725,000 ounces of royalty-generating gold being produced, the royalty shall be reduced to 0.5% of the net smelter returns for the remainder of the term of the royalty agreement;

c)      Grantor’s buyback option: After the stepdown royalty threshold is met, the Grantor has the right to buy back the stepdown royalty at a price of $2,500 that may be exercised at any time following the date on which the earlier of an aggregate of 2,250,000 ounces of royalty-generating gold having been produced or January 1, 2050;

d)      Pre-production payment: The Grantor shall make pre-production payment to the holder of the royalty by delivery of 250 ounces (1,000 ounces per year) of refined gold on the last day of each calendar quarter until the earlier of the commercial production date and the tenth (10th) year anniversary date of the royalty agreement; and

e)      Environmental, Social and Governance (“ESG”) payment: The holders of the royalty should pay the Grantor up to $30 United States Dollars per each gold equivalent ounce of product and such payment shall be satisfied by Borborema as a rebate against ESG related costs. This payment shall be in the maximum aggregate amount of $300 United States Dollars over the term of the Royalty agreement.

This agreement is being accounted at fair value through profit or loss. As the agreement contains more than one embedded derivative (items c and d above), it has been designated at fair value through profit or loss on initial recognition and as such the embedded conversion feature is not separated. The component of fair value changes

F-71

Table of Contents

Aura Minerals Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2024, 2023 and 2022
Expressed in thousands of United States dollars, except where otherwise noted.

15     LIABILITY MEASURED AT FAIR VALUE (cont.)

relating to the Company’s own credit risk is recognized in other comprehensive income. Amounts recorded in OCI related to credit risk are not subject to recycling in profit or loss and will be transferred to retained earnings when realized. Fair value changes relating to market risk are recognized in profit or loss.

The Company determines the amount of fair value changes which are attributable to credit risk by first determining the changes due to market conditions which give rise to market risk, and then deducting those changes from the total change in fair value of the royalty gold agreement. For the year ended December 31, 2024, the decrease in the liability fair value was $719, recorded in the financial result (note 25). The total outstanding balance as of December 31, 2024 is $17,749 ($21,000 as of December 31, 2023).

16     INCOME TAXES

a)      Income taxes

As of December 31, 2024 the current income tax liabilities is $31,618 ($5,147 as of December 31, 2023).

Income tax expenses included in the consolidated statements of income for the year ended December 31, 2024, 2023 and 2022 are as follows:

 

2024

 

2023

 

2022

Current income tax

 

(52,971

)

 

(18,798

)

 

(26,832

)

Deferred income tax

 

(29,720

)

 

12,372

 

 

1,088

 

Total income/deferred taxes expense

 

(82,691

)

 

(6,426

)

 

(25,744

)

b)      Deferred income tax assets and liabilities

Deferred tax assets and liabilities on the consolidated statements of financial position consist of:

Net deferred income tax assets (liabilities) are classified as
follows:

 

2024

 

2023

 

2022

Deferred income tax assets

 

15,218

 

 

26,646

 

 

31,104

 

Deferred income tax liabilities

 

(31,583

)

 

(8,708

)

 

(26,508

)

Total deferred taxes, net

 

(16,365

)

 

17,938

 

 

4,596

 

The movement in the net deferred income tax asset (liability) account was as follows:

Balance, December 31, 2021

 

3,746

 

Recorded in the statement of income (loss)

 

1,088

 

Recorded through other comprehensive income

 

(894

)

Exchange differences

 

656

 

Balance, December 31, 2022

 

4,596

 

Recorded in the statement of income (loss)

 

12,372

 

Recorded through other comprehensive income

 

374

 

Exchange differences

 

596

 

Balance, December 31, 2023

 

17,938

 

Recorded in the statement of income (loss)

 

(29,720

)

Recorded through other comprehensive income

 

1,942

 

Exchange differences

 

(6,525

)

Balance, December 31, 2024

 

(16,365

)

F-72

Table of Contents

Aura Minerals Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2024, 2023 and 2022
Expressed in thousands of United States dollars, except where otherwise noted.

16     INCOME TAXES (cont.)

The deferred income tax and social contribution are calculated on tax loss carryforwards and the temporary differences between the tax bases of assets and liabilities and their carrying amounts, as follows:

 

2024

 

2023

 

2022

Provision for mine closure and restoration

 

7,057

 

 

8,539

 

 

7,587

 

Tax losses carried forward

 

5,831

 

 

10,780

 

 

11,571

 

Amortization of intangibles

 

5,689

 

 

6,050

 

 

(7,650

)

Non-deductible provisions

 

11,235

 

 

5,146

 

 

10,181

 

Non-deductible exchange changes

 

(442

)

 

(1,959

)

 

(620

)

Deferred taxes over non-monetary items

 

(34,974

)

 

(5,426

)

 

(11,759

)

Depreciation

 

(9,198

)

 

(4,011

)

 

1,797

 

Advance payments

 

(3,488

)

 

(281

)

 

(483

)

Others

 

1,925

 

 

(900

)

 

(6,028

)

Total of deferred tax assets and liabilities

 

(16,365

)

 

17,938

 

 

4,596

 

     

 

   

 

   

 

Fair value of financial instruments

 

(832

)

 

1,110

 

 

1,472

 

Total of deferred tax on OCI

 

(832

)

 

1,110

 

 

1,472

 

c)      Effective tax rate

 

2024

 

2023

 

2022

Profit before Income taxes

 

52,420

 

 

38,306

 

 

81,991

 

Income taxes at statutory rate applicable to the parent Company (0%)

 

 

 

 

 

 

     

 

   

 

   

 

Adjustments for calculating the effective rate

   

 

   

 

   

 

Tax calculated at the domestic rates

 

(49,094

)

 

(20,480

)

 

(25,898

)

Non-deductible expenses/non-taxable (income)

 

(1,585

)

 

5,918

 

 

3,700

 

Deferred tax assets from losses carried forward

 

1,323

 

 

10,251

 

 

90

 

Unrecognized deferred tax asset (losses carried forward)

 

(10,043

)

 

(3,387

)

 

(3,082

)

Tax exemptions

 

1,261

 

 

910

 

 

4,433

 

Withholding taxes on distribution

 

(2,944

)

 

 

 

(3,880

)

Deferred taxes over non-monetary items

 

(19,309

)

 

1,904

 

 

 

Others

 

(2,300

)

 

(1,542

)

 

(1,107

)

Income tax expense

 

(82,691

)

 

(6,426

)

 

(25,744

)

Effective tax rate

 

158.00

%

 

16.78

%

 

31.40

%

Uncertain tax position (“UTP”) represents tax positions taken that are subject to varied interpretations of applicable tax law. The Company assessed their position and concluded that there are no UTP that need to be disclosed or recognized in the consolidated financial statements.

F-73

Table of Contents

Aura Minerals Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2024, 2023 and 2022
Expressed in thousands of United States dollars, except where otherwise noted.

17     PROVISION FOR MINE CLOSURE AND RESTORATION

 

2024

 

2023

 

2022

Balance, beginning of year

 

48,727

 

 

48,262

 

 

41,456

 

Accretion expense (note 25)

 

5,972

 

 

4,954

 

 

4,332

 

Change in estimate

 

715

 

 

(402

)

 

2,608

 

Additions

 

2,007

 

 

 

 

 

Change in estimation for mine closure and restoration for properties in care & maintenance

 

(1,330

)

 

 

 

 

Foreign exchange

 

(5,518

)

 

 

 

 

Held for sale liability (Note 5)

 

 

 

(4,087

)

 

 

Discontinued operations

 

 

 

 

 

(134

)

Balance, end of year

 

50,573

 

 

48,727

 

 

48,262

 

Provision for mine closure and restoration is related to the closure costs and environmental restoration associated with mining operations. The provisions have been recorded at their net present values, using a discount rate for each entity based on their life of mine and the corresponding country treasury bill rates of 11.73%, 10.02%, and 7.22% (11.75%, 8.94%, and 13.65% in 2023 and 13.75%, 8.94%, and 14.64% in 2022) for, Brazil, Mexico, and Honduras, respectively. The provisions have been re-measured at each reporting date, with the accretion expense being recorded as a finance cost.

18     OTHER PROVISIONS

 

Long-term
employee
benefits

 

Provision
for judicial
contingencies

 

Total

At December 31, 2021

 

11,339

 

 

584

 

 

11,923

 

Periodic service and finance cost (Note 25)

 

536

 

 

 

 

536

 

Change in provision for the year

 

622

 

 

(60

)

 

562

 

Actuarial changes

 

800

 

 

 

 

800

 

Settlement during the year

 

(282

)

 

 

 

(282

)

At December 31, 2022

 

13,015

 

 

524

 

 

13,539

 

Periodic service and finance cost (Note 25)

 

1,032

 

 

 

 

1,032

 

Change in provision for the year

 

841

 

 

148

 

 

989

 

Actuarial changes

 

(774

)

 

 

 

(774

)

Settlement during the year

 

(2,150

)

 

 

 

(2,150

)

At December 31, 2023

 

11,964

 

 

672

 

 

12,636

 

Periodic service and finance cost (Note 25)

 

1,045

 

 

 

 

1,045

 

Change in provision for the year

 

789

 

 

2,612

 

 

3,401

 

Actuarial changes

 

1,695

 

 

 

 

1,695

 

Settlement during the year

 

(1,633

)

 

 

 

(1,633

)

At December 31, 2024

 

13,860

 

 

3,284

 

 

17,144

 

Contingent liabilities for which either the Company is unable to make a reliable estimate of the expected financial effect that might result from resolution of the proceeding, or a cash outflow is not probable, are not recognized as liabilities in the consolidated financial statements.

F-74

Table of Contents

Aura Minerals Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2024, 2023 and 2022
Expressed in thousands of United States dollars, except where otherwise noted.

18     OTHER PROVISIONS (cont.)

Long-term employee benefits liability exists as a result of a legal requirement in Honduras pursuant to which the Company is obligated to pay a severance payment based on the years of service provided by an employee without regard to the cause of termination. The main assumptions used on the long term employee benefit calculation for the years ended December 31, 2024, 2023 and 2022 is as follows:

 

2024

 

2023

 

2022

Discount Rates

 

6.00

%

 

6.50

%

 

4.70

%

Salary Increase Rate

 

7.50

%

 

7.50

%

 

7.50

%

Long Term Inflation

 

5.00

%

 

5.00

%

 

5.00

%

19     OTHER LIABILITIES

 

2024

 

2023

 

2022

NSR royalty (note 19 (a))

 

971

 

826

 

638

Lease payment obligation (note 19 (b))

 

24,251

 

38,654

 

39,252

Total other liabilities

 

25,222

 

39,480

 

39,890

Current

 

14,190

 

14,771

 

12,978

Non-current

 

11,032

 

24,709

 

26,912

a)      NSR Royalty

The movements of the NSR Royalty is as follows:

 

2024

 

2023

 

2022

Balance, beginning of year

 

826

 

 

638

 

 

1,518

 

Royalty payments

 

(1,699

)

 

(1,452

)

 

(1,635

)

Increase in NSR obligations

 

1,844

 

 

1,640

 

 

1,152

 

Discontinued operations

 

 

 

 

 

 

 

(397

)

Balance, end of year

 

971

 

 

826

 

 

638

 

b)      Lease Payment Obligation

The movements of the lease liability obligation are as follows:

 

2024

 

2023

 

2022

Balance, beginning of year

 

38,654

 

 

39,252

 

 

1,110

 

Change in estimate

 

2,711

 

 

3,585

 

 

45,191

 

Accretion expense (Note 25)

 

9,144

 

 

7,120

 

 

879

 

Lease payments (Principal)

 

(13,285

)

 

(13,395

)

 

(7,785

)

Lease payments (Interest)

 

(3,917

)

 

 

 

 

Foreign exchange

 

(9,056

)

 

2,092

 

 

 

Discontinued operations

 

 

 

 

 

(143

)

Balance, end of year

 

24,251

 

 

38,654

 

 

39,252

 

Current

 

13,216

 

 

13,945

 

 

12,340

 

Non-current

 

11,035

 

 

24,709

 

 

26,912

 

The weighted average discount rate applied to the new lease liabilities within the year ended December 31, 2024 was 11.73% (13.15% in 2023 and 13.75% in 2022), based on their corresponding country treasury bill rates.

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Table of Contents

Aura Minerals Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2024, 2023 and 2022
Expressed in thousands of United States dollars, except where otherwise noted.

19     OTHER LIABILITIES (cont.)

Lease liabilities are reflected within the current and long-term liabilities in the consolidated statements of financial position. The finance cost or amortization of the discount on the lease liabilities are charged to the consolidated statements of income using the effective interest method.

20     EQUITY

a)      Authorized

The Company has authorized an unlimited number of common shares.

b)      Stock options

The movement of the Company’s stock options issued and outstanding are as follows:

 

Number of
options

 

Weighted
average price $
(in US dollars)

Balance, December 31, 2021

 

1,999,011

 

 

6.78

Granted

 

42,500

 

 

8.28

Exercised

 

(327,857

)

 

1.57

Forfeited

 

(13,500

)

 

15.33

Balance, December 31, 2022

 

1,700,154

 

 

5.73

Exercised

 

(311,695

)

 

1.16

Forfeited

 

(36,000

)

 

10.99

Balance, December 31, 2023

 

1,352,459

 

 

6.72

Exercised

 

(299,870

)

 

1.09

Balance, December 31, 2024

 

1,052,589

 

 

7.72

As of December 31, 2024, the Company had 1,052,589 options issued and outstanding as follows:

Exercise price $
(in US dollars)

 

Options
outstanding

 

Options
Exercisable

 

Remaining
contractual life
(years)

 

Expiry dates

5.42

 

20,000

 

 

5.9

 

December 1, 2030

6.05

 

22,500

 

 

5.4

 

May 5, 2030

9.79

 

36,000

 

12,000

 

4.1

 

February 22, 2029

9.56

 

707,679

 

707,679

 

6.2

 

April 3, 2031

10.65

 

36,000

 

12,000

 

4.2

 

March 3, 2029

10.65

 

13,500

 

9,000

 

5.8

 

December 10, 2030

10.65

 

216,910

 

130,027

 

2.8

 

February 10, 2027

7.72

 

1,052,589

 

870,706

 

5.30

   

c)      Share-based payment expense

Share-based payment expense is measured at fair value and recognized over the vesting period from the date of grant. For the years ended December 31, 2024, 2023 and 2022, share-based payment expense recognized in general and administrative expenses (note 23) was $186, $287 and $471 respectively.

During the years ended December 31, 2024 and 2023, the Company did not grant new stock options.

F-76

Table of Contents

Aura Minerals Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2024, 2023 and 2022
Expressed in thousands of United States dollars, except where otherwise noted.

20     EQUITY (cont.)

d)      Hedge Accounting

Itaú Bank — Swap Agreement

As mentioned in Note 14, on October 21, 2024, the Company´s subsidiary, Almas, completed the 2nd issuance of debentures. On the same date, Almas entered into a swap agreement with Itaú Bank, to hedge against cash flow exposure arising from the exchange variation in Brazilian Reais versus US Dollars and CDI interest rate.

Under the terms of the agreement, Almas took an active position of R$ (Brazilian Reais) with CDI interest plus 1.6% per year and will pay US Dollars + a fixed linear rate of 6.975% per year.

This derivative transaction was recognized initially at fair value and reported subsequently at fair value in the consolidated statement of financial position. Due to the effectiveness of the hedge, changes in the fair value is recognized in other comprehensive income. The amounts related to its ineffectiveness were recognized in profit or loss.

BTG Bank — Swap Agreement

Due to the 2nd issuance of debentures and the new swap agreement, as mentioned in Note 14, the Company prepaid the 1st issuance of debentures and liquidated the swap agreement that was hedging the effects of the debenture. As at the date of the liquidation, the Company wrote off the amounts that were outstanding in the OCI and in the balance sheet as a derivative liability, into profit and loss. As of October 21, 2024, the Company concluded the prepayment of the swap and liquidated the outstanding amount of $1,964.

Hedge accounting

For the years ended December 31, 2024, 2023 and 2022 the effect of the hedge accounting was ($3,736), ($737) and ($995), respectively recognized in OCI.

e)      Repurchase of shares

On March 14 2024, the Company announced a new normal course issuer bid (“New NCIB”) for its TSX listed shares and a buyback program for its Brazilian Depositary Receipts (“BDRs”) listed in the Brazilian Stock Exchange (“B3”). The limit for purchases under the NCIB and the BDR Buyback Program was a combined aggregate limit, representing, altogether, 2,261,426 Common Shares, or 10% of the public float.

For the year ended December 31, 2024 the Company has repurchased 1,082,497 common shares of its Brazilian Depositary Receipts and 183,710 under the NCIB, for the total amounts of approximately $11,912 and $1,449, respectively, for a total of $13,361 recorded directly in share capital. Until December 31, 2024, the Company has canceled (116,968) shares from the total repurchased.

In December 2021, the Company approved a normal course issuer bid (“NCIB”) and a buyback program for its Brazilian Depositary Receipts (“BDRs” listed in the Brazilian Stock Exchange (“B3”). The limit for purchases under the NCIB and the BDR Buyback Program was a combined aggregate limit, representing, altogether, 2,677,611 Common Shares, or 10% of the public float (within the meaning of the rules of the TSX). The NCIB program expired in December, 2022.

For the year ended December 31, 2022 the Company has repurchased 1,116,918 common shares of its Brazilian Depositary Receipts and 412,416 under the NCIB (total of 1,529,334), for the total amounts of $5,551 and $3,784, respectively, for a total of $9,335 recorded directly on share capital. Until December 31, 2022, the Company has canceled 920,485 shares from the total repurchased.

F-77

Table of Contents

Aura Minerals Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2024, 2023 and 2022
Expressed in thousands of United States dollars, except where otherwise noted.

21     REVENUE

 

2024

 

2023

 

2022

Gold

 

397,376

 

 

240,080

 

 

228,891

 

Copper & Gold concentrate

 

202,709

 

 

178,662

 

 

181,529

 

Provisional prices

 

(5,922

)

 

(1,848

)

 

(17,721

)

Revenue

 

594,163

 

 

416,894

 

 

392,699

 

Revenues for the Minosa, Apoena and Almas relate to the sale of refined gold and for the Aranzazu mine relates to the sale of copper concentrate. The Company’s revenues are concentrated in 4 clients (see Note 28(d)).

For the year ended December 31, 2024, Honduras, Mexico and Brazil represented 29.9%, 33.1% and 37.0% respectively of the Company´s revenue (29.3%, 42.4% and 28.3% in 2023 and 27.7%, 41.7% and 30.6% in 2022).

For the year ended December 31, 2024, the Company´s main clients Auramet International LLC, Asahi Refining USA Inc. and Trafigura México, S.A. de C.V. represented 46.8%, 18.9% and 31.1% respectively of the Company´s revenue (36.2%, 21.4% and 40.7% in 2023 and 36.2% 22.1% and 39.2% in 2022).

22     COST OF GOODS SOLD BY NATURE

 

2024

 

2023

 

2022

Direct mine and mill costs

 

(162,514

)

 

(155,311

)

 

(158,229

)

Direct mine and mill costs – Contractors

 

(78,360

)

 

(63,242

)

 

(44,407

)

Direct mine and mill costs – Salaries

 

(40,172

)

 

(25,508

)

 

(19,002

)

Depletion and amortization

 

(61,847

)

 

(46,816

)

 

(45,368

)

Total

 

(342,893

)

 

(290,877

)

 

(267,006

)

23     GENERAL AND ADMINISTRATIVE EXPENSES

 

2024

 

2023

 

2022

Salaries, wages, benefits and bonus

 

(13,643

)

 

(10,548

)

 

(9,006

)

Professional and consulting fees

 

(7,780

)

 

(5,984

)

 

(5,350

)

Legal, filing, listing and transfer agent fees

 

(709

)

 

(541

)

 

(982

)

Insurance

 

(1,113

)

 

(1,306

)

 

(1,001

)

Directors’ fees

 

(640

)

 

(408

)

 

(32

)

Travel expenses

 

(803

)

 

(628

)

 

(833

)

Share-based payment expense (Note 20c)

 

(186

)

 

(287

)

 

(471

)

Depreciation and amortization

 

(885

)

 

(266

)

 

(180

)

Care and maintenance

 

(1,362

)

 

(2,181

)

 

(2,491

)

Other

 

(6,152

)

 

(5,062

)

 

(4,652

)

Total

 

(33,273

)

 

(27,211

)

 

(24,998

)

“Other” includes contingencies and general expenses, such as energy, software and licenses and membership and subscriptions expenses.

F-78

Table of Contents

Aura Minerals Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2024, 2023 and 2022
Expressed in thousands of United States dollars, except where otherwise noted.

24     EXPLORATION EXPENSES

 

2024

 

2023

 

2022

Minosa

 

(1,107

)

 

(289

)

 

(180

)

Matupa, Tolda Fria and Carajás

 

(6,679

)

 

(4,338

)

 

(3,335

)

Almas

 

(1,134

)

 

 

 

(1,199

)

Apoena

 

(368

)

 

(238

)

 

(1,599

)

Aranzazu

 

(4,673

)

 

(6,916

)

 

(6,151

)

Total

 

(13,961

)

 

(11,781

)

 

(12,464

)

25     FINANCE EXPENSE

 

2024

 

2023

 

2022

Accretion expense (Note 17)

 

(5,972

)

 

(4,954

)

 

(4,332

)

Lease interest expense (Note 19 (b))

 

(9,144

)

 

(7,120

)

 

(879

)

Interest expense on debts (Note 26 (a))

 

(22,063

)

 

(12,464

)

 

(6,413

)

Finance cost on post-employment benefit

 

(1,045

)

 

(1,032

)

 

(536

)

Unrealized loss with derivative gold collars

 

(80,241

)

 

(25,683

)

 

 

Realized loss with derivative gold collars

 

(5,376

)

 

 

 

 

Loss on other derivative transactions

 

(4,707

)

 

(2,888

)

 

 

Foreign exchange

 

(12,268

)

 

(56

)

 

 

Derivative fee (Note 26 (a))(a)

 

(13,522

)

 

 

 

 

Other finance costs

 

(3,444

)

 

193

 

 

(361

)

Finance expenses

 

(157,782

)

 

(54,004

)

 

(12,521

)

     

 

   

 

   

 

Change in liability measured at fair value (Note 15)

 

719

 

 

 

 

 

Unrealized gain with derivative gold collars

 

 

 

 

 

922

 

Foreign exchange

 

 

 

 

 

2,967

 

Interest income

 

5,384

 

 

4,625

 

 

1,235

 

Finance income

 

6,103

 

 

4,625

 

 

5,124

 

Total finance result

 

(151,679

)

 

(49,379

)

 

(7,397

)

____________

(a)      The Company, during the month of April 2024 negotiated with the financial institutions the suspension/elimination of Credit Support Agreements (“CSAs”) related to the gold derivatives which contained certain provisions which would allow such financial institutions to require cash collateral (“margin calls”) if the fair value balances exceeded previously agreed thresholds. As part of the negotiation, the Company agreed to pay the total amount of US$13,522.

26     CASH FLOW INFORMATION

a)      Items adjusting profit (loss) of the year

For the year ended December 31,

 

2024

 

2023

 

2022

Deferred and current income tax expense

 

82,691

 

6,426

 

25,744

 

Gain on discontinued operations (Note 5)

 

 

 

(10,249

)

Depreciation and amortization (Note 11)

 

62,732

 

48,528

 

45,367

 

Accretion expense (Note 25)

 

5,972

 

4,954

 

4,332

 

Lease Interest expense (Note 25)

 

9,144

 

7,120

 

879

 

Interest expense on loans and debentures (Note 25)

 

22,063

 

12,464

 

 

Periodic service, past service and finance costs on post-employment benefit

 

1,045

 

1,873

 

1,158

 

F-79

Table of Contents

Aura Minerals Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2024, 2023 and 2022
Expressed in thousands of United States dollars, except where otherwise noted.

26     CASH FLOW INFORMATION (cont.)

For the year ended December 31,

 

2024

 

2023

 

2022

Unrealized loss on derivatives gold collars (Note 25)

 

80,241

 

 

25,683

 

 

6,413

 

Realized loss on derivatives gold collars (Note 25)

 

5,376

 

 

 

 

 

Loss on other derivatives (Note 25)

 

4,707

 

 

2,888

 

 

 

Foreign exchange (gain) loss (Note 25)

 

12,268

 

 

56

 

 

(2,967

)

Derivative fee (Note 25)

 

13,522

 

 

 

 

 

Change in fair value in liability measured at fair value

 

(719

)

 

 

 

 

Share-based payment expense (Note 23)

 

186

 

 

287

 

 

471

 

Change in estimate for mine closure and restoration

 

(1,330

)

 

 

 

 

(Gain) on fair value change of Serrote Promissory Note

 

(1,253

)

 

(3,468

)

 

(3,707

)

(Gain) on Join Venture acquisition (Note 12)

 

 

 

(5,505

)

 

 

Loss on disposal of assets

 

4,888

 

 

724

 

 

1,743

 

Other non-cash items

 

3,401

 

 

1,637

 

 

1,231

 

Total

 

304,934

 

 

103,667

 

 

70,415

 

b)      Changes in working capital

For the year ended December 31,

 

2024

 

2023

 

2022

Increase in accounts receivables and value added taxes and other recoverable taxes

 

(7,254

)

 

(9,190

)

 

(13,011

)

(Increase) in/Decrease inventory

 

(12,080

)

 

(12,714

)

 

13,481

 

Increase in trade and other payables

 

6,992

 

 

24,516

 

 

71

 

Total

 

(12,342

)

 

2,612

 

 

541

 

c)      Other current and non-current assets and liabilities

For the year ended December 31,

 

2024

 

2023

 

2022

Changes in other current and non-current assets and liabilities consists of:

   

 

   

 

   

 

Decrease in other receivables and assets (non-current)

 

124

 

 

9,717

 

 

1,348

 

(Increase) decrease in other receivables and assets (current)

 

(6,117

)

 

1,628

 

 

(3,232

)

(Increase) other liabilities (current and non-current) and non-current inventories

 

(15,574

)

 

(11,116

)

 

(282

)

Total

 

(21,567

)

 

229

 

 

(2,166

)

d)      Non-cash investing and financing activities consist of:

For the year ended December 31,

 

2024

 

2023

 

2022

Non-cash addition to property, plant and equipment

 

(9,094

)

 

(6,108

)

 

(2,594

)

Total

 

(9,094

)

 

(6,108

)

 

(2,594

)

F-80

Table of Contents

Aura Minerals Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2024, 2023 and 2022
Expressed in thousands of United States dollars, except where otherwise noted.

26     CASH FLOW INFORMATION (cont.)

e)      Debt reconciliation

 

Loans

 

Derivatives

Balance as of December 31, 2021

 

158,031

 

 

2,779

 

     

 

   

 

Changes from Financing cash flows:

   

 

   

 

Loan repayments

 

(60,504

)

 

 

Loan proceeds

 

125,199

 

 

 

Interest paid on debts

 

(7,473

)

 

 

Interest paid on Debentures

 

(9,747

)

 

 

Derivative settlement

 

 

 

4,079

 

     

 

   

 

Other Changes:

   

 

   

 

Interest expenses on loans

 

15,721

 

 

 

Interest expenses on debentures

 

13,070

 

 

 

Derivative result

 

 

 

(8,060

)

FX Adjustments

 

4,745

 

 

(4,881

)

Derivative settlement (withholding taxes)

 

 

 

1,072

 

MTM Adjustment

 

 

 

(2,629

)

Balance as of December 31, 2022

 

239,042

 

 

(7,640

)

Discontinued operations

 

(25,000

)

 

 

Balance as of December 31, 2022 (continued operations)

 

214,042

 

 

(7,640

)

     

 

   

 

Changes from Financing cash flows:

   

 

   

 

Loan repayments

 

(66,273

)

 

 

Loan proceeds

 

179,550

 

 

 

Interest paid on loans*

 

(10,937

)

 

 

Interest paid on debentures*

 

(14,557

)

 

 

Derivative settlement

 

 

 

9,353

 

     

 

   

 

Other Changes:

   

 

   

 

Interest expenses on loans

 

13,767

 

 

 

Interest expenses on debentures

 

12,599

 

 

 

Derivative result

 

 

 

(8,184

)

Foreign exchange adjustments

 

5,398

 

 

(7,019

)

Derivative settlement (withholding taxes)

 

 

 

1,742

 

Fair value adjustment

 

 

 

1,098

 

Gold Hedges fair value adjustment

 

 

 

43,134

 

Balance as of December 31, 2023

 

333,589

 

 

32,005

 

F-81

Table of Contents

Aura Minerals Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2024, 2023 and 2022
Expressed in thousands of United States dollars, except where otherwise noted.

26     CASH FLOW INFORMATION (cont.)

 

Loans

 

Derivatives

Balance as of December 31, 2023

 

333,589

 

 

32,005

 

Changes from Financing cash flows:

   

 

   

 

Loan and debentures repayments

 

(184,385

)

 

 

Loan proceeds

 

314,345

 

 

 

Interest paid on loans*

 

(25,414

)

 

 

Interest paid on debentures*

 

(10,623

)

 

 

Derivative gold collars settlement

 

 

 

(5,376

)

Derivative settlement

 

 

 

2,090

 

     

 

   

 

Other Changes:

   

 

   

 

Interest expenses on loans

 

24,270

 

 

 

Interest expenses on debentures

 

11,018

 

 

 

Derivative result

 

 

 

(2,817

)

Foreign exchange adjustments

 

(21,417

)

 

18,592

 

Derivative settlement (withholding taxes)

 

 

 

715

 

Swap fair value adjustment

 

 

 

5,678

 

Gold Hedges fair value adjustment

 

 

 

85,617

 

Other derivatives fair value adjustment

 

1,721

 

 

2,986

 

Balance as of December 31, 2024

 

443,104

 

 

139,490

 

____________

*        Interest payment on debts and debentures are being presented under financing activities in the Consolidated Statements of Cash Flows

27     FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENT

a)      Financial Instruments

The Company has the following derivative financial instruments in the following line items in the consolidated statements of financial position:

Derivatives Contracts

 

Current/
Non-Current

 

Asset/(Liability) at
12/31/2024

 

Asset/(Liability) at
12/31/2023

 

Asset/(Liability) at
12/31/2022

Swap – Aura Almas (BTG Bank)

 

Current

 

 

 

10,247

 

 

7,640

Swap – Aura Almas (Itaú Bank)

 

Non-current

 

(15,164

)

 

 

 

Swap – Apoena Mines (Bradesco and ABC Bank)

 

Current

 

(3,872

)

 

882

 

 

479

Gold Derivatives

 

Current/Non-current

 

(120,454

)

 

(43,134

)

 

Total

     

(139,490

)

 

(32,005

)

 

8,119

F-82

Table of Contents

Aura Minerals Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2024, 2023 and 2022
Expressed in thousands of United States dollars, except where otherwise noted.

27     FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENT (cont.)

Classification of financial instruments

     

December 31, 2024

 

December 31, 2023

   

Note

 

Measured
at
amortized
cost

 

Fair value
through
profit &
loss

 

Fair value
through
OCI

 

Measured
at
amortized
cost

 

Fair value
through
profit &
loss

 

Fair value
through
OCI

Assets

                           

Current

                           

Cash and cash equivalents

 

6

 

270,189

 

 

 

237,295

 

 

Accounts receivable

 

7

 

2,354

 

13,480

 

 

5,263

 

12,362

 

Derivative financial instrument

 

28

 

 

 

 

 

 

11,129

Non-current

     

 

 

 

 

 

Other receivables and assets

 

10

 

 

 

3,454

 

     

2,713

       

272,543

 

13,480

 

3,454

 

242,558

 

12,362

 

13,842

                             

Liabilities

                           

Current

                           

Trade and other payables

 

13

 

98,067

 

 

 

92,514

 

 

Derivative Financial Instrument

 

28

 

 

19,302

 

 

 

 

Current portion of loan and debentures

 

14

 

78,115

 

3,892

 

 

57,792

 

25,073

 

Liability measured at fair value

 

15

 

 

3,362

 

 

 

2,100

 

Other liabilities

 

19

 

14,190

 

 

 

14,771

 

 

Non-current

                           

Derivative Financial Instrument

 

28

 

 

105,024

 

15,164

 

 

43,134

 

Non-Current portion of loan and debentures

 

14

 

202,474

 

158,623

 

 

210,030

 

40,694

 

Liability measured at fair value

 

15

 

 

14,387

 

 

 

18,900

 

Other liabilities

 

19

 

11,032

 

 

 

24,709

 

 

       

403,878

 

304,590

 

15,164

 

399,816

 

129,901

 

F-83

Table of Contents

Aura Minerals Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2024, 2023 and 2022
Expressed in thousands of United States dollars, except where otherwise noted.

27     FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENT (cont.)

     

December 31, 2022

   

Note

 

Measured at
amortized
cost

 

Fair value
through
profit & loss

 

Fair value
through
OCI

Assets

               

Current

               

Cash and cash equivalents

 

6

 

127,901

 

 

Derivative financial instrument

 

28

 

 

 

8,119

Non-current

     

 

 

Other receivables and assets

 

10

 

 

12,503

 

       

127,901

 

12,503

 

8,119

                 

Liabilities

               

Current

               

Trade and other payables

 

13

 

71,308

 

 

Current portion of loan and debentures

 

14

 

49,685

 

23,530

 

Other liabilities

 

19

 

12,978

 

 

Non-current

               

Non-Current portion of loan and debentures

 

14

 

82,631

 

58,196

 

Other liabilities

 

19

 

26,912

 

 

       

243,514

 

81,726

 

i)       Swap agreements:

As of December 31, 2024, 2023 and 2022, the Company has the following swap agreements:

 

Commodity/
index

 

Current/
Non-Current

 

Asset/(Liability) at
12/31/2024

 

Asset/(Liability) at
12/31/2023

 

Asset/(Liability) at
12/31/2022

Derivatives Contracts

 

Swap – Aura Almas (BTG Bank)(a)

 

CDI

 

Current

 

 

 

10,247

 

 

7,640

Swap – Aura Almas (Itaú Bank)(a)

 

CDI

 

Non-current

 

(15,164

)

 

 

 

Swap – Apoena Mines (Bradesco and ABC Bank)

 

CDI

 

Current

 

(3,872

)

 

882

 

 

479

Total

         

(19,036

)

 

(11,129

)

 

8,119

____________

(a)      The swap agreements from the Company´s subsidiary, Almas, was designated as a hedge accounting, see further details in Note 20 (d).

ii)      Derivative Options

ii) a — Derivative Collars — Almas and Apoena

As of December 31, 2024, the Company had 31,968 outstanding zero cost put/call collars for the Almas Project. The zero-cost put/calls collars have floor prices between $1,558 and $1,650 (average: $1,590) and ceiling prices between $2,280 and $2,450 (average: $2,366) per ounce of gold. The expiration dates are between January 2025 and July 2025 and the notional amounts for the call and put options are $87,138 and $57,821, respectively.

F-84

Table of Contents

Aura Minerals Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2024, 2023 and 2022
Expressed in thousands of United States dollars, except where otherwise noted.

27     FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENT (cont.)

For Apoena Mines, as of December 31, 2024 Mineração Apoena S.A. had zero cost put/call collars for 5,000 ounces of gold with floor price of $1,400 and ceiling price of $2,100 per ounce of gold. The expiration dates start in March 2025 and ends in December 2025.

ii) b — Derivative Collars Borborema Project

During the year ended December 31, 2023, the Company entered into put/call collars, for a total of 215,235 ounces, for the Borborema Project. The put/calls collars have floor prices of $1,745 and ceiling prices at $2,400 per ounce of gold expiring between July 2025 and June 2028 and the notional amounts for the call and put options are $516,514 and $375,549, respectively.

The call options price had a premium set at $14,530, recorded as a finance gain in derivatives transaction during the year ended December 31, 2023. The amount was fully received by June 2024.

The fair value effect of both the Derivative Zero Cost Collars and the Derivative Collars Borborema Project as of December 31, 2024 is ($80,241) ($25,683) as of December 31, 2023), recorded as a finance expenses loss in the financial statements.

As of the date of this Financial Statements, the Company and its subsidiaries have no agreements in place with financial institutions which would require the Company to post cash or any other type of collateral to cover fair value exposure against the Company.

b)      Fair value of financial instruments

In accordance with IFRS 9, the Company measures certain of its financials assets and liabilities at fair value on a recurring basis and these are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. There are three levels of the fair value hierarchy that prioritize the inputs to valuation techniques used to measure fair value:

1)      Level 1, which are inputs that are unadjusted quoted prices in active markets for identical assets or liabilities;

2)      Level 2, which are inputs other than Level 1 quotes prices that are observable, either directly or indirectly, for the asset or liability; and,

3)      Level 3, which are inputs for the asset or liability that are not based on observable market data.

The Company measures certain of its financial assets and liabilities at fair value on a recurring basis and these are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Additionally, the Company classifies derivative assets and liabilities in Level 2 of the fair value hierarchy as they are valued using pricing models which require a variety of inputs such as expected gold price.

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Table of Contents

Aura Minerals Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2024, 2023 and 2022
Expressed in thousands of United States dollars, except where otherwise noted.

27     FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENT (cont.)

The fair value of the Company’s financial assets and liabilities measured at fair value on a recurring basis at December 31, 2024, 2023 and 2022 are summarized in the following table:

     

2024

 

2023

 

2022

   

Level

 

Fair value
through
profit &
loss

 

Fair value
through
OCI

 

Fair value
through
profit &
loss

 

Fair value
through
OCI

 

Fair value
through
profit &
loss

 

Fair value
through
OCI

Assets

                           

Accounts receivable

 

2

 

13,480

 

 

12,362

 

 

 

Derivative financial instrument

 

2

 

 

 

 

11,129

 

 

8,119

Other receivables and assets

 

1

 

 

3,482

 

 

 

2,713

 

12,503

 

       

13,480

 

3,482

 

12,362

 

13,842

 

12,503

 

8,119

                             

Liabilities

                           

Debentures

 

2

 

162,515

 

 

65,767

 

       

Liability measured at fair value

 

3

 

17,749

 

 

21,000

 

 

 

Derivative Financial Instrument

 

2

 

124,326

 

15,163

 

43,134

 

 

 

       

304,590

 

15,163

 

129,901

 

 

 

Transfers between levels 2 and 3

The Company further assessed the need for transfers between levels in the hierarchy given the changes in economic conditions and considered whether a lack of observable information existed for factors relevant to the value of a certain instrument. In 2024 the Company transferred the Liability measured at fair value from level 2 into level 3.

In 2024 the Company transferred the liability measured at fair value from level 2 into level 3 in 2023 the fair value at the reporting date was significantly close to the transaction date and there were no unobservable inputs needed, which in 2024, expected production of gold ounces was considered to be a significant input factor to be used in the calculation.

The liability was subsequently measured using the Monte Carlo simulation model (“Monte Carlo”), which is considered to be a Level 3 fair value measurement.

Valuation inputs and relationships to fair value

The following table summarizes the quantitative information about the significant unobservable inputs used in level 3 fair value measurements:

Description

 

Fair value at

 

Unobservable
inputs

 

Inputs

 

Relationship of unobservable
inputs to fair value

2024

 

2023

 

2024

 

2023

 

Liability measured at fair value (NSR agreement)

 

17,749

 

21,000

 

Expected production of gold ounces

 

747,704

 

n/a

 

If expected production of gold ounces were 10% higher or lower, the fair value would increase/decrease by $1,191

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Table of Contents

Aura Minerals Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2024, 2023 and 2022
Expressed in thousands of United States dollars, except where otherwise noted.

27     FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENT (cont.)

Valuation process

The finance department of the Company includes a team that performs the valuations of non-property items required for financial reporting purposes, including level 3 fair values.

The main level 3 inputs used by the Company are derived and evaluated as follows:

        Discount rates for financial assets and financial liabilities are determined using a capital asset pricing model to calculate a pre-tax rate that reflects current market assessments of the time value of money and the risk specific to the asset.

        Risk adjustments specific to the counterparties (including assumptions about credit default rates) are derived from credit risk gradings determined by internal credit risk management group.

The key inputs into the Monte Carlo simulation model were as follows at December 31, 2024:

Input

 

2024

WACC

 

11.8

%

Credit-risk

 

3.1

%

Expected volatility

 

15.7

%

Fair value of loans and other financial liability

The Company considers that for the loans, that are recorded at their contractual value and other financial liabilities measured at amortized cost, their book values are close to their fair values and therefore information on their fair values is not being presented.

28     FINANCIAL RISK MANAGEMENT

a)      Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company manages its liquidity risk through a planning and budgeting process, which is reviewed and updated, to help determine the funding requirements to support the Company’s current operations and expansion and development plans and by managing its capital structure as described in Note 29 below.

Aura’s objective is to ensure that there are sufficient committed financial resources to meet its short-term business requirements for a minimum of twelve months. In the normal course of business, Aura enters into contracts that give rise to commitments for future payments as disclosed in the following table:

2024

 

Within
1 year

 

2 to 3 
years

 

4 to 5 
years

 

Over 5 
years

 

Total

Trade and other payables

 

98,067

 

 

 

 

98,067

Loans and debentures

 

84,518

 

196,356

 

146,976

 

46,140

 

473,990

Provision for mine closure and restoration

 

9,674

 

5,431

 

8,132

 

35,049

 

58,286

Lease liabilities

 

12,305

 

14,937

 

 

 

27,242

Liability measured at fair value

 

3,915

 

4,332

 

4,882

 

22,860

 

35,989

   

208,644

 

221,056

 

159,990

 

104,049

 

693,739

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Table of Contents

Aura Minerals Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2024, 2023 and 2022
Expressed in thousands of United States dollars, except where otherwise noted.

28     FINANCIAL RISK MANAGEMENT (cont.)

2023

 

Within
1 year

 

2 to 3 
years

 

4 to 5 
years

 

Over 5 
years

 

Total

Trade and other payables

 

92,514

 

 

 

 

92,514

Loans and debentures

 

82,865

 

175,889

 

64,835

 

10,000

 

333,589

Provision for mine closure and restoration

 

2,891

 

1,880

 

9,300

 

34,656

 

48,727

Lease liabilities

 

20,164

 

19,316

 

 

 

39,480

Liability measured at fair value

 

2,128

 

3,253

 

3,975

 

21,514

 

30,870

   

200,562

 

200,338

 

78,110

 

66,170

 

545,180

2022

 

Within
1 year

 

2 to 3 
years

 

4 to 5 
years

 

Over 5 
years

 

Total

Trade and other payables

 

71,308

 

 

 

 

71,308

Short-term & Long-term debt

 

73,214

 

112,002

 

28,826

 

 

214,042

Provision for mine closure and restoration

 

2,403

 

1,986

 

10,540

 

33,333

 

48,262

Other liabilities and Leases

 

12,978

 

26,912

 

 

 

39,890

   

159,903

 

140,900

 

39,366

 

33,333

 

373,502

As of December 31, 2024, Aura has cash and cash equivalents of $270,181 ($237,295: 2023 and $127,907: 2022) and working capital of $200,462 ($181,542: 2023 and $71,755: 2022) (current assets, excluding restricted cash less current liabilities).

b)      Currency risk

Aura’s operations are located in Honduras, Brazil and Mexico, therefore, foreign exchange risk exposures arise from transactions denominated in foreign currencies. Although Aura’s sales are denominated in United States dollars, certain operating expenses of Aura are denominated in foreign currencies, primarily the Honduran lempira, Brazilian real, Mexican peso, Canadian dollar and Colombian peso.

Financial instruments that impact Aura’s net losses or other comprehensive losses due to currency fluctuations include cash and cash equivalents, accounts receivable, other long-term assets, accounts payable and accrued liabilities, short term loans and other provisions denominated in foreign currency.

At December 31, 2024, 2023 and 2022, the Company had cash and cash equivalents of $270,189, $236,895 and $82,492, respectively, of which, $229,525 ($117,351 in 2023 and $82,492 in 2022) were in United States dollars, $265 ($63 in 2023 and $78 in 2022) in Canadian dollars, $28,997 ($114,969 in 2023 and $41,399 in 2022) in Brazilian reais, $11,229 ($4,427 in 2023 and $3,819 in 2022) in Honduran lempiras, $158 ($58 in 2023 and $95 in 2022) in Mexican pesos and $14 ($27 in 2023 and $18 in 2022) in Colombian Pesos. An increase or decrease of 5% in the United States dollar exchange rate to the currencies listed above could have increased or decreased the Company’s income for the year by $2,033.

c)      Interest rate risk

The Company’s policy is to minimize interest rate cash flow risk exposures on long-term financing. Longer-term borrowings are therefore usually at fixed rates. As of December 31, 2024, the Company is exposed to changes in market interest rates through a bank borrowing at SOFR interest rate at its subsidiary Aranzazu. All other borrowings are at fixed interest rates or are linked to a swap instrument, minimizing the risk of interest rate exposure. The Company concluded that its exposure to interest rates is immaterial.

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Table of Contents

Aura Minerals Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2024, 2023 and 2022
Expressed in thousands of United States dollars, except where otherwise noted.

28     FINANCIAL RISK MANAGEMENT (cont.)

d)      Credit risk

Credit risk is the risk that a counterparty fails to discharge an obligation to the Company. The Company is exposed to credit risk from financial assets including cash and cash equivalents held at banks, trade and other receivables. The credit risk is managed based on the Company’s credit risk management policies and procedures.

The credit risk in respect of cash balances held with banks and deposits with banks are managed via diversification of bank deposits and are only with major reputable financial institutions.

At December 31, 2024, the Company believes that its trade credit risk is low due to the following reasons:

-        For the sales of refined gold from Almas, Apoena e Minosa, the Company collects payments in advance of delivering its products to its clients.

-        For the sale of copper and gold concentrate from Aranzazu, the Company sells its products to wholly-owned subsidiary of Trafigura Group Pte. Ltd, an investment grade company. The accounts receivable are generally collected within 15 days from the issuance of the invoice.

e)      Market risk

Commodity derivatives transactions — Gold collars

As mentioned in Note 27, the Company uses gold collars in order to mitigate the risk of decline in gold prices for a portion of its projected future production associated with the construction of new projects.

To calculate an expected increase/decrease in the fair value balances of potential increases or decrease in gold prices, the Company used a variation of plus or minus 10% change in gold prices in relation to the December 31, 2024 closing prices.

Liability measured at fair value

As mentioned in Note 15, the Company entered a Net Smelter Return Royalty Agreement that contains more than one embedded derivative, that is being accounted at fair value through profit or loss, and it is exposed to gold prices that can affect its future cashflows.

Gold linked Loan

As mentioned in Note 14, Borborema Inc entered into a Gold-Linked Loan with embedded derivatives measured at fair value through profit and loss that has quarterly payments of gold ounces that are exposed to gold prices that can affect its future cashflows.

To simulate the reasonable scenario to reflect the potential effects on the statement of income (loss) from outstanding transactions, the Company used a variation in the closing and future gold price of 10%. To simulate the potential scenario to reflect the potential effects on the statement of income (loss) from outstanding transactions, the Company used a variation in the closing and future gold price of 10%. The sensitivity analysis of these derivative financial instruments is presented as follows:

Instrument

 

Instrument´s main risk events

 

Reasonable
scenario

 

$ Impact

Derivative financial instruments (Gold collars)

 

Gold price increase/decrease

 

Δ 10

%

 

65,841

Liability measured at fair value

 

Gold price increase/decrease

 

Δ 10

%

 

1,775

Loans and debentures (Gold linked loan)

 

Gold price increase/decrease

 

Δ 10

%

 

421

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Table of Contents

Aura Minerals Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2024, 2023 and 2022
Expressed in thousands of United States dollars, except where otherwise noted.

29     CAPITAL MANAGEMENT

Aura’s objectives in managing capital are to ensure sufficient liquidity is maintained in order to properly develop and operate its current projects and pursue strategic growth initiatives, to ensure that externally imposed capital requirements related to any debt obligations are complied with, and to provide returns for shareholders and benefits to other stakeholders. In assessing the capital structure of the Company, management includes in its assessment the components of shareholders’ equity and long-term debt. The Company manages its capital structure considering changes in economic conditions, the risk characteristics of the underlying assets, and the Company’s liquidity requirements. To maintain or adjust the capital structure, the Company may be required to issue common shares or debt, repay existing debt, acquire or dispose of assets, or adjust amounts of certain investments.

In order to facilitate management of capital, the Company prepares annual budgets which are updated periodically if changes in the Company’s business are considered to be significant. The Board of Directors of the Company reviews and approves all operating and capital budgets as well as the entering into of any material debt obligations, and any material transactions out of the ordinary course of business, including dispositions, acquisitions and other investments or divestitures. In order to maintain or adjust the capital structure, the company may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares to reduce debt.

On June 13, 2022, Aura’s Board of Directors approved a distribution and payment of dividends of US$0.14 per common share in the total amount of $10,200, that was paid in the second quarter of 2022.

On December 6, 2022, Aura’s Board of Directors approved the distribution and payment of dividends of US$0.14 per common share in the total amount of $10,100, The dividend was paid out on December 30, 2022.

On June 7, 2023, Aura’s Board of Directors has declared and approved the payment of dividends of US$0.14 per common share for a total of $10,102. The dividend was paid on June 28, 2023.

On November 29, 2023, Aura announced that the Company’s Board of Directors has declared and approved the payment of a dividend of US$0.25 per common share, in the approximately amount of US$18,059. The dividend for the six months ending on December 31, 2023 and was paid to shareholders on December 19, 2023.

On June 7, 2024, Aura’s Board of Directors has declared and approved the payment of dividends of US$0.35 per common share for a total of $25.3 million. The dividend was paid on June 28, 2024.

On November 4, 2024, Aura approved an amendment to its dividend policy, with the intention of declaring and paying dividends on a quarterly basis. Under the dividend policy, the Company will determine quarterly cash dividends in an aggregate amount equal to 20% of its reported adjusted EBITDA for the relevant three months less sustaining capital expenditures and exploration capital expenditures for the same period.

On the same date, the Board declared and approved the payment of a dividend of US$0.24 per common share, in the approximately amount of $17.4 million. The dividend was paid on December 2, 2024.

30     RELATED PARTY TRANSACTIONS

Key Management Compensation

Total compensation paid to key management personnel (including based salaries, bonuses and other benefits), remuneration of directors and other members of key executive management personnel for the year ended December 31, 2024, 2023 and 2022 were $3.9M, $3M and $2.9M, respectively.

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Table of Contents

Aura Minerals Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2024, 2023 and 2022
Expressed in thousands of United States dollars, except where otherwise noted.

30     RELATED PARTY TRANSACTIONS (cont.)

Director’s fees

Management had issued 189,795 deferred stock units (DSUs) to certain directors and former directors of the Company in 2016. The DSUs are recognized at the fair value of the Company shares based on the provisions of the agreements and will be settled in cash. The balance of the DSUs as of December 31, 2024 is $1,216 and ($688 and $32 in December 31, 2023 and 2022, respectively) and is included as part of Trade and other payables.

Iraja Royalty Payments

As part of the Apoena Mines transaction with Yamana Gold Inc. (“Yamana”), Mineracao Apoena S.A. (“Apoena”) entered into a royalty agreement (the “EPP Royalty Agreement”), dated June 21, 2016, with Serra da Borda Mineracao e Metalurgia S.A. (“SBMM”), Yamana’s wholly-controlled subsidiary. Commencing on and from June 21, 2016, Apoena would pay to SBMM a royalty (the “Royalty”) that is equal to 2.0% of Net Smelter Returns on all gold mined or benefited from Apoena (the “Subject Metals”) sold or deemed to have been sold by or for Apoena.

Effective as at such time as Apoena has paid the Royalty on up to 1,000,000 troy ounces of the Subject Metals, the Royalty shall without the requirement for any further act or formality, reduce to 1.0% of Net Smelter Returns on all Subject Metals sold or deemed to have been sold by or for Apoena.

On October 27, 2017, SBMM entered into an agreement (the “Royalty Swap Agreement”) with Iraja Mineracao Ltda., a company controlled by the same controlling group, a third-party company, for the swap of the EPP Royalty with the RDM Royalty (as defined in the Royalty Swap Agreement) with no change to the terms of the royalty calculation. Aura has incurred expenses of the related royalties of $2,673 in the year ended December 31, 2024 ($2,421: 2023 and $2,457: 2022).

Royalty Agreement for Aura Almas

The Company, through its wholly owned subsidiaries Almas, maintains a royalty agreement with Irajá Mineração Ltda., a company controlled by the same controlling group from Aura, whereby the subsidiary pays 1.2% of the Net Smelter Returns on all gold mined or sold. Aura has incurred expenses of the related royalties of $2,640 in the year ended December 31, 2024.

Royalty Agreement for Matupá

The Company, through its wholly owned subsidiary Matupá, maintains a royalty agreement with Irajá Mineração Ltda., a company controlled by the same controlling group from Aura, whereby the subsidiary will pay 1.2% of the Net Smelter Returns on all gold mined or sold, from the moment that is declared commercial production. The subsidiary is currently in care and maintenance.

Dividends payable to Northwestern

Northwestern, a company controlled by the Chairman of the Board, is the majority shareholder of Aura with approximately 54.8% ownership as of December 31, 2024 (53.3% as of December 31, 2023 and 2022).

In 2024, 2023 and 2022 the Company paid $42.7 million, $28.2 million and $20.2 million respectively of which the amount owed to Northwestern was about $23.3 million, $15.4 million and $10.2 million, respectively.

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Table of Contents

Aura Minerals Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2024, 2023 and 2022
Expressed in thousands of United States dollars, except where otherwise noted.

30     RELATED PARTY TRANSACTIONS (cont.)

Employee withholding taxes payable to the Company

In March 2021, certain key executives of the Company exercised their stock options in return for shares of the Company. Although the executives received shares of the Company instead of a cash payment at the time of the exercise, the Company, following local tax regulation, had the obligation to immediately retain withholding taxes calculated on the expected gain at the time of the exercise, in favor of the local tax authorities. The Board of Directors of the Company authorized such employees to reimburse the Company of such withholding taxes in a maximum period of 18 months (extended until September 2025) with bearing an interest rate of equal or higher of the Applicable Federal Rates (“AFR”) of the month when the withholding tax was retained. Such outstanding balance is guaranteed by shares of the Company owned by such executives in a proportion of 150% of the outstanding balance, and the Company has the right to demand additional shares as collateral in case of reduction of the market price of the shares. Additionally, the receivable becomes immediately due by the employees in case of employment termination. As of December 31, 2024, the total outstanding balance to be received by the Company is $3,129 million ($3,129 million as of December 31, 2023 and 2022).

31     SEGMENT INFORMATION

The reportable operating segments have been identified as the Minosa Mine, Apoena Mine, the Aranzazu Mine, Almas Mine, and Borborema Project. The Company manages its business, including the allocation of resources and assessment of performance, on a project-by-project basis, except where the Company’s projects are substantially connected and share resources and administrative functions. The segments presented reflect the way in which the Company’s management reviews its business performance. Operating segments are reported in a manner consistent with the internal reporting provided to executive management who act as the chief operating decision makers. Executive management is responsible for allocating resources and assessing the performance of the operating segments.

During the period ended March 31, 2025, the Borborema Project was included as a reportable operating segment, as it became a distinct area of focus subject to regular review by Chief Operating Decision Maker (CODM). Additionally, the Projects and Corporate segments, which were previously reported separately, no longer meet the criteria for reportable segments. Accordingly, the financial statements have been recast to reflect this change.

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Table of Contents

Aura Minerals Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2024, 2023 and 2022
Expressed in thousands of United States dollars, except where otherwise noted.

31     SEGMENT INFORMATION (cont.)

For the years ended December 31, 2024, 2023 and 2022, segment information is as follows:

For the year ended December 31,
2024

 

Minosa
Mine
(1)

 

Apoena
Mine
(2)

 

Aranzazu
Mine

 

Almas
Mine

 

Borborema
Project

(Recast)

 

Total
reportable
segments
(Recast)

 

All other
segments
(Recast)

 

Total

Revenue

 

177,692

 

 

90,273

 

 

196,787

 

 

129,411

 

 

 

 

594,163

 

 

 

 

594,163

 

Cost of goods sold

 

(88,999

)

 

(46,398

)

 

(94,198

)

 

(51,451

)

 

 

 

(281,046

)

 

 

 

(281,046

)

Depletion and amortization

 

(5,873

)

 

(16,477

)

 

(25,538

)

 

(13,959

)

 

 

 

(61,847

)

 

 

 

(61,847

)

Gross profit

 

82,820

 

 

27,398

 

 

77,051

 

 

64,001

 

 

 

 

251,270

 

 

 

 

251,270

 

     

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

General and administrative expenses

 

(4,383

)

 

(4,481

)

 

(7,143

)

 

(2,808

)

 

(849

)

 

(19,664

)

 

(13,609

)

 

(33,273

)

Exploration expenses

 

(1,107

)

 

(368

)

 

(4,673

)

 

(1,134

)

 

(305

)

 

(7,587

)

 

(6,374

)

 

(13,961

)

Change in estimation for mine closure and restoration for properties in care & maintenance

 

 

 

1,330

 

 

 

 

 

 

 

 

1,330

 

 

 

 

1,330

 

Operating income/(loss)

 

77,330

 

 

23,879

 

 

65,235

 

 

60,059

 

 

(1,154

)

 

225,349

 

 

(19,983

)

 

205,366

 

     

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

Finance income/(loss)

 

(5,037

)

 

(9,414

)

 

(1,558

)

 

(1,023

)

 

(14,197

)

 

(31,229

)

 

(98,387

)

 

(129,616

)

Interest in debt

 

(2,093

)

 

(5,599

)

 

(2,359

)

 

(11,324

)

 

(688

)

 

(22,063

)

 

 

 

(22,063

)

Other (expense) income

 

(1,899

)

 

317

 

 

(1,840

)

 

74

 

 

(2

)

 

(3,350

)

 

2,083

 

 

(1,267

)

Income/(Loss) before income taxes

 

68,301

 

 

9,183

 

 

59,478

 

 

47,786

 

 

(16,041

)

 

(168,707

)

 

(116,287

)

 

52,420

 

     

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

Current tax

 

(19,174

)

 

(1,984

)

 

(15,859

)

 

(13,010

)

 

 

 

(50,027

)

 

(2,944

)

 

(52,971

)

Deferred tax

 

(764

)

 

(2,286

)

 

(15,080

)

 

(10,393

)

 

 

 

(28,523

)

 

(1,197

)

 

(29,720

)

Income taxes

 

(19,938

)

 

(4,270

)

 

(30,939

)

 

(23,403

)

 

 

 

(78,550

)

 

(4,141

)

 

(82,691

)

(Loss)/Profit for the year

 

48,363

 

 

4,913

 

 

28,539

 

 

24,383

 

 

(16,041

)

 

90,157

 

 

(120,428

)

 

(30,271

)

     

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

Property, plant and equipment

 

62,566

 

 

62,779

 

 

127,509

 

 

145,296

 

 

184,092

 

 

582,242

 

 

28,542

 

 

610,784

 

Total assets

 

90,620

 

 

189,770

 

 

346,398

 

 

301,453

 

 

135,152

 

 

1,063,393

 

 

16,870

 

 

1,080,262

 

Total liabilities

 

94,976

 

 

139,871

 

 

102,365

 

 

232,488

 

 

151,233

 

 

720,933

 

 

136,374

 

 

857,307

 

Purchase of property, plant and equipment

 

9,983

 

 

5,580

 

 

29,350

 

 

13,865

 

 

117,187

 

 

175,965

 

 

4,612

 

 

180,577

 

____________

(1)      The name for the segment “Minosa Mine” was previously disclosed as “San Andres”

(2)      The name for the segment “Apoena Mine” was previously disclosed as “EPP Mine”

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Table of Contents

Aura Minerals Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2024, 2023 and 2022
Expressed in thousands of United States dollars, except where otherwise noted.

31     SEGMENT INFORMATION (cont.)

For the year ended December 31,
2023

 

Minosa
Mine
(1)

 

Apoena
Mine
(2)

 

Aranzazu
Mine

 

Almas
Mine

 

Borborema
Project
(Recast)

 

Total
reportable
segments

(Recast)

 

All other
segments
(Recast)

 

Total

Revenue

 

122,046

 

 

83,784

 

 

176,814

 

 

34,250

 

 

 

 

416,894

 

 

 

 

416,894

 

Cost of goods sold

 

(82,893

)

 

(51,865

)

 

(87,168

)

 

(22,135

)

 

 

 

(244,061

)

 

 

 

(244,061

)

Depletion and amortization

 

(5,325

)

 

(17,554

)

 

(20,391

)

 

(3,546

)

 

 

 

(46,816

)

 

 

 

(46,816

)

Gross profit

 

33,828

 

 

14,365

 

 

69,255

 

 

8,569

 

 

 

 

126,017

 

 

 

 

126,017

 

     

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

General and administrative expenses

 

(4,543

)

 

(4,835

)

 

(3,860

)

 

(2,084

)

 

(1,086

)

 

(16,408

)

 

(10,803

)

 

(27,211

)

Exploration expenses

 

(289

)

 

(238

)

 

(6,916

)

 

 

 

 

 

(7,443

)

 

(4,338

)

 

(11,781

)

Operating income/(loss)

 

28,996

 

 

9,292

 

 

58,479

 

 

6,485

 

 

(1,086

)

 

102,166

 

 

(15,141

)

 

87,025

 

     

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

Finance income/(loss)

 

(4,606

)

 

(9,272

)

 

(821

)

 

(335

)

 

1,065

 

 

(13,969

)

 

(22,946

)

 

(36,915

)

Interest in debt

 

(2,111

)

 

(4,719

)

 

(2,871

)

 

(2,763

)

 

 

 

(12,464

)

 

 

 

(12,464

)

Other (expense) income

 

(1,043

)

 

(24

)

 

(944

)

 

(1,599

)

 

(25

)

 

(3,635

)

 

4,295

 

 

660

 

Income/ (Loss) before income taxes

 

21,236

 

 

(4,723

)

 

53,843

 

 

1,788

 

 

(45

)

 

72,099

 

 

(33,793

)

 

38,306

 

     

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

Current tax

 

(7,048

)

 

(705

)

 

(10,533

)

 

(512

)

 

 

 

(18,798

)

 

 

 

(18,798

)

Deferred tax

 

860

 

 

1,040

 

 

(234

)

 

9,615

 

 

 

 

11,281

 

 

1,091

 

 

12,372

 

Income taxes

 

(6,188

)

 

335

 

 

(10,767

)

 

9,103

 

 

 

 

(7,517

)

 

1,091

 

 

(6,426

)

(Loss)/Profit for the year

 

15,048

 

 

(4,388

)

 

43,076

 

 

10,891

 

 

(45

)

 

64,582

 

 

(32,702

)

 

31,880

 

     

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

Property, plant and equipment

 

55,362

 

 

83,095

 

 

121,445

 

 

145,316

 

 

59,557

 

 

464,775

 

 

23,958

 

 

488,733

 

Total assets

 

58,905

 

 

186,537

 

 

286,344

 

 

157,382

 

 

194,872

 

 

884,040

 

 

39,784

 

 

923,824

 

Total liabilities

 

80,902

 

 

158,389

 

 

70,846

 

 

109,064

 

 

136,961

 

 

556,162

 

 

52,860

 

 

609,022

 

Purchase of property, plant and equipment

 

6,383

 

 

17,789

 

 

24,502

 

 

40,612

 

 

2,588

 

 

91,874

 

 

4,220

 

 

96,094

 

____________

(1)      The name for the segment “Minosa Mine” was previously disclosed as “San Andres”

(2)      The name for the segment “Apoena Mine” was previously disclosed as “EPP Mine”

F-94

Table of Contents

Aura Minerals Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2024, 2023 and 2022
Expressed in thousands of United States dollars, except where otherwise noted.

31     SEGMENT INFORMATION (cont.)

For the year ended December 31, 2022

 

Minosa
Mine
(1)

 

Apoena
Mine
(2)

 

Aranzazu
Mine

 

Almas
Mine

 

Total
reportable
segments
(Recast)

 

All other
segments
(Recast)

 

Total

Revenue

 

108,628

 

 

120,263

 

 

163,808

 

 

 

 

392,699

 

 

 

 

392,699

 

Cost of goods sold

 

(77,541

)

 

(65,717

)

 

(78,380

)

 

 

 

(221,638

)

 

 

 

(221,638

)

Depletion and amortization

 

(6,000

)

 

(17,157

)

 

(22,211

)

 

 

 

(45,368

)

 

 

 

(45,368

)

Gross profit

 

25,087

 

 

37,389

 

 

63,217

 

 

 

 

125,693

 

 

 

 

125,693

 

     

 

   

 

   

 

   

 

   

 

   

 

   

 

General and administrative expenses

 

(4,634

)

 

(3,799

)

 

(1,567

)

 

(1,324

)

 

(11,324

)

 

(13,674

)

 

(24,998

)

Exploration expenses

 

(180

)

 

(1,599

)

 

(6,151

)

 

(1,199

)

 

(9,129

)

 

(3,335

)

 

(12,464

)

Operating income/(loss)

 

20,273

 

 

31,991

 

 

55,499

 

 

(2,523

)

 

105,240

 

 

(17,009

)

 

88,231

 

     

 

   

 

   

 

   

 

   

 

   

 

   

 

Finance income/(loss)

 

(3,262

)

 

(1,253

)

 

(1,643

)

 

5,485

 

 

(673

)

 

(311

)

 

(984

)

Interest on debt

 

(1,153

)

 

(4,065

)

 

(1,144

)

 

(51

)

 

(6,413

)

 

 

 

(6,413

)

Other (expense) income

 

(540

)

 

(556

)

 

(997

)

 

(302

)

 

(2,395

)

 

3,552

 

 

1,157

 

Income/(Loss) before income taxes

 

15,318

 

 

26,117

 

 

51,715

 

 

2,609

 

 

95,759

 

 

(13,768

)

 

81,991

 

     

 

   

 

   

 

   

 

   

 

   

 

   

 

Income tax (expense)

 

(5,869

)

 

(3,010

)

 

(14,073

)

 

 

 

(22,952

)

 

(3,880

)

 

(26,832

)

Deferred income tax (expense) recovery

 

8,593

 

 

(6,226

)

 

6,967

 

 

(8,283

)

 

1,051

 

 

37

 

 

1,088

 

Income taxes

 

2,724

 

 

(9,236

)

 

(7,106

)

 

(8,283

)

 

(21,901

)

 

(3,843

)

 

(25,744

)

(Loss)/Profit for the year

 

18,042

 

 

16,881

 

 

44,609

 

 

(5,674

)

 

73,858

 

 

(17,611

)

 

56,247

 

     

 

   

 

   

 

   

 

   

 

   

 

   

 

Property, plant and equipment

 

60,424

 

 

81,566

 

 

113,784

 

 

102,762

 

 

358,536

 

 

19,996

 

 

378,532

 

Total assets

 

50,364

 

 

179,902

 

 

228,263

 

 

142,907

 

 

601,436

 

 

125,872

 

 

727,308

 

Total liabilities

 

87,998

 

 

147,372

 

 

64,303

 

 

105,663

 

 

405,336

 

 

11,845

 

 

417,181

 

Purchase of property, plant and equipment

 

11,435

 

 

14,390

 

 

25,440

 

 

47,787

 

 

99,052

 

 

4,025

 

 

103,077

 

____________

(1)      The name for the segment “Minosa Mine” was previously disclosed as “San Andres”

(2)      The name for the segment “Apoena Mine” was previously disclosed as “EPP Mine”

32     COMMITMENTS AND CONTINGENCIES

a)      Operating leases commitments

The Company has the following commitments for future minimum payments under operating leases:

 

2024

Within 1 year

 

10,433

2 years

 

10,174

3 years

 

4,126

4 years

 

48

Over 5 years

 

96

Total

 

24,876

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Table of Contents

Aura Minerals Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2024, 2023 and 2022
Expressed in thousands of United States dollars, except where otherwise noted.

32     COMMITMENTS AND CONTINGENCIES (cont.)

b)      Contingencies

Certain conditions may exist as of the date of these financial statements which may result in a loss to the Company in the future when certain events occur or fail to occur. The Company assesses at each reporting date its loss contingencies related to ongoing legal proceedings by evaluating the likelihood of such proceedings, as well as the amounts claimed or expected to be claimed. Included in other provisions as of December 31, 2024, is a provision of $3,284 (2023: $672 and 2022: $524) for loss contingencies related to ongoing legal claims.

c)      Capital commitments

As at December 31, 2024, the Company has outstanding capital expenditures agreements with certain vendors for approximately $54,279 related to the Borborema project construction.

33     INCOME PER SHARE

Basic income per share is calculated by dividing the income attributable to owners of the Company by the weighted average number of ordinary shares outstanding during the year.

Diluted income per share is calculated using the “treasury stock method” in assessing the dilution impact of convertible instruments until maturity. The treasury stock method assumes that all convertible instruments until maturity have been converted in determining fully diluted profit per share if they are in-the-money, except where such conversion would be anti-dilutive. In the event of a share consolidation or share division, the calculation of basic and diluted income (loss) per share is adjusted retrospectively for all periods presented.

The following table summarizes activity for the year ended December 31:

 

2024

 

2023

 

2022

(Loss) Profit for the year

 

(30,271

)

 

31,880

 

56,247

Income for the year for discontinued operations

 

 

 

 

10,249

     

 

       

Weighted average number of shares outstanding – basic

 

72,204,049

 

 

72,128,723

 

72,398,811

Weighted average number of shares outstanding – diluted

 

72,204,049

 

 

72,605,064

 

72,646,599

     

 

       

For continued operations

   

 

       

Total (loss)/income per share – basic

 

(0.42

)

 

0.44

 

0.78

Total (loss)/Income per share – diluted

 

(0.42

)

 

0.44

 

0.77

     

 

       

For discontinued operations

   

 

       

Total income per share – basic

 

 

 

 

0.14

Total income per share – diluted

 

 

 

 

0.14

34     SUBSEQUENT EVENTS

Acquisition of Bluestone Resources

On January 13, 2025, Aura completed the previously announced acquisition of Bluestone Resources Inc. (“Bluestone”).

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Aura Minerals Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2024, 2023 and 2022
Expressed in thousands of United States dollars, except where otherwise noted.

34     SUBSEQUENT EVENTS (cont.)

Aura paid approximately C$26,255 ($18,247) in cash, C$0.287 ($0.199) for each Bluestone Share held, and issued 1,007,186 Aura shares, 0.0183 common shares of Aura for each Bluestone Share held. Bluestone shareholders also received contingent consideration in the form of contingent value rights providing the holder thereof with the potential to receive a cash payment of up to an aggregate amount of C$0.212 ($0.147) for each Bluestone Share, payable in three equal annual installments, contingent upon the Cerro Blanco gold project achieving commercial production.

The Company has evaluated whether the acquired set of assets and activities qualifies as a business and concluded, with the concentration test at 98.8%, that the acquisition of Bluestone met the requirements to be accounted for as an asset acquisition. Acquisitions of assets are accounted for by remeasuring the previously held equity interest to fair value at the date on which the Company obtains control and recognizes any resulting gain or loss in profit or loss or OCI as appropriate.

On February 7, 2025, Aura, Nemesia S.à.r.l., and Bluestone signed a term sheet for the purchase and assignment of the debt obligation between Bluestone and Nemesia S.à.r.l. On March 14, 2025, the parties entered into a Debt Purchase and Assignment Agreement, reflecting the terms previously agreed upon and subject to certain closing conditions, including approval by the Toronto Stock Exchange (“TSX”).

On April 16, 2025, the parties completed the transaction, through which Aura acquired from Nemesia S.à.r.l. all rights, title, and interest in Bluestone’s outstanding debt, in exchange for: 1,218,222 common shares of Aura; and an unsecured promissory note in the principal amount of US$5.9 million, to be paid by Aura to Nemesia S.à.r.l., subject to contingent payment terms, including, among others, the commencement of commercial production at the Cerro Blanco project within the next 20 years.

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          common shares

Aura Minerals Inc.

–––––––––––––––––––

PROSPECTUS

–––––––––––––––––––

Global Coordinators

BofA Securities

 

Goldman Sachs & Co. LLC

Joint Bookrunners

BTG Pactual

 

Itaú BBA

Co-Managers

Bradesco BBI

 

National Bank of Canada Financial Markets

 

RBC Capital Markets

 

Scotiabank

            , 2025

Through and including            , 2025 (the 25th day after the date of this prospectus), all dealers effecting transactions in our common shares, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer’s obligation to deliver a prospectus when acting as an international underwriter and with respect to an unsold allotment or subscription.

 

Table of Contents

Part II
Information Not Required in Prospectus

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

According to the Registrant’s Articles of Association, the directors and executive officers of the company shall be indemnified by the company for any reasonable expenses incurred and for any loss or damage suffered in connection with any action, lawsuit or proceeding to which they have been a party as a result of their position as director or executive officer, to the extent that such director or executive officer acted honestly and in good faith and, in the case of criminal or administrative proceedings, the relevant director or executive officer had reasonable grounds to believe that their conduct was lawful. We maintain liability insurance which insure our directors and officers against liability which he or she may incur in his or her capacity as such.

ITEM 7. RECENT SALES OF UNREGISTERED SECURITIES.

During the past three years, we have not issued and sold securities without registering the securities under the Securities Act other than as set forth below.

On January 13, 2025, in connection with our acquisition of Bluestone Resources Inc., we issued an aggregate of 146,519,452 non-interest bearing contingent value rights, or “CVRs” as partial consideration for the Bluestone shares. Each CVR entitles the holder thereof to a potential cash payment of up to C$0.2120, payable in three equal installments, contingent upon Era Dorada achieving commercial production over a 20-year term.

ITEM 8. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a)    Exhibits.

The following documents are filed as part of this registration statement:

Exhibit No.

 

Description

1.1*

 

Form of Underwriting Agreement.

3.1

 

Memorandum and Articles of Association of the Registrant

5.1*

 

Opinion of Harney Westwood & Riegels (BVI) LP, British Virgin Islands counsel of Aura Minerals Inc., as to the validity of the common shares.

10.1

 

Omnibus Incentive Plan

10.2#

 

Trafigura Copper Concentrate Offtake Agreement dated May 21, 2024.

10.3

 

English Translation of Indenture dated September 8, 2024 Relating to Second Issuance of Debentures

10.4

 

English Translation of Amendment No. 1 to Indenture Relating to Second Issuance of Debentures dated September 25 2024

10.5

 

English Translation of Amendment No. 2 to Indenture Relating to Second Issuance of Debentures dated October 15 2024

10.6

 

English Translation of Credit Note between Cascar Brasil Mineracao Ltda and Banco Santander (Brasil) S.A., Luxembourg Branch dated September 5, 2023

10.7

 

English Translation of Swap Agreement between Aura Almas Mineracao S.A. and Itau Unibanco S.A. dated October 15 2024

10.8

 

Guarantee between Aura Minerals Inc. and Itau Unibanco S.A. dated January 21, 2025 relating to the Swap Agreement between Aura Almas Mineracao S.A. and Itau Unibanco S.A. dated October 15, 2024

10.9

 

Loan Agreement between Mineracao Apoena S.A. and Banco Bradesco S.A., acting through its Grand Cayman Branch dated December 17, 2024

10.10

 

English translation of Credit Agreement between Aranzazu Holding S.A. de C.V. and Banco Santander Mexico, S.A., Institucion de Banca Multiple, Grupo Financero Santander Mexico dated August 14, 2024

10.11#

 

Share Purchase Agreement between AngloGold South America Limited, Cascar Do Brasil Mineracao Ltda and Aura Minerals Inc. dated June 2, 2025

16.1

 

Letter of Grant Thornton Auditores Independentes Ltda to the SEC.

21.1

 

List of subsidiaries of the registrant.

II-1

Table of Contents

Exhibit No.

 

Description

23.1

 

Consent of KPMG Auditores Independentes, Independent Registered Public Accounting Firm.

23.2

 

Consent of Grant Thornton Auditores Independentes Ltda, Independent Registered Public Accounting Firm.

23.3*

 

Consent of Harney Westwood & Riegels (BVI) LP (included in Exhibit 5.1).

23.4

 

Consent of SLR Consulting (Canada) Ltd

23.5

 

Consents of Farshid Ghazanfari

23.6

 

Consents of Luiz Eduardo Campos Pignatari

23.7

 

Consents of Homero Delboni Jr

23.8

 

Consent of Branca Horta de Almeida Abrantes

23.9

 

Consent of Bruno Yoshida Tomaselli

23.10

 

Consent of SRK Consulting (U.S.), Inc.

23.11

 

Consents of Porfirio Cabaleiro Rodriguez

23.12

 

Consent of Kirkham Geosystems Ltd.

24.1

 

Powers of Attorney (included on signature page to the registration statement).

96.1

 

S-K 1300 Technical Report Summary and Mineral Resource Estimate entitled S-K 1300 Technical Report Summary, Aranzazu Mine, Zacatecas, Mexico

96.2

 

S-K 1300 Technical Report Summary and Mineral Resource Estimate entitled Technical Report Summary on the Feasibility Study for the Borborema Gold Project, Currais Novos Municipality, Rio Grande do Norte, Brazil

96.3*

 

S-K 1300 Technical Report Summary and Mineral Resource Estimate entitled S-K1300 Technical Report Summary Apoena Mine (EPP Complex) Mineral Resource and Mineral Reserve, Mato Grosso, Brazil

96.4*

 

S-K 1300 Technical Report Summary and Mineral Resource Estimate entitled S-K 1300 Technical Summary, Almas Project, Tocantins State, Brazil

96.5*

 

S-K 1300 Technical Report Summary and Mineral Resource Estimate entitled Technical Report Summary on the Feasibility Study for the Matupá Gold Project, Matupá Municipality, Mato Grosso, Brazil

96.6*

 

S-K 1300 Technical Report Summary and Mineral Resource Estimate entitled S-K 1300 Technical Report Summary, San Andrés Mine, Department of Copán, Honduras

96.7*

 

S-K 1300 Technical Report Summary Initial Assessment, Era Dorada Gold Project, Jutiapa, Guatemala

107

 

Calculation of Filing Fee Table.

____________

*        To be filed by amendment.

#        Portions of this exhibit have been omitted as the registrant has determined that (i) the omitted information is not material and (ii) the omitted information is of the type that the registrant customarily and actually treats as private or confidential.

(b)    Financial Statement Schedules.

No financial statement schedules are provided because the information called for is not applicable or is shown in the financial statements or notes thereto.

ITEM 9. UNDERTAKINGS

The undersigned hereby undertakes:

(a)     The undersigned registrant hereby undertakes to provide to the underwriter at the closing specified in the underwriting agreements, certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.

(b)    Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers, and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the U.S. Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of

II-2

Table of Contents

the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

(c)     The undersigned registrant hereby undertakes that:

(1)    For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(2)    For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Miami, Florida, on this sixth day of June, 2025.

 

AURA MINERALS INC.

   

By:

 

/s/ Rodrigo Barbosa

       

Name:

 

Rodrigo Barbosa

       

Title:

 

President and Chief Executive Officer

   

By:

 

/s/ João Kleber Cardoso

       

Name:

 

João Kleber Cardoso

       

Title:

 

Chief Financial Officer and Corporate Secretary

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Table of Contents

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Rodrigo Barbosa and João Kleber Cardoso, and each of them, individually, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in their name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to sign any registration statement for the same offering covered by this registration statement that is to be effective on filing pursuant to Rule 462(b) under the U.S. Securities Act of 1933 and to file the same, with all exhibits thereto and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated:

Name

 

Title

 

Date

/s/ Rodrigo Barbosa

 

President and Chief Executive Officer
(principal executive officer)

 

June 6, 2025

Rodrigo Barbosa

 

/s/ João Kleber Cardoso

 

Chief Financial Officer and Corporate Secretary

 

June 6, 2025

João Kleber Cardoso

 

(principal financial officer and
principal accounting officer)

   

/s/ Paulo Carlos de Brito

 

Chairman/Director

 

June 6, 2025

Paulo Carlos de Brito

       

/s/ Stephen Keith

 

Director

 

June 6, 2025

Stephen Keith

       

/s/ Bruno Mauad

 

Director

 

June 6, 2025

Bruno Mauad

       

/s/ Pedro Turqueto

 

Director

 

June 6, 2025

Pedro Turqueto

       

/s/ Paulo Carlos de Brito Filho

 

Director

 

June 6, 2025

Paulo Carlos de Brito Filho

       

/s/ Richmond Lee Fenn

 

Director

 

June 6, 2025

Richmond Lee Fenn

       

/s/ Rodrigo Velazquez

 

Aura Technical Services Inc.
Authorized representative in the United States

 

June 6, 2025

Rodrigo Velazquez

 

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Exhibit 3.1

 

BVIBC NO: 1932701

 

 

British Virgin Islands

BVI Business Companies Act 2004

 

Memorandum of Association

and

Articles of Association

Of

 

AURA MINERALS INC.

 

Continued on the 30th day of December 2016

 

Amended and Restated 22 April 2020

 

Amended and Restated 17 June 2020

 

 

Harneys Corporate Services Limited

Craigmuir Chambers, Road Town, Tortola, VG1110, British Virgin Islands

+1 284 494 2233

+1 284 494 3547

harneysfiduciary.com

 

 

 

TERRITORY OF THE BRITISH VIRGIN ISLANDS

 

BVI BUSINESS COMPANIES ACT, 2004

 

MEMORANDUM OF ASSOCIATION

 

OF

 

AURA MINERALS INC.

 

1.NAME

 

1.1The name of the Company is AURA MINERALS INC.

 

1.2The name of the Company as at the date of its application to continue into the British Virgin Islands was AURA MINERALS INC.

 

1.3The Company was originally incorporated under the Business Corporations Act of Ontario by Letters Patent dated July 12, 1946 under the name “Baldwin Consolidated Mines Limited”. By Articles of Amendment dated July 11, 1989, the Company changed its name to “Canadian Baldwin Holdings Limited”. By Articles of Amendment dated July 27, 2005, the Company changed its name to “Canadian Baldwin Resources Limited”. By Articles of Amendment dated March 22, 2006, the Company changed its name to “Aura Gold Inc.” and by Articles of Continuance dated April 20, 2006, the Company was continued from the Business Corporations Act (Ontario) to the Canada Business Corporations Act. By Articles of Amendment dated July 20, 2007, the Company changed its name to “Aura Minerals Inc.”.

 

2.STATUS

 

2.1The Company is a company limited by shares.

 

3.REGISTERED OFFICE AND REGISTERED AGENT

 

3.1The first registered office of the Company is at Craigmuir Chambers, Road Town, Tortola, VG 1110, British Virgin Islands.

 

3.2The first registered agent of the Company is Harneys Corporate Services Limited of Craigmuir Chambers, P.O. Box 71, Road Town, Tortola, VG 1110, British Virgin Islands.

 

3.3The Company may, by Resolution of Shareholders or by Resolution of Directors, change the location of its registered office or change its registered agent.

 

3.4If at any time the Company does not have a registered agent it may, by Resolution of Shareholders or Resolution of Directors, appoint a registered agent.

 

 

 

4.CAPACITY AND POWERS

 

4.1Subject to the Act and any other British Virgin Islands legislation, the Company has, irrespective of corporate benefit:

 

(a)full capacity to carry on or undertake any business or activity, do any act or enter into any transaction; and

 

(b)for the purposes of paragraph (a), full rights, powers and privileges.

 

4.2For the purposes of section 9(4) of the Act, there are no limitations on the business that the Company may carry on.

 

5.NUMBER AND CLASSES OF SHARES

 

5.1The Company is authorised to issue an unlimited number of Shares of a single class with no par value.

 

5.2The Company may issue a class of Shares in one or more series. The division of a class of Shares into one or more series and the designation to be made to each series shall be determined by the directors from time to time.

 

6.RIGHTS OF SHARES

 

6.1Each Share in the Company confers upon the Shareholder:

 

(a)the right to one vote on any Resolution of Shareholders;

 

(b)the right to an equal share in any dividend paid by the Company; and

 

(c)the right to an equal share in the distribution of the surplus assets of the Company.

 

6.2Where Shares are held by another body corporate of which the Company holds, directly or indirectly, shares having more than 50% of the votes in the election of directors of that other body corporate, all rights and obligations attaching to the Shares held by that other body corporate are suspended and shall not be exercised by that other body corporate.

 

7.REGISTERED SHARES

 

7.1The Company shall issue registered Shares only. The Company is not authorised to issue bearer Shares, convert registered Shares to bearer Shares or exchange registered Shares for bearer Shares.

 

8.AMENDMENT OF THE MEMORANDUM AND THE ARTICLES

 

8.1The Company may amend this Memorandum by a Special Resolution of Shareholders.

 

8.2The Company may amend the Articles by Resolution of Directors, with such amendment to be approved by a Resolution of Shareholders at the next meeting of Shareholders, save that no amendment may be made by Resolution of Directors:

 

(a)to restrict the rights or powers of the Shareholders to amend this Memorandum or the Articles;

 

(b)to change the percentage of Shareholders required to pass a Special Resolution of Shareholders or a Resolution of Shareholders to amend this Memorandum or the Articles;

 

(c)to increase or decrease the number of directors or the minimum or maximum number of directors;

 

(d)to add, change or remove restriction on the issue, transfer or ownership of shares;

 

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(e)in circumstances where this Memorandum or the Articles cannot be amended by the Shareholders; or

 

(f)to this Clause 8.

 

8.3The Company may amend the Articles by Special Resolution of Shareholders to:

 

(a)to increase or decrease the number of directors or the minimum or maximum number of directors; or

 

(b)to add, change or remove restriction on the issue, transfer or ownership of shares.

 

8.4If the Company has a class of securities listed on the TSX, any amendment to this Memorandum or the Articles is subject to approval of the TSX.

 

8.5Any amendment of this Memorandum or the Articles will take effect from the date that the notice of amendment, or restated Memorandum and Articles incorporating the amendment, is registered by the Registrar or from such other date as determined pursuant to the Act.

 

8.6The rights conferred upon the holders of the Shares of any class may only be varied, whether or not the Company is in liquidation, by a Special Resolution of Shareholders.

 

8.7The rights conferred upon the holders of the Shares of any class shall not, unless otherwise expressly provided by the terms of issue of the Shares of that class, be deemed to be varied by the creation or issue of further Shares ranking equally with such existing Shares.

 

9.LISTINGS ON STOCK EXCHANGES

 

9.1If the Company has a class of securities listed on the TSX, the following provisions apply:

 

(a)notwithstanding anything contained in this Memorandum and the Articles, if the TSX Listing Rules prohibit any act being done, the act must not be done;

 

(b)nothing contained in this Memorandum and the Articles prevents any act being done that the TSX Listing Rules require to be done;

 

(c)where the TSX Listing Rules require an act to be done or not to be done, authority is given for that to be done or not to be done (as the case may be);

 

(d)where the TSX Listing Rules require this Memorandum and the Articles to contain a provision and it does not contain such provision, the Company shall promptly amend this Memorandum and the Articles (as applicable) to comply with such TSX Listing Rules requirement;

 

(e)where the TSX Listing Rules require this Memorandum and the Articles not to contain a provision and it does contain such provision, the Company shall promptly amend this Memorandum and the Articles (as applicable) to comply with such TSX Listing Rules requirement; and

 

(f)where any provision of this Memorandum and the Articles is or becomes inconsistent with the TSX Listing Rules, the Company shall promptly amend this Memorandum and the Articles (as applicable) to rectify such inconsistency with the TSX Listing Rules.

 

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Provided that no act required to be done by the TSX Listing Rules is contrary to or otherwise prohibited by the Act.

 

9.2For so long as the Company is a registered foreign issuer on the Brazilian Securities and Exchange Commission (Comissão de Valores Mobiliários – CVM) and the B3 S.A. – Brasil, Bolsa, Balcão (the B3), the Company shall adopt a Beneficial Ownership Disclosure Policy in applying reasonable efforts to ensure that each Market Participant and Shareholder is made aware of the disclosure obligations imposed on them under applicable securities laws and stock exchange rules, including under Brazilian securities laws and the requirements of the CVM applicable to registered foreign issuers on the CVM and the B3.

 

10.DEFINITIONS AND INTERPRETATION

 

10.1In this Memorandum of Association and the attached Articles of Association, if not inconsistent with the subject or context:

 

Act” means the BVI Business Companies Act, 2004, as amended from time to time, and includes the BVI Business Companies Regulations, 2012 and any other regulations made under the Act;

 

Annual Meeting” has the meaning given that term in Regulation 8.1;

 

Articles” means the attached Articles of Association of the Company;

 

B3” has the meaning given that term in Clause 9.2 of this Memorandum;

 

Canada Business Corporations Act” means the Canada Business Corporations Act, RSC 1985, c C-44;

 

CVM” has the meaning given that term in Clause 9.2 of this Memorandum;

 

Going-Private Transaction” has the meaning ascribed thereto in the Canada Business Corporations Act;

 

Market Participant” means a person who is a direct or indirect beneficial owner of Shares or is able to exercise voting control or direction over the issued Shares;

 

Memorandum” means this Memorandum of Association of the Company;

 

person” includes individuals, corporations, trusts, the estates of deceased individuals, partnerships and unincorporated associations of persons;

 

Proscribed Powers” means the powers to: (a) amend this Memorandum or the Articles; (b) designate committees of directors; (c) delegate powers to a committee of directors; (d) appoint or remove directors; (e) appoint or remove an agent; (f) approve a plan of merger, consolidation or arrangement; (g) make a declaration of solvency or to approve a liquidation plan; (h) make a determination that immediately after a proposed distribution the value of the Company’s assets will exceed its liabilities and the Company will be able to pay its debts as they fall due; (i) submit to the shareholders any question or matter requiring the approval of the shareholders; (j) fill a vacancy among the directors or in the office of auditor, or appoint additional directors; (k) issue securities except as authorized by the directors; (l) issue shares of a series except as authorized by the directors; (m) declare dividends; (e) purchase, redeem or otherwise acquire shares issued by the body corporate; (f) pay a commission to any person in consideration of the person’s purchasing or agreeing to purchase shares of the body corporate from the body corporate or from any other person, or procuring or agreeing to procure purchasers for any such shares except as authorized by the directors; (g) approve a management proxy circular; (h) approve a take-over bid circular or directors’ circular; (i) approve any financial statements to be put before Shareholders at an Annual Meeting; or (j) adopt, amend or repeal regulations under the Articles;

 

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Resolution of Directors” means either:

 

(a)a resolution approved at a duly convened and constituted meeting of directors of the Company or of a committee of directors of the Company by the affirmative vote of a majority of the directors present at the meeting who voted except that where a director is given more than one vote, he shall be counted by the number of votes he casts for the purpose of establishing a majority; or

 

(b)a resolution consented to in writing by all directors or by all members of a committee of directors of the Company, as the case may be;

 

Resolution of Shareholders” means either:

 

(a)a resolution approved at a duly convened and constituted meeting of the Shareholders by the affirmative vote of a majority of the votes cast by the Shareholders who (being entitled to vote) voted in respect of that resolution; or

 

(b)a resolution consented to in writing by a majority of the votes of the Shares entitled to vote on such resolution;

 

Seal” means any seal which has been duly adopted as the common seal of the Company;

 

Share” means a share issued or to be issued by the Company;

 

Shareholder” means a person whose name is entered in the register of members of the Company as the holder of one or more Shares or fractional Shares;

 

Special Meeting” has the meaning given that term in Regulation 8.1;

 

Special Resolution of Shareholders” means either:

 

(a)a resolution approved at a duly convened and constituted meeting of the Shareholders by the affirmative vote of at least two-thirds of the votes cast by the Shareholders who (being entitled to vote) voted in respect of that resolution; or

 

(b)a resolution consented to in writing by all of the Shareholders entitled to vote on such resolution;

 

Squeeze-Out Transaction” has the meaning ascribed thereto in the Canada Business Corporations Act;

 

TSX” means the Toronto Stock Exchange (being a “recognised stock exchange” under the laws of the British Virgin Islands);

 

TSX Listing Rules” means the rules of the TSX as contained in the TSX Company Manual, or any other rules of the TSX, which apply to the Company while the Company has a class of securities listed on the TSX, each as amended or replaced from time to time; and

 

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written” or any term of like import includes information generated, sent, received or stored by electronic, electrical, digital, magnetic, optical, electromagnetic, biometric or photonic means, including electronic data interchange, electronic mail, telegram, telex or telecopy, and “in writing” shall be construed accordingly.

 

10.2In this Memorandum and the Articles, unless the context otherwise requires, a reference to:

 

(a)a “Regulation” or “Sub-Regulation” is a reference to a regulation or sub-regulation of the Articles;

 

(b)a “Clause” is a reference to a clause of this Memorandum;

 

(c)voting by Shareholders is a reference to the casting of the votes attached to the Shares held by the Shareholder voting;

 

(d)the Act, this Memorandum or the Articles is a reference to the Act or those documents as amended or, in the case of the Act any re-enactment thereof; and

 

(e)the singular includes the plural and vice versa.

 

10.3Where a period of time is expressed as a number of days, the days on which the period begins and ends are not included in the computation of the number of days.

 

10.4Any reference to a “month” shall be construed as a reference to a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month and a reference to a period of several months shall be construed accordingly.

 

10.5Any words or expressions defined in the Act bear the same meaning in this Memorandum and the Articles unless the context otherwise requires or they are otherwise defined in this Memorandum or the Articles.

 

10.6Headings are inserted for convenience only and shall be disregarded in interpreting this Memorandum and the Articles.

 

We, HARNEYS CORPORATE SERVICES LIMITED of Craigmuir Chambers, Road Town, Tortola, British Virgin Islands for the purpose of continuing the Company as a BVI Business Company under the laws of the British Virgin Islands hereby sign these Articles of Association on behalf of the Company’s shareholders and directors on this 30th day of December 2016.

 

Incorporator

  

/s/ Andrew Saunders  

Andrew Saunders

Authorised Signatory

HARNEYS CORPORATE SERVICES LIMITED

 

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TERRITORY OF THE BRITISH VIRGIN ISLANDS

 

BVI BUSINESS COMPANIES ACT, 2004

 

ARTICLES OF ASSOCIATION

 

OF

 

AURA MINERALS INC.

 

1.DEFINITIONS AND INTERPRETATION

 

1.1Capitalized terms used in these Articles of Association but not otherwise defined shall have the meaning ascribed thereto in the Memorandum of Association of the Company.

 

2.DISAPPLICATION OF THE ACT

 

2.1The following sections of the Act shall not apply to the Company:

 

(a)section 46 (Pre-emptive rights);

 

(b)section 60 (Process for acquisition of own shares);

 

(c)section 61 (Offer to one or more shareholders);

 

(d)section 62 (Shares redeemed otherwise than at the option of company) and;

 

(e)section 175 (Disposition of assets).

 

3.SHARES

 

3.1Every Shareholder is entitled to a certificate signed by a director or officer of the Company, the Company’s Canadian transfer agent, or any other person authorised by Resolution of Directors, or under the Seal specifying the number of Shares registered in the holder’s name and the signature of the director, officer, the Company’s Canadian transfer agent or authorised person and the Seal may be facsimiles. For so long as the Shares are listed on the TSX, no share certificate shall be valid unless it is signed or countersigned by the Company’s Canadian transfer agent.

 

3.2Any Shareholder receiving a certificate shall indemnify and hold the Company and its directors and officers harmless from any loss or liability which it or they may incur by reason of any wrongful or fraudulent use or representation made by any person by virtue of the possession thereof. If a certificate for Shares is worn out or lost it may be renewed on production of the worn out certificate or on satisfactory proof of its loss together with such indemnity as may be required by Resolution of Directors.

 

3.3If several persons are registered as joint holders of any Shares, any one of such persons may give an effectual receipt for any distribution.

 

3.4Shares and other securities may be issued at such times, to such persons, for such consideration and on such terms as the directors may by Resolution of Directors determine.

 

 

 

3.5A Share may be issued for consideration in any form or a combination of forms, including money, real property, personal property (including goodwill and know-how) or a contract for past services rendered.

 

3.6A Share may not be issued for consideration in the form of a promissory note, or other written obligation to contribute money or property, or a contract for future services.

 

3.7Before issuing Shares for consideration which is, in whole or in part, other than money, a Resolution of Directors shall be passed stating:

 

(a)the amount to be credited for the issue of the Shares; and

 

(b)that, in the opinion of the directors, the present cash value of the non-money consideration and money consideration, if any, is not less than the amount to be credited for the issue of the Shares.

 

3.8The Company shall keep a register of members containing:

 

(a)the names and addresses of the persons who hold Shares;

 

(b)the number of Shares held by each Shareholder; and

 

(c)for so long as Shares are listed on the TSX, such other information as the Company shall direct to its Canadian transfer agent to include for purpose of complying with any applicable requirements of the TSX Listing Rules.

 

3.9The register of members may be in any such form as the directors may approve, but if it is in magnetic, electronic or other data storage form, the Company must be able to produce legible evidence of its contents. Until the directors otherwise determine, the magnetic, electronic or other data storage form shall be the original register of members.

 

3.10A Share is deemed to be issued when the name of the Shareholder is entered in the register of members.

 

4.REDEMPTION OF SHARES AND TREASURY SHARES

 

4.1The Company may purchase, redeem or otherwise acquire and hold its own Shares save that the Company may not purchase, redeem or otherwise acquire its own Shares without the consent of Shareholders whose Shares are to be purchased, redeemed or otherwise acquired unless the Company is permitted by the Act or any other provision in the Memorandum or Articles to purchase, redeem or otherwise acquire the Shares without their consent.

 

4.2The Company may acquire its own fully paid Shares for no consideration by way of surrender of the Shares to the Company by the person holding the Shares. Any such surrender shall be in writing and signed by the person holding the Shares.

 

4.3The Company may only offer to purchase, redeem or otherwise acquire Shares if the Resolution of Directors authorising the purchase, redemption or other acquisition contains a statement that the directors are satisfied, on reasonable grounds, that immediately after the purchase, redemption or other acquisition the value of the Company’s assets will exceed its liabilities and the Company will be able to pay its debts as they fall due.

 

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4.4Shares that the Company purchases, redeems or otherwise acquires may be cancelled or held as treasury shares provided that the number of Shares purchased, redeemed or otherwise acquired and held as treasury shares, when aggregated with Shares of the same class already held by the Company as treasury shares, may not exceed 50% of the Shares of that class previously issued by the Company excluding Shares that have been cancelled. Shares which have been cancelled shall be available for reissue.

 

4.5All rights and obligations attaching to a treasury share are suspended and shall not be exercised by the Company while it holds the Share as a treasury share.

 

4.6Treasury shares may be transferred by the Company on such terms and conditions (not otherwise inconsistent with the Memorandum and the Articles) as the Company may by Resolution of Directors determine.

 

5.MORTGAGES AND CHARGES OF SHARES

 

5.1Shareholders may mortgage or charge their Shares.

 

5.2There shall be entered in the register of members at the written request of the Shareholder:

 

(a)a statement that the Shares held by him are mortgaged or charged;

 

(b)the name of the mortgagee or chargee; and

 

(c)the date on which the particulars specified in subparagraphs (a) and (b) are entered in the register of members.

 

5.3Where particulars of a mortgage or charge are entered in the register of members, such particulars may be cancelled:

 

(a)with the written consent of the named mortgagee or chargee or anyone authorised to act on his behalf; or

 

(b)upon evidence satisfactory to the directors of the discharge of the liability secured by the mortgage or charge and the issue of such indemnities as the directors shall consider necessary or desirable.

 

5.4Whilst particulars of a mortgage or charge over Shares are entered in the register of members pursuant to this Regulation:

 

(a)no transfer of any Share the subject of those particulars shall be effected;

 

(b)the Company may not purchase, redeem or otherwise acquire any such Share; and

 

(c)no replacement certificate shall be issued in respect of such Shares,

 

without the written consent of the named mortgagee or chargee.

 

5.5The directors may not resolve to refuse or delay the transfer of a Share pursuant to the enforcement of a valid security interest created over the Share.

 

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6.SHARES ARE NON-ASSESSABLE

 

6.1Shares issued by the Company are non-assessable and the holders are not liable to the Company or its creditors in respect thereof.

 

7.TRANSFER OF SHARES

 

7.1For so long as the Shares are listed on the TSX, a Share may be transferred without the need for a written instrument of transfer if the transfer is carried out in accordance with the laws, rules, procedures and other requirements applicable to securities listed on the TSX.

 

7.2To the extent the Shares are not listed on the TSX, any transfer of Shares shall be effected in accordance with Section 54 of the Act.

 

8.MEETINGS AND CONSENTS OF SHAREHOLDERS

 

8.1Any director of the Company may convene meetings of the Shareholders at such times and in such manner and places within or outside the British Virgin Islands as the director considers necessary or desirable, but the directors shall call a meeting of Shareholders to inter alia elect or re-elect directors and ratify the appointment of the auditors of the Company, to be designated as an “Annual Meeting”. A meeting of Shareholders designated as an Annual Meeting shall be convened no later than fifteen months after the holding the last preceding Annual Meeting but no later than six months after the end of the Company’s preceding financial year. The directors may also convene a meeting of Shareholders which may be designated as a “Special Meeting” to consider matters other than the election or re-election of directors and ratify the appointment of auditors.

 

8.2Upon the written request of Shareholders entitled to exercise 5% or more of the voting rights in respect of the matter for which the meeting is requested the directors shall convene a meeting of Shareholders. If the directors do not within 21 days after receiving such request call a meeting, any Shareholder who signed the request may call the meeting.

 

8.3If the Company has a class of securities listed on the TSX, it shall hold and conduct Annual Meetings in accordance with the TSX Listing Rules.

 

8.4The director convening a meeting shall give notice of the time and place of a meeting of Shareholders not less than 21 days and not more than 60 days before the date of the meeting to:

 

(a)those Shareholders whose names appear as Shareholders in the register of members of the Company on the record date specified in the notice and are entitled to vote at the meeting;

 

(b)the other directors; and

 

(c)the auditor of the Company.

 

8.5The director convening a meeting of Shareholders may fix as the record date for determining those Shareholders that are entitled to vote at the meeting the date notice is given of the meeting, or such other date as may be specified in the notice, being a date more than 60 days nor less than 21 days prior to the date on which the meeting is to be held.

 

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8.6If a record date is fixed, unless notice of the record date is waived in writing by every holder of a share of the class or series affected whose name is set out in the securities register at the close of business on the day the directors fix the record date, notice of the record date must be given at least 7 days before the record date by:

 

(a)advertisement in a newspaper published or distributed in the place where the Company has its registered office and in each place in Canada where it has a transfer agent or where a transfer of its shares may be recorded; and

 

(b)written notice to each stock exchange in Canada on which the shares of the Company are listed for trading.

 

8.7A meeting of Shareholders held in contravention of the requirement to give notice is valid if Shareholders holding at least all of the total voting rights on all the matters to be considered at the meeting have waived notice of the meeting and, for this purpose, the presence of a Shareholder at the meeting shall constitute waiver in relation to all the Shares which that Shareholder holds.

 

8.8The inadvertent failure of a director who convenes a meeting to give notice of a meeting to a Shareholder or another director, or the fact that a Shareholder or another director has not received notice, does not invalidate the meeting.

 

8.9A Shareholder may be represented at a meeting of Shareholders by a proxy who may speak and vote on behalf of the Shareholder.

 

8.10The instrument appointing a proxy shall be produced at the place designated for the meeting before the time for holding the meeting at which the person named in such instrument proposes to vote. The notice of the meeting may specify an alternative or additional place or time at which the proxy shall be presented.

 

8.11The instrument appointing a proxy shall be in substantially the following form or such other form as approved by the directors or as the chairman of the meeting shall accept as properly evidencing the wishes of the Shareholder appointing the proxy.

 

 

[COMPANY NAME]

 

I/We being a Shareholder of the above Company HEREBY APPOINT …………………………… of …………………………… or failing him ………..……………… of ………………………..…… to be my/our proxy to vote for me/us at the meeting of Shareholders to be held on the …… day of …………..…………, 20…… and at any adjournment thereof.

 

(Any restrictions on voting to be inserted here.)

 

Signed this …… day of …………..…………, 20……

 

……………………………

Shareholder

 

 

8.12The following applies where Shares are jointly owned:

 

(a)if two or more persons hold Shares jointly each of them may be present in person or by proxy at a meeting of Shareholders and may speak as a Shareholder;

 

(b)if only one of the joint owners is present in person or by proxy he may vote on behalf of all joint owners; and

 

(c)if two or more of the joint owners are present in person or by proxy they must vote as one.

 

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8.13A Shareholder shall be deemed to be present at a meeting of Shareholders if he participates by telephone or other electronic means and all Shareholders or their authorised representatives participating in the meeting are able to hear each other.

 

8.14A meeting of Shareholders is duly constituted if, at the commencement of the meeting, there are present in person or by proxy not less than two Shareholders entitled to vote on Resolutions of Shareholders to be considered at the meeting. If the foregoing requirement is met, a quorum may comprise a single person who is proxyholder and then such person may pass a Resolution of Shareholders and a certificate signed by such person accompanied by a copy of the proxy instrument shall constitute a valid Resolution of Shareholders.

 

8.15If within 30 minutes from the time appointed for the meeting a quorum is not present, the meeting, if convened upon the requisition of Shareholders, shall be dissolved; in any other case it shall stand adjourned to the next business day in the jurisdiction in which the meeting was to have been held at the same time and place or to such other time and place as the directors may determine, and if at the adjourned meeting there are present within 15 minutes from the time appointed for the meeting in person or by proxy not less than one third of the votes of the Shares or each class or series of Shares entitled to vote on the matters to be considered by the meeting, those present shall constitute a quorum but otherwise the meeting shall be dissolved.

 

8.16At every meeting of Shareholders, the chairman of the board of directors, or such other director or officer of the Company as appointed by the chairman of the board of directors, shall preside as chairman of the meeting. If there is no chairman of the board of directors or if that chairman or such other director or officer appointed by the chairman of the board is not present at the meeting, the Shareholders present shall choose one of their number to be the chairman. If the Shareholders are unable to choose a chairman for any reason, then the person representing the greatest number of voting Shares present in person or by proxy at the meeting shall preside as chairman failing which the oldest individual Shareholder or representative of a Shareholder present shall take the chair.

 

8.17The chairman may, with the consent of the meeting, adjourn any meeting from time to time, and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

 

8.18At any meeting of the Shareholders the chairman is responsible for deciding in such manner as he considers appropriate whether any resolution proposed has been carried or not and the result of his decision shall be announced to the meeting and recorded in the minutes of the meeting. If the chairman has any doubt as to the outcome of the vote on a proposed resolution, he shall cause a poll to be taken of all votes cast upon such resolution. If the chairman fails to take a poll then any Shareholder present in person or by proxy who disputes the announcement by the chairman of the result of any vote may immediately following such announcement demand that a poll be taken and the chairman shall cause a poll to be taken. If a poll is taken at any meeting, the result shall be announced to the meeting and recorded in the minutes of the meeting.

 

8.19Subject to the specific provisions contained in this Regulation 8 for the appointment of representatives of persons other than individuals the right of any individual to speak for or represent a Shareholder shall be determined by the law of the jurisdiction where, and by the documents by which, the person is constituted or derives its existence. In case of doubt, the directors may in good faith seek legal advice from any qualified person and unless and until a court of competent jurisdiction shall otherwise rule, the directors may rely and act upon such advice without incurring any liability to any Shareholder or the Company. The validity of any appointment of a representative referred to in this Sub-Regulation 8.19 shall be subject to the absolute discretion of the chairman of the meeting to which such appointment relates.

 

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8.20Any person other than an individual which is a Shareholder may by resolution of its directors or other governing body authorise such individual as it thinks fit to act as its representative at any meeting of Shareholders or of any class of Shareholders, and the individual so authorised shall be entitled to exercise the same rights on behalf of the Shareholder which he represents as that Shareholder could exercise if it were an individual.

 

8.21The chairman of any meeting at which a vote is cast by proxy or on behalf of any person other than an individual may call for a notarially certified copy of such proxy or authority which shall be produced within 7 days of being so requested or the votes cast by such proxy or on behalf of such person shall be disregarded.

 

8.22Directors of the Company may attend and speak at any meeting of Shareholders and at any separate meeting of the holders of any class or series of Shares.

 

8.23An action that may be taken by the Shareholders at a meeting may also be taken by a resolution consented to in writing, without the need for any notice, but if any Resolution of Shareholders is adopted otherwise than by the unanimous written consent of all Shareholders, a copy of such resolution shall forthwith be sent to all Shareholders not consenting to such resolution. The consent may be in the form of counterparts, each counterpart being signed by one or more Shareholders. If the consent is in one or more counterparts, and the counterparts bear different dates, then the resolution shall take effect on the earliest date upon which Shareholders holding a sufficient number of votes of Shares to constitute a Resolution of Shareholders have consented to the resolution by signed counterparts.

 

9.SHAREHOLDER PROPOSALS

 

9.1Subject to Sub-Regulations 9.2 and 9.3, a Shareholder entitled to vote at an Annual Meeting may:

 

(a)submit to the Company notice of any matter that such Shareholder proposes to raise at the Annual Meeting (a “Proposal”); and

 

(b)discuss at the Annual Meeting any matter in respect of which such Shareholder would have been entitled to submit a Proposal.

 

9.2To be eligible to submit a Proposal, a person:

 

(a)must be, for at least the 6 month period immediately before the day on which the Shareholder submits the Proposal, a Shareholder holding such number of Shares: (i) that is equal to at least 1% of the total number of the outstanding Shares of the Company, or(ii) whose fair market value, as determined at the close of business on the day before the Shareholder submits the Proposal, is at least CDN$2,000; or

 

(b)must have the support of persons who, in the aggregate, and including or not including the person that submits the Proposal, have been, for at least the 6 month period immediately before the day on which the Shareholder submits the Proposal, Shareholders holding such number of Shares: (i) that is equal to at least 1% of the total number of the outstanding Shares of the Company, or(ii) whose fair market value, as determined at the close of business on the day before the Shareholder submits the Proposal, is at least CDN$2,000.

 

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9.3A Proposal must be accompanied by:

 

(a)the name and address of the Shareholder and of the Shareholder’s supporters, if applicable; and

 

(b)the number of Shares held or owned by the Shareholder and the Shareholder’s supporters, if applicable, and the date such Shares were acquired.

 

9.4The information provided under Sub-Regulation 9.3 does not form part of the Proposal or of the supporting statement referred to in Sub-Regulation 9.7 and is not included for the purposes of the prescribed maximum word limit set out in such Sub-Regulation.

 

9.5If requested by Company within 14 days after the Company receives the Shareholder’s Proposal, a Shareholder who submits a Proposal must provide proof, within 21 days after the day on which such Shareholder receives the Company’s request or, if the request was mailed to the Shareholder, within 21 days after the postmark date stamped on the envelope containing the request, that the Shareholder meets the requirements of Sub-Regulation 9.2.

 

9.6Provided the Company solicits proxies in connection with the Annual Meeting, the Company shall set out the Proposal in the management proxy circular delivered to Shareholders in connection with the Annual Meeting or attach the Proposal thereto.

 

9.7If so requested by the Shareholder who submits a Proposal, the Company shall include in the management proxy circular or attach to it a statement in support of the Proposal by such Shareholder and the name and address of the Shareholder. The statement and the Proposal must together not exceed 500 words.

 

9.8The Company is not required to comply with Sub-Regulations 9.6 and 9.7 if:

 

(a)the Proposal is not submitted to the Company at least 90 days before the anniversary date of the notice of meeting that was sent to Shareholders in connection with the previous Annual Meeting;

 

(b)it clearly appears that the primary purpose of the Proposal is to enforce a personal claim or redress a personal grievance against the Company or its directors, officers or securityholders;

 

(c)it clearly appears that the Proposal does not relate in a significant way to the business or affairs of the Company;

 

(d)not more than 2 years before the receipt of a Proposal, a Shareholder failed to present, in person or by proxy, at a meeting of Shareholders, a Proposal that at such Shareholder’s request, had been included in a management proxy circular relating to such meeting;

 

(e)substantially the same Proposal was submitted to Shareholders at a meeting of Shareholders held not more than 5 years before the receipt of the Proposal and did not receive: (i) 3% of the total number of Shares voted, if the Proposal was introduced at an Annual Meeting; (ii) 6% of the total number of Shares voted at its last submission to Shareholders, if the Proposal was introduced at 2 Annual Meetings; and (iii) 10% of the total number of Shares voted at its last submission to Shareholders, if the Proposal was introduced at 3 or more Annual Meetings of shareholders, at the meeting(s); or

 

(f)the rights conferred by this Sub-Regulation 9.8 are being abused to secure publicity.

 

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9.9If a Shareholder who submits a Proposal fails to continue to hold or own the number of shares referred to in Sub-Regulation 9.2 up to and including the day of the Annual Meeting, the Company is not required to set out in the management proxy circular, or attach to it, any Proposal submitted by such Shareholder for any meeting held within 5 years following the date of the Annual Meeting.

 

9.10Neither the Company nor any person acting on its behalf incurs any liability by reason only of circulating a Proposal or statement in compliance with this Regulation 9.

 

9.11If the Company refuses to include a Proposal in a management proxy circular, the Company shall, within 21 days after the day on which it receives the Proposal or the day on which it receives the proof of ownership under Sub-Regulation 9.5, as the case may be, notify in writing the Shareholder submitting the Proposal of its intention to omit the Proposal from the management proxy circular and of the reasons for the refusal.

 

9.12On the application of a Shareholder submitting a Proposal who claims to be aggrieved by the Company’s refusal under Sub-Regulation 9.11, a court of competent jurisdiction may restrain the holding of the Annual Meeting to which the Proposal is sought to be presented and make any further order it thinks fit.

 

9.13The Company or any person claiming to be aggrieved by a Proposal may apply to a court of competent jurisdiction for an order permitting the Company to omit the Proposal from the management proxy circular, and such court, if it is satisfied that Sub-Regulation 9.9 applies, may make such order as it thinks fit.

 

10.DIRECTOR NOMINATION PROCEDURES

 

10.1Subject only to the Act, applicable securities laws and the Memorandum of Association of the Company, only persons who are nominated in accordance with the following procedures shall be eligible for election as directors of the Company. Nominations of persons for election to the board of directors by a Shareholder may be made at any Annual Meeting, or at any Special Meeting if the election of directors is a matter specified in the notice of such meeting,

 

(a)by or at the direction of the board of directors, including pursuant to a notice of meeting and related management proxy circular of the Company;

 

(b)by or at the direction or request of one or more Shareholders pursuant to a proposal made in accordance with Regulation 9, or a requisition of a meeting by one or more Shareholders made in accordance with the Sub-Regulation 8.2; or

 

(c)by any person (a “Nominating Shareholder”) who (i) at the close of business on the date of the giving of the notice provided for below in this Regulation 10 and on the record date for notice of such meeting, is entered in the securities register of the Company as a holder of one or more Shares carrying the right to vote at such meeting or who beneficially owns Shares that are entitled to be voted at such meeting and provides evidence of such beneficial ownership to the Company, and (ii) complies with the notice procedures set forth below in this Regulation 10.

 

10.2In addition to any other applicable requirements, for a nomination to be made by a Nominating Shareholder, the Nominating Shareholder must have given timely notice thereof in proper written form to the Corporate Secretary of the Company in accordance with this Regulation 10.

 

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10.3To be timely, a Nominating Shareholder’s notice must be given:

 

(a)in the case of an Annual Meeting (including an Annual and Special Meeting), not less than 30 days prior to the date of such meeting; provided, however, that in the event that the meeting is to be held on a date that is less than 50 days after the date on which the first public announcement of the date of the meeting was made (the “Notice Date”), notice by the Nominating Shareholder shall be made not later than the close of business on the 10th day following the Notice Date; and

 

(b)in the case of a Special Meeting (which is not also an Annual Meeting) called for the purpose of electing directors (whether or not also called for other purposes), not later than the close of business on the 15th day following the Notice Date.

 

10.4To be in proper written form, a Nominating Shareholder’s notice must set forth:

 

(a)as to each person whom the Nominating Shareholder proposes to nominate for election as a director, (i) the name, age, business address and residential address of the person; (ii) the principal occupation or employment of the person for the past five years; (iii) the class or series and number of shares and any related financial instruments which are controlled or which are owned beneficially or of record by the person as of the record date for the meeting (if such date shall then have been made publicly available and shall have occurred) and as of the date of such notice; (iv) full particulars regarding any contract, agreement, arrangement, understanding or relationship (collectively, “Arrangements”), including without limitation financial, compensation and indemnity related Arrangements, between the proposed nominee or any associate or Affiliate of the proposed nominee and (A) any Nominating Shareholder or any of its representatives or (B) any other person or company relating to the proposed nominee’s nomination for election, or potential service, as a director of the Company; and (v) any other information relating to the person that would be required to be disclosed in a dissident’s proxy circular in connection with solicitations of proxies for election of directors pursuant to any applicable securities laws; and

 

(b)as to the Nominating Shareholder, (i) the number of securities of each class of voting securities of the Company or any of its subsidiaries beneficially owned, or controlled or directed, directly or indirectly, by such person or any other person with whom such person is acting jointly or in concert with respect to the Company or any of its securities, as of the record date for the meeting (if such date shall then have been made publicly available and shall have occurred) and as of the date of such notice, (ii) full particulars regarding any proxy or Arrangement pursuant to which such Nominating Shareholder has a right to vote or to direct or to control the voting of any shares of the Company and (iii) any other information relating to such Nominating Shareholder that would be required to be made in a dissident’s proxy circular in connection with solicitations of proxies for election of directors pursuant to any applicable securities laws.

 

References to “Nominating Shareholder” in this Sub-Regulation 10.4 shall be deemed to refer to each Shareholder that nominates a person for election as a director in the case of a nomination proposal where more than one Shareholder is involved in making such nomination proposal.

 

10.5The Company may require any proposed nominee to furnish such other information regarding the proposed nominee:

 

(a)as may reasonably be required by the Company to determine if such proposed nominee is eligible to serve as an independent director (as defined in applicable securities laws) of the Company;

 

(b)that would reasonably be expected to be material to a reasonable Shareholder’s understanding of the independence and/or qualifications, or lack thereof, of such proposed nominee; or

 

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(c)as is customarily disclosed by the Company its management proxy circular concerning nominees for election as directors of the Company.

 

Any material information furnished to the Company pursuant to this Regulation 10 will be disclosed to Shareholders in order to facilitate their decision-making process.

 

10.6In addition, to be considered timely and in proper written form, a Nominating Shareholder’s notice shall be promptly updated and supplemented, if necessary, so that the information provided or required to be provided in such notice shall be true and correct as of the record date for the meeting.

 

10.7The chairman of the meeting shall have the power and duty to determine whether a nomination was made in accordance with the procedures set forth in the foregoing provisions and, if any proposed nomination is not in compliance with such foregoing provisions, to declare that such defective nomination shall be disregarded.

 

10.8Notwithstanding any other provision of this Regulation 10, notice given to the Corporate Secretary of the Company pursuant to this Regulation 10 may only be given by personal delivery or e-mail (to info@auraminerals.com), and shall be deemed to have been given and made only at the time it is served by personal delivery or e-mail (at the address as aforesaid) to the Corporate Secretary at the address of the principal executive offices of the Company; provided that if such delivery or electronic communication is made on a day which is not a business day or later than 5:00 p.m. (Toronto time) on a day which is a business day, then such delivery or electronic communication shall be deemed to have been made on the subsequent day that is a business day.

 

10.9Notwithstanding any provisions in this Regulation 10 to the contrary, in the event that the number of directors to be elected at a meeting is increased effective after the time period for which the Nominating Shareholder’s notice would otherwise be due under this section, a notice with respect to nominees for the additional directorships required by this Regulation 10 shall be considered timely if it shall be given not later than the close of business on the 10th day following the day on which the first public announcement of such increase was made by the Company.

 

10.10Notwithstanding the foregoing, the board of directors may, in its sole discretion, waive any requirement in this Regulation 10.

 

11.MEMBER DISSENT

 

11.1In addition to the dissent rights provided under section 179 of the Act, a member is entitled to dissent (in the manner provided for in section 179 of the Act) and be paid fair value for the Shares held by that member if the Company purports to resolve to:

 

(a)amend its Memorandum or Articles to add, change or remove any provisions restricting or constraining the issue, transfer or ownership of Shares of the Company of a class held by such member;

 

(b)amend its Memorandum or Articles to add, change or remove any restriction on the business or businesses that the Company may carry on or upon the powers that the Company may exercise;

 

(c)be continued under the laws of another jurisdiction;

 

(d)sell, lease or exchange all or substantially all of its property other than in the ordinary course of business of the Company; or

 

(e)carry out a Going-Private Transaction or a Squeeze-Out Transaction.

 

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12.DIRECTORS

 

12.1Directors shall be elected by Resolution of Shareholders or by Resolution of Directors.

 

12.2No person shall be appointed as a director of the Company unless he has consented in writing to be a director.

 

12.3The minimum number of directors shall be 3 (at least 2 of whom are not officers or employees of the Company or its affiliates) and the maximum number shall be 7.

 

12.4Each director holds office for the term, if any, fixed by the Resolution of Shareholders or the Resolution of Directors appointing him, or until his earlier death, resignation, retirement or removal, provided that any such fixed term shall be for a period expiring not later than the close of the first Annual Meeting of Shareholders following the appointment. If no term is fixed on the appointment of a director, the director serves until the close of the first Annual Meeting following the director’s appointment or until his earlier death, resignation or removal. Notwithstanding the foregoing, if directors are not elected at a meeting of Shareholders the incumbent directors continue in office until their successors are elected.

 

12.5A director may be removed from office:

 

(a)with or without cause, by Resolution of Shareholders passed at a meeting of Shareholders called for the purpose of removing the director or for purposes including the removal of the director or by a written resolution passed by at least a majority of the votes of the Shares of the Company entitled to vote; or

 

(b)with cause, by Resolution of Directors passed at a meeting of directors called for the purpose of removing the director or for purposes including the removal of the director.

 

12.6A director may resign his office by giving written notice of his resignation to the Company and the resignation has effect from the date the notice is received by the Company or from such later date as may be specified in the notice. A director shall resign forthwith as a director if he is, or becomes, disqualified from acting as a director under the Act.

 

12.7The Company shall keep a register of directors containing:

 

(a)the names and addresses of the persons who are directors of the Company;

 

(b)the date on which each person whose name is entered in the register was appointed as a director of the Company;

 

(c)the date on which each person named as a director ceased to be a director of the Company; and

 

(d)such other information as may be prescribed by the Act.

 

12.8The register of directors may be kept in any such form as the directors may approve, but if it is in magnetic, electronic or other data storage form, the Company must be able to produce legible evidence of its contents. Until a Resolution of Directors determining otherwise is passed, the magnetic, electronic or other data storage shall be the original register of directors.

 

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12.9The directors may, by Resolution of Directors, fix the emoluments of directors with respect to services to be rendered in any capacity to the Company.

 

12.10A director is not required to hold a Share as a qualification to office.

 

13.POWERS OF DIRECTORS

 

13.1The business and affairs of the Company shall be managed by, or under the direction or supervision of, the directors of the Company. The directors of the Company have all the powers necessary for managing, and for directing and supervising, the business and affairs of the Company. The directors may pay all expenses incurred preliminary to and in connection with the incorporation of the Company and may exercise all such powers of the Company as are not by the Act or by the Memorandum or the Articles required to be exercised by the Shareholders.

 

13.2Each director shall exercise his powers for a proper purpose and shall not act or agree to the Company acting in a manner that contravenes the Memorandum, the Articles or the Act. Each director, in exercising his powers or performing his duties, shall act honestly and in good faith in what the director believes to be the best interests of the Company.

 

13.3If the Company is the wholly owned subsidiary of a parent, a director of the Company may, when exercising powers or performing duties as a director, act in a manner which he believes is in the best interests of the parent even though it may not be in the best interests of the Company.

 

13.4Any director which is a body corporate may appoint any individual as its duly authorised representative for the purpose of representing it at meetings of the directors, with respect to the signing of consents or otherwise.

 

13.5The continuing directors may act notwithstanding any vacancy in their body but, if and so long as their number is reduced below the number fixed by or pursuant to these Regulations as the necessary quorum of directors, the directors may act for the purpose of increasing the number of directors to that number, or of summoning a general meeting of the Company, but for no other purpose.

 

13.6The directors may by Resolution of Directors exercise all the powers of the Company to incur indebtedness, liabilities or obligations and to secure indebtedness, liabilities or obligations whether of the Company or of any third party.

 

13.7All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments and all receipts for moneys paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, in such manner as shall from time to time be determined by Resolution of Directors.

 

14.PROCEEDINGS OF DIRECTORS

 

14.1Any one director of the Company may call a meeting of the directors by sending a written notice to each other director.

 

14.2The directors of the Company or any committee thereof may meet at such times and in such manner and places within or outside the British Virgin Islands as the directors may determine to be necessary or desirable.

 

14.3A director is deemed to be present at a meeting of directors if he participates by telephone or other electronic means and all directors participating in the meeting are able to hear each other.

 

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14.4A director shall be given not less than 2 days’ notice of meetings of directors, but a meeting of directors held without 2 days’ notice having been given to all directors shall be valid if all the directors entitled to vote at the meeting who do not attend waive notice of the meeting, and for this purpose the presence of a director at a meeting shall constitute waiver by that director. The inadvertent failure to give notice of a meeting to a director, or the fact that a director has not received the notice, does not invalidate the meeting.

 

14.5A meeting of directors is duly constituted for all purposes if at the commencement of the meeting there are present in person not less than one-half of the total number of directors, unless there are only two directors in which case the quorum is two.

 

14.6If the Company has only one director the provisions herein contained for meetings of directors do not apply and such sole director has full power to represent and act for the Company in all matters as are not by the Act, the Memorandum or the Articles required to be exercised by the Shareholders. In lieu of minutes of a meeting the sole director shall record in writing and sign a note or memorandum of all matters requiring a Resolution of Directors. Such a note or memorandum constitutes sufficient evidence of such resolution for all purposes.

 

14.7The directors may appoint a director as chairman of the board of directors. At meetings of directors at which the chairman of the board of directors is present, he shall preside as chairman of the meeting. If there is no chairman of the board of directors or if the chairman of the board is not present, the directors present shall choose one of their number to be chairman of the meeting.

 

14.8Questions arising at any meeting of directors are to be decided by a majority of votes, with each director having one vote, and, in the case of an equality of votes, the chairman of the meeting does not have a second or casting vote.

 

14.9An action that may be taken by the directors or a committee of directors at a meeting may also be taken by Resolution of Directors or a resolution of a committee of directors consented to in writing by all directors or by all members of the committee, as the case may be, without the need for any notice. The consent may be in the form of counterparts each counterpart being signed by one or more directors. If the consent is in one or more counterparts, and the counterparts bear different dates, then the resolution shall take effect on the date upon which the last director has consented to the resolution by signed counterparts.

 

15.COMMITTEES

 

15.1The directors may, by Resolution of Directors, designate one or more committees, each consisting of one or more directors, and delegate one or more of their powers, including the power to affix the Seal, to the committee.

 

15.2The directors have no power to delegate to a committee of directors any of the Proscribed Powers.

 

15.3A committee of directors, where authorised by the Resolution of Directors appointing such committee or by a subsequent Resolution of Directors, may appoint a sub-committee and delegate powers exercisable by the committee to the sub-committee.

 

15.4The meetings and proceedings of each committee of directors consisting of 2 or more directors shall be governed mutatis mutandis by the provisions of the Articles regulating the proceedings of directors so far as the same are not superseded by any provisions in the Resolution of Directors establishing the committee.

 

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15.5Where the directors delegate their powers to a committee of directors they remain responsible for the exercise of that power by the committee, unless they believed on reasonable grounds at all times before the exercise of the power that the committee would exercise the power in conformity with the duties imposed on directors of the Company under the Act.

 

16.OFFICERS AND AGENTS

 

16.1The Company may by Resolution of Directors appoint officers of the Company at such times as may be considered necessary or expedient. The officers shall perform such duties as are prescribed at the time of their appointment subject to any modification in such duties as may be prescribed thereafter by Resolution of Directors. Any number of offices may be held by the same person.

 

16.2The emoluments of all officers shall be fixed by Resolution of Directors.

 

16.3The officers of the Company shall hold office until their successors are duly appointed, but any officer elected or appointed by the directors may be removed at any time, with or without cause, by Resolution of Directors. Any vacancy occurring in any office of the Company may be filled by Resolution of Directors.

 

16.4The directors may, by Resolution of Directors, appoint any person, including a person who is a director, to be an agent of the Company.

 

16.5An agent of the Company shall have such powers and authority of the directors, including the power and authority to affix the Seal, as are set forth in the Articles or in the Resolution of Directors appointing the agent, except that no agent has any power or authority with respect to the following:

 

(a)the Proscribed Powers;

 

(b)to change the registered office or agent;

 

(c)to fix emoluments of directors; or

 

(d)to authorise the Company to continue as a company incorporated under the laws of a jurisdiction outside the British Virgin Islands.

 

16.6The Resolution of Directors appointing an agent may authorise the agent to appoint one or more substitutes or delegates to exercise some or all of the powers conferred on the agent by the Company.

 

16.7The directors may remove an agent appointed by the Company and may revoke or vary a power conferred on that person.

 

17.CONFLICT OF INTERESTS

 

17.1A director of the Company shall, forthwith after becoming aware of the fact that he is interested in a transaction entered into or to be entered into by the Company, disclose the interest to all other directors of the Company.

 

17.2For the purposes of Sub-Regulation 17.1, a disclosure to all other directors to the effect that a director is a member, director or officer of another named entity or has a fiduciary relationship with respect to the entity or a named individual and is to be regarded as interested in any transaction which may, after the date of the entry into the transaction or disclosure of the interest, be entered into with that entity or individual, is a sufficient disclosure of interest in relation to that transaction.

 

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17.3A director of the Company who is interested in a transaction entered into or to be entered into by the Company,

 

(a)shall not vote on any resolution to approve the transaction unless the transaction (i) relates primarily to his or her remuneration as a director, officer, employee or agent of the Company or an affiliate; (ii) is for indemnity or insurance; or (iii) is with an affiliate;

 

(b)attend a meeting of directors at which a matter relating to the transaction arises and be included among the directors present at the meeting for the purposes of a quorum; and

 

(c)sign a document on behalf of the Company, or do any other thing in his capacity as a director, that relates to the transaction,

 

and, subject to compliance with the Act shall not, by reason of his office be accountable to the Company for any benefit which he derives from such transaction and no such transaction shall be liable to be avoided on the grounds of any such interest or benefit.

 

18.INDEMNIFICATION

 

18.1Subject to the limitations hereinafter provided the Company shall indemnify against all expenses, including legal fees, and against all judgments, fines and amounts paid in settlement and reasonably incurred in connection with legal, administrative, investigative or other proceedings any person who:

 

(a)is or was a party or is threatened to be made a party to any threatened, pending or completed proceedings, whether civil, criminal, administrative or investigative, by reason of the fact that the person is or was a director of the Company; or

 

(b)is or was, at the request of the Company, serving as a director of, or in any other capacity is or was acting for, another body corporate or a partnership, joint venture, trust or other enterprise.

 

18.2The indemnity in Sub-Regulation 18.1 only applies if the person acted honestly and in good faith with a view to the best interests of the Company and, in the case of criminal or administrative proceedings, the person had reasonable grounds to believe that their conduct was lawful.

 

18.3The decision of the directors as to whether the person acted honestly and in good faith and with a view to the best interests of the Company and as to whether the person had no reasonable cause to believe that his conduct was unlawful is, in the absence of fraud, sufficient for the purposes of the Articles, unless a question of law is involved.

 

18.4The termination of any proceedings by any judgment, order, settlement, conviction or the entering of a nolle prosequi does not, by itself, create a presumption that the person did not act honestly and in good faith and with a view to the best interests of the Company or that the person had reasonable cause to believe that his conduct was unlawful.

 

18.5Expenses, including legal fees, incurred by a director in defending any legal, administrative or investigative proceedings may be paid by the Company in advance of the final disposition of such proceedings upon receipt of an undertaking by or on behalf of the director to repay the amount if it shall ultimately be determined that the director is not entitled to be indemnified by the Company in accordance with Sub-Regulation 18.1.

 

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18.6Expenses, including legal fees, incurred by a former director in defending any legal, administrative or investigative proceedings may be paid by the Company in advance of the final disposition of such proceedings upon receipt of an undertaking by or on behalf of the former director to repay the amount if it shall ultimately be determined that the former director is not entitled to be indemnified by the Company in accordance with Sub-Regulation 18.1 and upon such terms and conditions, if any, as the Company deems appropriate.

 

18.7The indemnification and advancement of expenses provided by, or granted pursuant to, this section is not exclusive of any other rights to which the person seeking indemnification or advancement of expenses may be entitled under any agreement, Resolution of Shareholders, resolution of disinterested directors or otherwise, both as to acting in the person’s official capacity and as to acting in another capacity while serving as a director of the Company.

 

18.8If a person referred to in Sub-Regulation 18.1 has been successful in defence of any proceedings referred to in Sub-Regulation 18.1, the person is entitled to be indemnified against all expenses, including legal fees, and against all judgments, fines and amounts paid in settlement and reasonably incurred by the person in connection with the proceedings provided such person fulfils the conditions set out in Sub-Regulation 18.2.

 

18.9The Company may purchase and maintain insurance in relation to any person who is or was a director, officer or liquidator of the Company, or who at the request of the Company is or was serving as a director, officer or liquidator of, or in any other capacity is or was acting for, another body corporate or a partnership, joint venture, trust or other enterprise, against any liability asserted against the person and incurred by the person in that capacity, whether or not the Company has or would have had the power to indemnify the person against the liability as provided in the Articles.

 

19.CORPORATE RECORDS

 

19.1The Company shall keep the following documents at the office of its registered agent:

 

(a)the Memorandum and the Articles;

 

(b)the register of members, or a copy of the register of members;

 

(c)the register of directors, or a copy of the register of directors; and

 

(d)copies of all notices and other documents filed by the Company with the Registrar in the previous 10 years.

 

19.2If the Company maintains only a copy of the register of members or a copy of the register of directors at the office of its registered agent, it shall:

 

(a)cause an updated copy of its register of members to be sent to its registered agent on a monthly basis; and

 

(b)provide the registered agent with a written record of the physical address of the place or places at which the original register of members or the original register of directors is kept.

 

19.3The Company shall keep the following records at the office of its registered agent or at such other place or places, within or outside the British Virgin Islands, as the directors may determine:

 

(a)minutes of meetings and Resolutions of Shareholders and classes of Shareholders; and

 

(b)minutes of meetings and Resolutions of Directors and committees of directors.

 

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19.4Where any original records referred to in this Regulation 19 are maintained other than at the office of the registered agent of the Company, and the place at which the original records is changed, the Company shall provide the registered agent with the physical address of the new location of the records of the Company within 14 days of the change of location.

 

19.5The records kept by the Company under this Regulation 19 shall be in written form or either wholly or partly as electronic records complying with the requirements of the Electronic Transactions Act, 2001 as from time to time amended or re-enacted.

 

20.SEAL

 

20.1The Company shall have a Seal an impression of which shall be kept at the office of the registered agent of the Company. The Company may have more than one Seal and references herein to the Seal shall be references to every Seal which shall have been duly adopted by Resolution of Directors. The directors shall provide for the safe custody of the Seal and for an imprint thereof to be kept at the registered office. Except as otherwise expressly provided herein the Seal when affixed to any written instrument shall be witnessed and attested to by the signature of any one director or other person so authorised from time to time by Resolution of Directors. Such authorisation may be before or after the Seal is affixed, may be general or specific and may refer to any number of sealings. The directors may provide for a facsimile of the Seal and of the signature of any director or authorised person which may be reproduced by printing or other means on any instrument and it shall have the same force and validity as if the Seal had been affixed to such instrument and the same had been attested to as hereinbefore described.

 

21.DISTRIBUTIONS BY WAY OF DIVIDEND

 

21.1The directors of the Company may, by Resolution of Directors, authorise a distribution by way of dividend at a time and of an amount they think fit if they are satisfied, on reasonable grounds, that, immediately after the distribution, the value of the Company’s assets will exceed its liabilities and the Company will be able to pay its debts as they fall due.

 

21.2The directors may, not more than 60 days before the day on which a dividend is to be paid, fix a date as the record date for the purpose of determining shareholders entitled to receive payment of a dividend. If no such record date is fixed, the record date for the determination of shareholders entitled to receive payment of a dividend shall be at the close of business on the day on which the directors pass the resolution relating thereto.

 

21.3Dividends may be paid in money, the issuance of fully paid Shares, or other property.

 

21.4Notice of any dividend that may have been declared shall be given to each Shareholder as specified in Regulation 23 and all dividends unclaimed for 3 years after having been declared may be forfeited by Resolution of Directors for the benefit of the Company.

 

21.5No dividend shall bear interest as against the Company and no dividend shall be paid on treasury shares.

 

22.ACCOUNTS AND AUDIT

 

22.1The Company shall keep records and underlying documentation that are sufficient to show and explain the Company’s transactions and that will, at any time, enable the financial position of the Company to be determined with reasonable accuracy.

 

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22.2The records and underlying documentation of the Company shall be kept at the office of its registered agent or at such other place or places, within or outside the British Virgin Islands, as the directors may determine and if the records and underlying documentation are kept in a location other than the office of the registered agent, the Company shall provide the registered agent with a written record of:

 

(a)the physical address of the place at which the records and underlying documentation are kept; and

 

(b)the name of the person who maintains and controls the Company’s records and underlying documentation.

 

22.3If the location at which the records and underlying documentation are kept or the name of the person who maintains and controls the records and underlying documentation changes, the Company shall, within 14 days of the change provide its registered agent with:

 

(a)the physical address of the new location at which the records and underlying documentation are kept; and

 

(a)the name of the new person who maintains and controls the Company’s records and underlying documentation.

 

22.4The Company may by Resolution of Shareholders call for the directors to prepare periodically and make available a profit and loss account and a balance sheet. The profit and loss account and balance sheet shall be drawn up so as to give respectively a true and fair view of the profit and loss of the Company for a financial period and a true and fair view of the assets and liabilities of the Company as at the end of a financial period.

 

22.5The Company may by Resolution of Shareholders call for the accounts to be examined by auditors.

 

22.6The first auditors shall be appointed by Resolution of Directors; subsequent auditors shall be appointed by Resolution of Shareholders.

 

22.7The auditors may be Shareholders, but no director or other officer shall be eligible to be an auditor of the Company during their continuance in office.

 

22.8The remuneration of the auditors of the Company:

 

(a)in the case of auditors appointed by the directors, may be fixed by Resolution of Directors; and

 

(b)subject to the foregoing, shall be fixed by Resolution of Shareholders or in such manner as the Company may by Resolution of Shareholders determine.

 

22.9The auditors shall examine each profit and loss account and balance sheet required to be laid before a meeting of the Shareholders or otherwise given to Shareholders and shall state in a written report whether or not:

 

(a)in their opinion the profit and loss account and balance sheet give a true and fair view respectively of the profit and loss for the period covered by the accounts, and of the assets and liabilities of the Company at the end of that period; and

 

(b)all the information and explanations required by the auditors have been obtained.

 

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22.10The report of the auditors shall be annexed to the accounts and shall be read at the meeting of Shareholders at which the accounts are laid before the Company or shall be otherwise given to the Shareholders.

 

22.11Every auditor of the Company shall have a right of access at all times to the books of account and vouchers of the Company, and shall be entitled to require from the directors and officers of the Company such information and explanations as he thinks necessary for the performance of the duties of the auditors.

 

22.12The auditors of the Company shall be entitled to receive notice of, and to attend any meetings of Shareholders at which the Company’s profit and loss account and balance sheet are to be presented.

 

23.NOTICES

 

23.1Any notice, information or written statement to be given by the Company to Shareholders:

 

(a)shall be in writing and may be given by personal service, mail, courier, email, or fax to such Shareholder’s address as shown in the register of members or to such Shareholder’s email address or fax number as notified by the Shareholder to the Company in writing from time to time; or

 

(b)for so long as the Shares are listed on the TSX, may be given as permitted by and in accordance with the TSX Listing Rules.

 

23.2Any summons, notice, order, document, process, information or written statement to be served on the Company may be served by leaving it, or by sending it by registered mail addressed to the Company, at its registered office, or by leaving it with, or by sending it by registered mail addressed to the Company at the offices of the registered agent of the Company.

 

23.3Service of any summons, notice, order, document, process, information or written statement to be served on the Company may be proved by showing that the summons, notice, order, document, process, information or written statement was delivered to the registered office or the registered agent of the Company or that it was mailed in such time as to admit to its being delivered to the registered office or the registered agent of the Company in the normal course of delivery within the period prescribed for service and was correctly addressed and the postage was prepaid.

 

23.4Where a notice is sent by post, service of the notice shall be deemed to be effected by properly addressing, prepaying and posting a letter containing notice, and shall be deemed to be received on the fifth business day following the day on which the notice was posted. Where a notice is sent by fax or email, notice shall be deemed to be effected by transmitting the email or fax to the address or number provided by the intended recipient and service of the notice shall be deemed to have been received on the same day that it was transmitted.

 

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24.VOLUNTARY LIQUIDATION

 

24.1Subject to the Act, the Company may by Resolution of Shareholders appoint an eligible individual as voluntary liquidator alone or jointly with one or more other voluntary liquidators.

 

25.CONTINUATION

 

25.1The Company may by Special Resolution of Shareholders continue as a company incorporated under the laws of a jurisdiction outside the British Virgin Islands in the manner provided under those laws.

 

We, HARNEYS CORPORATE SERVICES LIMITED of Craigmuir Chambers, Road Town, Tortola, British Virgin Islands for the purpose of continuing the Company as a BVI Business Company under the laws of the British Virgin Islands hereby sign these Articles of Association on behalf of the Company’s shareholders and directors on this 30th day of December 2016.

 

Incorporator

 

(Sgd) Andrew Saunders  

Andrew Saunders

Authorised Signatory

HARNEYS CORPORATE SERVICES LIMITED

 

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Exhibit 10.1

 

 

AURA MINERALS INC.

 

OMNIBUS INCENTIVE PLAN

 

 

 

 

 

 

 

 

 

 

 

 

Effective June 20, 2024

 

 

 

AURA MINERALS INC.

 

OMNIBUS INCENTIVE PLAN

 

Aura Minerals Inc. (the "Corporation") hereby establishes this Omnibus Incentive Plan (the "Plan") for certain qualified directors, executive officers, employees, and consultants of the Corporation or any of its Subsidiaries. The Plan shall become effective on the Effective Date (as defined below) and shall remain in effect, subject to the right of the Board (as defined below) to amend or terminate the Plan at any time pursuant to Section 10.3, until the tenth (10th) anniversary of the Effective Date. Except as otherwise specifically permitted in the Plan or a Grant Agreement, no termination, amendment, or modification of the Plan shall adversely affect in any material way any Award previously granted under the Plan, without the written consent of the Participant holding such Award.

 

Article 1
INTERPRETATION

 

Section 1.1 Definitions.

 

Where used herein or in any amendments hereto or in any communication required or permitted to be given hereunder, the following terms shall have the following meanings, respectively:

 

(1)    "Account" means an account maintained for each Participant on the books of the Corporation which will be credited with Options, Share Appreciation Rights, PSUs, RSUs or DSUs, as applicable, and Dividend Equivalents (other than in respect of Options and Share Appreciation Rights), in accordance with the terms of this Plan;

 

(2)    "Active Employment" means, in the case where the Participant is an employee, the period during which the Participant performs work for the Corporation or any of its Subsidiaries. For certainty, "Active Employment" shall be deemed to include, as applicable, (a) any period of vacation, disability, or other leave permitted by the Employment Standards Legislation or applicable human rights legislation, and (b) any period constituting the minimum notice of termination period that is required to be provided to an employee pursuant to the minimum requirements of the Employment Standards Legislation. "Active Employment" shall be deemed to exclude any other period that follows or ought to have followed, as applicable, the later of (i) the effective termination or resignation date of employment, or (ii) the end of the minimum notice of termination period that is required to be provided to an employee pursuant to the minimum requirements of the Employment Standards Legislation;

 

(3)    "Active Engagement" means any period in which a Participant who is not an employee of the Corporation or any of its Subsidiaries provides services to the Corporation or any of its Subsidiaries. For certainty, "Active Engagement" shall exclude any period that follows, or ought to have followed, a Participant’s last day of providing services to the Corporation or any of its Subsidiaries, including at common law or civil law;

 

(4)    "Affiliate" has the meaning ascribed thereto under the Securities Act (Ontario);

 

(5)    "Associate" has the meaning ascribed thereto under the Securities Act (Ontario);

 

(6)    "Award" means an Option, a Share Appreciation Right, a PSU, an RSU and/or a DSU, as applicable, granted to a Participant pursuant to the terms of the Plan and the applicable Grant Agreement and/or a Cash Equivalent and a Dividend Equivalent, as applicable, granted under the Plan;

 

(7)    "Board" means the board of directors of the Corporation;

 

 

 

(8)    "Black-Out Period" means a period of time when, pursuant to any policies of the Corporation or determination by the Board, any securities of the Corporation may not be traded by certain Persons designated by the Corporation;

 

(9)    "Business Day" means a day other than a Saturday, Sunday or statutory holiday, when banks are generally open for business in Toronto, Ontario for the transaction of banking business;

 

(10)      "Cash Equivalent" means the amount of money equal to the Fair Market Value multiplied by the number of vested PSUs, RSUs or DSUs, as applicable, in the Participant’s Account, net of any applicable taxes in accordance with Section 11.2, on the PSU Settlement Date, the RSU Settlement Date, or the DSU Settlement Date, as applicable;

 

(11)    "Cause" shall mean:

 

(a)    in respect of a Participant who is an employee, the occurrence of any applicable grounds at common law or civil law, as applicable, for which the Corporation, a Subsidiary, or an Affiliate is entitled to terminate the Participant’s employment summarily without notice and without compensation or damages in lieu of notice (and whether or not the grounds relied upon also constitute just or sufficient cause for purposes of the Employment Standards Legislation); or

 

(b)    in respect of a Participant who is not an employee, (i) if the Participant is a party to a written service agreement with the Corporation or a Subsidiary, and within such agreement "Cause" (or such other similar term which would allow the service agreement to be terminated without any notice of pay in lieu thereof) is defined, "Cause" (or such other similar term) as defined in such service agreement, or (ii) if the Participant is not a party to a written service agreement with the Corporation or a Subsidiary, within which "Cause" (or such other similar term which would allow the service agreement to be terminated without any notice of pay in lieu thereof) is defined, any reason determined by the Corporation or a Subsidiary to terminate the service relationship, without notice or payment in lieu of notice in accordance with applicable law, and

 

for the purposes of the Plan, the determination by the Corporation or a Subsidiary that a Participant was discharged for Cause shall be binding on the Participant;

 

(12)    "Change of Control" means:

 

(a)    the consummation of any transaction or series of transactions including any consolidation, amalgamation, arrangement, merger or issue of voting shares in the capital of the Corporation, the result of which is that any Person or group of Persons acting jointly or in concert for purposes of such transaction becomes the beneficial owner, directly or indirectly, of more than 50% of the voting shares in the capital of the Corporation, measured by voting power rather than number of shares (but shall not include the creation of a holding company or similar transaction that does not involve any material change in the indirect beneficial ownership of the shares in the capital of the Corporation);

 

(b)    the direct or indirect sale, transfer or other disposition, in one or a series of related transactions, of all or substantially all of the assets of the Corporation, taken as a whole, to any Person or group of Persons acting jointly or in concert for purposes of such transaction (other than to any affiliates of the Corporation);

 

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(c)    the election at a meeting of the Corporation’s shareholders of that number of individuals that would represent a majority of the Board as directors of the Corporation, who are not included in the slate for election as directors proposed to the Corporation’s shareholders by management of the Corporation or a transaction or series of transactions as a result of which a majority of the directors of the Corporation are removed from office at any annual or special meeting of shareholders or as a result of a transaction referred to in clause (a) immediately above, or a majority of the directors of the Corporation resign from office over a period of 60 days or less, and the vacancies created thereby are filled by nominees proposed by any Person other than directors or management of the Corporation in place immediately prior to the removal or resignation of the directors; or

 

(d)    the completion of any transaction or the first of a series of transactions which would have the same or similar effect as any transaction or series of transactions referred to in clauses (a), (b) or (c) referred to immediately above;

 

notwithstanding any provision in the definition of "Change of Control" to the contrary, for purposes of an Award that provides for a deferral of compensation under the Nonqualified Deferred Compensation Rules, to the extent the impact of a Change of Control on such Award would subject a Participant to additional taxes under the Nonqualified Deferred Compensation Rules, a Change of Control described above with respect to such Award a Change of Control shall not be deemed to have occurred unless both a Change of Control and a "change in the ownership of a corporation," "change in the effective control of a corporation," or a “change in the ownership of a substantial portion of a corporation’s assets” within the meaning of the Nonqualified Deferred Compensation Rules as applied to the Corporation has occurred;

 

(13)    "Clawback Policy" means the Corporation’s written clawback policy, as in effect from time to time;

 

(14)    "Corporation" means Aura Minerals Inc., a corporation continued under the BVI Business Companies Act, 2004, as amended from time to time;

 

(15)    "consultants", where used in respect of a Canadian Participant, has the meaning ascribed to such term in National Instrument 45-106 – Prospectus Exemptions;

 

(16)    "Current Grant" has the meaning ascribed thereto in Section 3.7(4);

 

(17)    "Disability" in respect of a Participant who is an employee, the Participant is unable to carry out the essential responsibilities and essential functions of the Participant’s employment or service by reason of any medically determinable physical or mental impairment which, provided that the Participant is entitled to accommodation under applicable human rights laws, cannot be accommodated without imposing undue hardship on the employer entity to which the Participant provides services;

 

(18)    "Insider Trading Policy" means the Corporation’s written insider trading policy, as in effect from time to time;

 

(19)    "Disqualifying Disposition" has the meaning ascribed thereto in Section 3.7(5);

 

(20)    "Dividend Equivalent" means a bookkeeping entry equivalent in value to a dividend paid on a Share credited to a Participant’s Account;

 

(21)    "Dividend Payment Date" means the date on which the Corporation pays a dividend on the Shares;

 

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(22)    "Dividend Record Date" means the date on which the Corporation determines the record of holders of Shares entitled to receive a dividend declared by the Corporation;

 

(23)    "DSU" means a deferred share unit that is granted by the Corporation from time to time to a Participant that is not an employee of the Corporation or any of its Subsidiaries pursuant to Article 7 which shall upon vesting entitle the holder thereof to receive the Cash Equivalent, subject to the terms and conditions of this Plan and the applicable DSU Agreement, provided that such DSU has not expired before vesting;

 

(24)    "DSU Agreement" means a written agreement between the Corporation and a Participant evidencing the grant of DSUs and the terms and conditions thereof;

 

(25)    "DSU Settlement Date" has the meaning ascribed thereto in Section 7.4(1);

 

(26)    "Effective Date" has the meaning ascribed thereto in Section 11.9;

 

(27)    "Eligible Participants" means any director, executive officer, employee or consultant of the Corporation or any of its Subsidiaries (for so long as such Person is Actively Employed or Actively Engaged); provided, however, that being a consultant does not qualify a person as an Eligible Participant unless the consultant is a natural person that provides bona fide services to the Corporation and such services are not in connection with the offer or sale of securities in a capital-raising transaction, and do not directly or indirectly promote or maintain a market for the Corporation’s securities;

 

(28)    "Employment Agreement" means, with respect to any Participant, any written employment agreement entered into between the Corporation or a Subsidiary, as applicable, on one hand, and such Participant, on the other hand, which governs the Participant’s terms and conditions of employment, including any amendments made thereto;

 

(29)    "Employment Standards Legislation" means the applicable employment standards legislation, as amended from time to time, that applies in the province, state, territory or country (as applicable) in which the Participant primarily works;

 

(30)    "Exchange Act" means the Securities Exchange Act of 1934, as amended from time to time, including the guidance, rules and regulations promulgated thereunder and successor provisions, guidance, rules and regulations thereto;

 

(31)    "Exercise Notice" means a notice, in the form attached to the relevant Option Agreement, or such other form as the Board may use from time to time, in writing signed by a Participant and stating the Participant’s intention to exercise Options and the manner in which such Options are to be exercised;

 

(32)    "Fair Market Value" means, at any date when the market value of Shares is to be determined: (i) the VWAP on the Stock Exchange on which the Shares are then listed (or, if the Shares are then listed on more than one Stock Exchange, then using the Stock Exchange on which a majority of Shares are traded) for the five (5) trading days immediately preceding such date; or (ii), if the Shares or not listed on any Stock Exchange, the value as is determined solely by the Board, acting reasonably and in good faith and such determination shall be conclusive and binding on all Persons; provided, however, that solely with respect to awards of Options and Share Appreciation Rights to U.S. Participants (as well as any cashless exercise or net settlement of such Options and Share Appreciation Rights), "Fair Market Value" shall not be less than the closing price of the Shares on the relevant Stock Exchange on the day immediately preceding such valuation or if the Shares are not listed on any Stock Exchange, the value as it is determined solely by the Board in accordance with valuation principles of Section 409A;

 

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(33)    "Forfeiture Policy" has the meaning ascribed thereto in Section 11.3(2)(a);

 

(34)    "Good Reason" has the meaning assigned to such term in the Employment Agreement or service agreement, if any, between a Participant and the Corporation or a Subsidiary, provided, however that if there is no such Employment Agreement or service agreement in which such term is defined, and unless otherwise defined in the applicable Grant Agreement or otherwise determined by the Board, then "Good Reason" shall mean:

 

(a)    a substantial diminution in the Participant’s authorities, duties, responsibilities, status (including officers, titles, and reporting requirements) from those in effect immediately prior to a Change of Control;

 

(b)    the Corporation requires the Participant to be based at a location in excess of one hundred (250) kilometers from the location of the Participant’s principal job location or office immediately prior to a Change of Control, except for required travel on Corporation business to an extent substantially consistent with the Participant’s business obligations immediately prior to a Change of Control;

 

(c)    a reduction in the Participant’s base salary, or a substantial reduction in the Participant’s target compensation under any incentive compensation plan, as in effect as of the date of a Change of Control; or

 

(d)    the failure of the Corporation to continue in effect the Participant’s participation in the Corporation’s Share Compensation Arrangements and any employee benefit and retirement plans, policies or practices, at a level substantially similar or superior to and on a basis consistent with the relative levels of participation of other similarly-positioned employees, as existed immediately prior to a Change of Control.

 

(35)    "Grant Agreement" means a written agreement entered into by the Corporation and a Participant evidencing the grant to such Participant of an Award, including an Option Agreement, a PSU Agreement, an RSU Agreement and a DSU Agreement;

 

(36)    "Incentive Stock Option" or "ISO" means an Option that is intended to meet the requirements of Section 422 of the U.S. Code;

 

(37)    "Insider" means a "reporting insider" as defined in National Instrument 55-104 – Insider Reporting Requirements and Exemptions and includes Associates and affiliates (as such term is defined in the TSX Company Manual) of such reporting insider;

 

(38)    "Intrinsic Value" has the meaning ascribed thereto in Section 3.6(2) hereof;

 

(39)    "Legacy Option" means an option and any applicable share appreciation right granted by the Corporation under the Legacy Option Plan which upon exercises entitle the holder thereof to acquire a designated number of Shares issued by the Corporation, subject to the terms and conditions of the Legacy Option Plan and option grant agreement, provided that such Legacy Option has not expired prior to being exercised;

 

(40)    "Legacy Option Plan" means the Corporation’s incentive stock option plan effective May 26, 2017, as amended June 13, 2018 and September 24, 2020, in effect on the Effective Date;

 

(41)    “More Than 10% Owner” has the meaning ascribed thereto in Section 3.7(2);

 

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(42)    "Non-Exempt Deferred Compensation" means an Award that falls under the definition of non-qualified deferred compensation, as defined in Section 409A, and that does not otherwise qualify for an exemption from the application of Section 409A;

 

(43)    "Nonqualified Deferred Compensation Rules" means the limitations and requirements of Section 409A;

 

(44)    "Nonstatutory Option" means an Option that is not an ISO;

 

(45)    "Other Plans" has the meaning ascribed thereto in Section 3.7(4);

 

(46)    "Option" means an option that is granted by the Corporation from time to time to a Participant pursuant to Article 3 which shall upon exercise entitle the holder thereof to acquire and be issued with a designated number of Shares at the Option Price, subject to the terms and conditions of this Plan and the applicable Option Agreement, provided that such Option has not expired prior to being exercised;

 

(47)    "Option Agreement" means a written agreement between the Corporation and a Participant evidencing the grant of Options and Share Appreciation Rights and the terms and conditions thereof;

 

(48)    "Option Price" has the meaning ascribed thereto in Section 3.2;

 

(49)    "Option Term" has the meaning ascribed thereto in Section 3.4;

 

(50)    "Participants" means Eligible Participants that are granted Awards under the Plan;

 

(51)    "Performance Criteria" means specified criteria established by the Board and set forth in the applicable Grant Agreement, other than the mere continuation of employment or the mere passage of time, the satisfaction of which is a condition for the grant, exercisability, vesting or full enjoyment of an Award;

 

(52)    "Performance Period" means the period determined by the Board at the time any Award is granted or at any time thereafter during which any Performance Criteria and any other conditions specified by the Board with respect to such Award are to be measured and by which the vesting of the Award is determined;

 

(53)    "Person" means an individual, corporation, company, cooperative, partnership, trust, unincorporated association, entity with juridical personality or governmental authority or body, and pronouns which refer to a Person shall have a similarly extended meaning;

 

(54)    "Plan" means this Omnibus Incentive Plan of the Corporation, including any amendments or supplements hereto;

 

(55)    "PSU" means a performance share unit that is granted by the Corporation as a bonus from time to time to a Participant pursuant to Article 5 hereof which shall upon vesting entitle the holder thereof to receive fully paid up Shares issued by the Corporation or purchased on the open market, the Cash Equivalent or a combination thereof, as applicable, subject to the terms and conditions of this Plan and the applicable PSU Agreement, provided that such PSU has not expired before vesting;

 

(56)    "PSU Agreement" means a written agreement between the Corporation and a Participant evidencing the grant of PSUs and the terms and conditions thereof;

 

(57)    "PSU Settlement Date" has the meaning ascribed thereto in Section 5.4(1);

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(58)    "Replaced Award" has the meaning ascribed thereto in Section 10.2(3);

 

(59)    "Replacement Award" has the meaning ascribed thereto in Section 10.2(3);

 

(60)    "Required Delay Period" has the meaning ascribed thereto in Section 9.1(3)(a);

 

(61)    "Restriction Period" means a period determined by the Board, in its sole discretion, ending in all cases no later than: (a) in the case of PSUs and RSUs that, by their terms, can be settled for the Cash Equivalent at the election of the Corporation, three (3) years after the last day of the calendar year in which the performance of services for which PSUs or RSUs are remuneration were first rendered; (b) in the case of RSUs that, by their terms, cannot be settled for the Cash Equivalent at the election of the Corporation, ten (10) years from the date of grant; (c) in the case of DSUs, December 15 of the calendar year following the calendar year of the Participant’s Termination Date; (d) notwithstanding the foregoing (a) through (c), in the case of DSUs or RSUs held by eligible directors in the U.S., the thirtieth (30th) day following the Participant’s Termination Date; and (e) in every other case, the date determined by the Board at the time any Award is granted or at any time thereafter during which any PSU, RSU or DSU is subject to vesting, risk of forfeiture or deferral, as applicable;

 

(62)    "Retirement" means the fulfillment of the following criteria:

 

(a)    the Participant has participated in the Plan for at least two (2) full years prior to the applicable Termination Date (as calculated from the grant date of their first Award under this Plan);

 

(b)    the Participant is at least sixty (60) years of age as of the Termination Date;

 

(c)    the Participant provides at least twelve (12) months’ advance written notice of their intention to end of employment due to retirement; and

 

(d)    the Participant’s employment is not terminated for Cause prior to the conclusion of the applicable retirement notice period;

 

(63)    "RSU" means a restricted share unit that is granted by the Corporation as a bonus from time to time to a Participant pursuant to Article 6 which shall upon vesting entitle the holder thereof to receive a payment in the form of fully paid up Shares issued by the Corporation or purchased on the open market, the Cash Equivalent or a combination thereof, subject to the terms and conditions of this Plan and the applicable RSU Agreement, provided that such RSU has not expired before vesting;

 

(64)    "RSU Agreement" means a written agreement between the Corporation and a Participant evidencing the grant of RSUs and the terms and conditions thereof;

 

(65)    "RSU Settlement Date" has the meaning ascribed thereto in Section 6.4(1);

 

(66)    "Section 409A" means Section 409A of the U.S. Code, as amended from time to time, including the guidance and regulations promulgated thereunder and successor provisions, guidance and regulations thereto;

 

(67)    "Share Appreciation Right" has the meaning ascribed thereto in Section 4.1(1);

 

(68)    "Share Compensation Arrangement" means a stock option, stock option plan, employee stock purchase plan, long-term incentive plan or any other compensation or incentive mechanism involving the issuance or potential issuance of Shares to one or more full-time employees, directors, officers, Insiders, or consultants of the Corporation or a Subsidiary, including security-based compensation arrangements (or equivalent) under the rules of a Stock Exchange, a Share issued to a

 

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full-time employee, director, officer, Insider, or consultant, the subscription consideration for which is financially assisted by the Corporation or a Subsidiary by way of a loan, guarantee or otherwise. For greater certainty, "Share Compensation Arrangements" includes the Legacy Option Plan for such time as it is effective;

 

(69)    "Shares" means the common shares in the share capital of the Corporation, and such other securities as may be substituted (or re-substituted) for Shares pursuant to Article 10;

 

(70)    "Share Unit Vesting Determination Date" means the date on which the Board determines if the vesting conditions with respect to PSUs, RSUs or DSUs (including, any applicable Performance Criteria) have been met, and as a result, establishes the number of PSUs, RSUs or DSUs, as applicable, that become vested, if any;

 

(71)    "Specified Employee" has the meaning ascribed thereto in Section 9.1(3);

 

(72)    "Stock Exchange" means any stock exchange on which the Shares are then listed or posted for trading, and as of the Effective Date means the TSX;

 

(73)    "Subsidiary" means a corporation, company or partnership that is controlled, directly or indirectly, by the Corporation;

 

(74)    "Subsidiary Corporation" means a corporation other than the Corporation in an unbroken chain of corporations beginning with the Corporation if, at the time of granting the Option, each of the corporations other than the last corporation in the unbroken chain owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain;

 

(75)    "Tax Act" means the Income Tax Act (Canada) and the regulations thereunder, as amended from time to time;

 

(76)    "Termination Date" means the date on which a Participant ceases to be an Eligible Participant as a result of the termination of their employment or engagement with the Corporation or a Subsidiary, for any reason, including death, Retirement, resignation or termination with Cause, without Cause or as a result of Disability, as applicable. For the purposes of this definition and the Plan, a Participant’s employment or engagement with the Corporation or a Subsidiary shall be considered to have terminated on the last day of the Participant’s Active Employment or Active Engagement (as applicable), as designated by the Corporation, in written notice to the Participant, as the day on which the Participant’s employment terminates for any reason whatsoever (whether or not that termination is lawful), and notwithstanding and without regard to any applicable notice of termination or reasonable notice, compensation or indemnity in lieu of notice, severance or termination pay, wrongful or constructive dismissal damages, damages for the failure to provide reasonable notice, period of salary continuation, period of deemed employment or deemed service, or any claim the Participant may have thereto (whether express, implied, contractual, statutory, at common law or under civil law, or otherwise), provided that, the Participant will always receive the minimum statutory entitlements required by the Employment Standards Legislation, and, in the case of resignation by the Participant, such date may not be earlier than the date that notice of resignation was first given by the Participant to the Corporation;

 

(77)    "TSX" means the Toronto Stock Exchange;

 

(78)    "U.S. Code" the United States Internal Revenue Code of 1986, as amended from time to time and any reference to a particular section of the U.S. Code shall include references to guidance, regulations and rulings thereunder and to successor provisions; 

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(79)    "U.S. Participant" means, any Participant who is a United States citizen or United States resident alien as defined for purposes of Section 7701(b)(1)(A) of the U.S. Code;

 

(80)    “US$100,000 Limit” has the meaning ascribed thereto in Section 3.7(4);

 

(81)    "Vesting Year" has the meaning ascribed thereto in Section 110(0.1) of the Tax Act; and

 

(82)    "VWAP" means the volume weighted average trading price of the Shares, calculated by dividing the total value by the total volume of Shares traded on the relevant Stock Exchange for the relevant period;

 

Section 1.2 Interpretation.

 

(1)    Whenever the Board is to exercise discretion or authority in the administration of the terms and conditions of this Plan, the term "discretion" or "authority" means the sole and absolute discretion of the Board.

 

(2)    The provision of a table of contents, the division of this Plan into Articles, Sections and other subdivisions and the insertion of headings are for convenient reference only and do not affect the interpretation of this Plan.

 

(3)    In this Plan, words importing the singular shall include the plural, and vice versa and words importing any gender include any other gender.

 

(4)    The words "including", "includes" and "include" and any derivatives of such words mean "including (or includes or include) without limitation". As used herein, the expressions "Article", "Section" and other subdivision followed by a number, mean and refer to the specified Article, Section or other subdivision of this Plan, respectively.

 

(5)    If any action may be taken within, or any right or obligation is to expire at the end of, a period of days under this Plan, then the first day of the period is not counted, but the day of its expiry is counted.

 

Article 2
PURPOSE AND ADMINISTRATION OF THE PLAN; GRANTING OF AWARDS

 

Section 2.1 Purpose of the Plan.

 

The purpose of the Plan is to permit the Corporation to grant Awards to Eligible Participants, subject to certain conditions as hereinafter set forth, for the following purposes:

 

(1)    to support the achievement of the Corporation’s performance objectives;

 

(2)    to ensure that interests of key Persons are aligned with the success of the Corporation;

 

(3)    to provide compensation opportunities through which the Corporation or a Subsidiary may attract, retain and motivate able Persons to advance the long-term success of the Corporation and its Subsidiaries; and

 

(4)    to reward Participants for their performance of services while working for the Corporation or a Subsidiary.

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Section 2.2 Implementation and Administration of the Plan.

 

(1)    The Plan shall be administered and interpreted by the Board. Without limiting the generality of the foregoing, but subject to Article 10 and any applicable rules of a Stock Exchange, the Board may, from time to time, as it may deem expedient, adopt, amend and rescind rules and regulations or vary the terms of this Plan and/or any Award hereunder for carrying out the provisions and purposes of the Plan and/or to address tax or other requirements of any applicable jurisdiction. Subject to the provisions herein, the Board may, in its sole discretion, make such determinations under, and such interpretations of, and take such steps and actions in connection with, the proper administration and operations of the Plan as it may deem necessary or advisable, which determinations and decisions need not be uniform among Participants or Awards granted hereunder, including each of the following:

 

(a)    designate Eligible Participants as Participants;

 

(b)    determine the type or types of Awards to be granted to an Eligible Participant (including the class(es) of Eligible Participants entitled to receive certain type or types of Awards);

 

(c)    determine the number of Shares or amount of cash to be covered by or issuable or payable pursuant to Awards;

 

(d)    determine the terms and conditions of any Award, including whether, to what extent and under what circumstances Awards may be vested, settled, exercised, cancelled or forfeited (including conditions based on continued employment or service requirements or the achievement of one or more Performance Criteria);

 

(e)    modify, waive or adjust any term or condition of an Award that has been granted, which may include the acceleration of vesting, waiver of forfeiture restrictions, modification of the form of settlement of the Award (for example, from cash to Shares or vice versa, provided that an Award to which Section 7 of the Tax Act is intended to apply shall not be settled in cash or property other than Shares (or substituted shares) except at the election of the Participant), early termination of a Performance Period, or modification of any other condition or limitation regarding an Award;

 

(f)    determine the treatment of an Award upon a termination of employment or other service relationship;

 

(g)   designate naming conventions for purposes of distinguishing between a class of Awards, for example distinguishing between Awards that are solely Share-settled or solely Cash Equivalent settled in accordance with their terms;

 

(h)    impose a holding period with respect to an Award or the Shares received in connection with an Award;

 

(i)    interpret and administer the Plan and any Grant Agreement;

 

(j)    correct any defect, supply any omission or reconcile any inconsistency in the Plan, in any Award, or in any Grant Agreement; and

 

(k)    make any other determination and take any other action that the Board deems necessary or desirable for the administration of the Plan.

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(2)    The Board may delegate any or all of its powers and duties under the Plan to a committee or subcommittee of directors, including the power to perform administrative functions and grant Awards; provided, that such delegation does not violate applicable law, or the applicable rules of a Stock Exchange. Upon any such delegation, all references in the Plan to the "Board," other than in Article 10, shall be deemed to include any committee or subcommittee to whom such powers have been delegated by the Board. Any such delegation shall not limit the right of such committee or subcommittee members to receive Awards. The Board may also, pursuant to Section 11.1, appoint agents who are not executive officers of the Corporation or members of the Board to assist in administering the Plan, provided, however, that such individuals may not be delegated the authority to grant or modify any Awards that will, or may, be settled in Shares. Any such delegation by the Board may be revoked at any time at the Board’s sole discretion. The interpretation, administration, construction and application of the Plan and any provisions hereof made by the Board, or by any officer, manager, committee or any other Person to which the Board delegated authority to perform such functions, shall be final and binding on the Corporation, its Subsidiaries and all Eligible Participants.

 

(3)    No member of the Board or any Person acting pursuant to authority delegated by the Board hereunder shall be liable for any action or determination taken or made in good faith in the administration, interpretation, construction or application of the Plan or any Award granted hereunder. Members of the Board, and any Person acting at the direction or on behalf of the Board, shall, to the extent permitted by law, be fully indemnified and protected by the Corporation with respect to any such action or determination.

 

(4)    The Plan shall not in any way fetter, limit, obligate, restrict or constrain the Board with regard to the allotment or issuance of any Shares or any other securities in the capital of the Corporation. For greater clarity, the Corporation shall not by virtue of this Plan be in any way restricted from declaring and paying stock dividends, repurchasing Shares or any other securities in its share capital, or varying or amending its share capital or corporate structure.

 

(5)    Nothing contained herein shall prevent the Corporation from adopting additional Share Compensation Arrangements or other compensation arrangements from time to time, subject to any required approvals.

 

Section 2.3 Participation in this Plan.

 

(1)    The Corporation makes no representation or warranty as to the future market value of the Shares or with respect to any income tax matters affecting any Participant resulting from the grant, vesting or settlement of an Award, the exercise of an Option or Share Appreciation Right or resulting from any transactions in the Shares or any other event affecting the Awards. With respect to any fluctuations in the market price of the Shares, neither the Corporation, nor any of its directors, officers, employees, shareholders or agents shall be liable for anything done or omitted to be done by such Person or any other Person with respect to the price, time, quantity or other conditions and circumstances of the issuance of Shares hereunder, or in any other manner related to the Plan. For greater certainty, no amount will be paid to, or in respect of, a Participant under the Plan or pursuant to any other arrangement, and no additional Awards will be granted to such Participant to compensate for a downward fluctuation in the price of the Shares, nor will any other form of benefit be conferred upon, or in respect of, a Participant for such purpose. The Corporation and its Affiliates do not assume responsibility for the income or other tax consequences resulting to any Participant and each Participant is advised to consult with his or her own tax advisors.

 

(2)    Participants (and their legal representatives and the liquidator, executor or administrator, as the case may be, of their respective estate) shall have no legal or equitable right, claim, or interest in any specific property or asset of the Corporation or any of its Affiliates. No asset of the Corporation or any of its Affiliates shall be held in any way as collateral security for the fulfillment of the obligations

 

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of the Corporation or any of its Affiliates under this Plan. The Plan shall be an unfunded obligation of the Corporation and its Affiliates (as applicable). To the extent any Participant or his or her estate holds any rights by virtue of a grant of Awards under this Plan, such rights (unless otherwise determined by the Board) shall be general unsecured obligations and shall not be greater than the rights of an unsecured creditor of the Corporation.

 

(3)    The Corporation shall not offer financial assistance to any Participant in regards to the exercise or settlement of any Award granted under this Plan.

 

Section 2.4 Shares Reserved for Issuance Under the Plan.

 

(1)    The maximum number of Shares reserved for issuance, in the aggregate, under this Plan is 8% of the Shares as may be issued and outstanding from time to time (together with those Shares issuable pursuant to any other security based compensation arrangements of the Corporation); provided, however, that the maximum number of Shares reserved for issuance as ISOs is 5,778,960 Shares. The number of Shares subject to an Award which has been exercised or settled in cash or Shares will again be available for issuance under the Plan.

 

(2)    No Award that can be settled in Shares issued from treasury may be granted if such grant would have the effect of causing the total number of Shares underlying Awards made under this Plan to exceed the above-noted maximum number of Shares reserved for issuance under this Plan. For greater certainty, Section 2.4(1) shall not limit the Corporation’s ability to issue Awards that are payable other than in Shares issued by the Corporation. Shares will not be deemed to have been issued pursuant to the Plan with respect to any portion of an Award that is settled in cash. The Board may also cause Shares used to satisfy the settlement of RSUs and PSUs granted under the Plan to be purchased instead on the open market.

 

(3)    The Corporation shall, at all times during the term of this Plan, ensure that the number of Shares it is authorized to issue is sufficient to satisfy the requirement of this Plan and the Legacy Option Plan; provided that awards will no longer be granted under the Legacy Option Plan, as of the Effective Date.

 

(4)    If an outstanding Award (or portion thereof) under this Plan expires or is forfeited, surrendered, cancelled, redeemed, or otherwise terminated for any reason without having been exercised or settled in full, or settled or redeemed for cash, or if Shares acquired pursuant to an Award subject to forfeiture, disgorgement or clawback are forfeited disgorged or clawed-back, the Shares covered by such Award, if any, will again be available for issuance under the Plan. Shares will not be deemed to have been issued pursuant to the Plan with respect to any portion of an Award that is settled in cash.

 

(5)    No fractional Shares shall be issued upon the exercise of any Award granted under the Plan and, accordingly, if a Participant would otherwise become entitled to a fractional Share upon the exercise of such Award, or from an adjustment permitted by the terms of this Plan, such Participant shall only have the right to receive the next lowest whole number of Shares, and no payment or other adjustment will be made with respect to the fractional interest so disregarded. Any payment made to a Participant upon the settlement of any Award granted under the Plan for the Cash Equivalent shall be rounded to the next lowest cent.

 

(6)    For the purposes of Section 2.4(1), in the event that the Corporation cancels or purchases to cancel any of its issued and outstanding Shares and, as a result of such cancellation or purchase, the Shares issuable under the Plan exceed the maximum number of Shares set out in Section 2.4(1), no approval of the shareholders of the Corporation shall be required for the issuance of Shares on the exercise or settlement of any Awards which were granted prior to such cancellation or purchase.

 

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(7)    For the purposes of Section 2.4(1), Shares issuable in reliance upon an exemption from the rules of a Stock Exchange applicable to Share Compensation Arrangements used as an inducement to Persons or entities not previously employed by and not previously an Insider of the Corporation shall not be included in the determination of the maximum number of Shares issuable under the Plan set out in Section 2.4(1), it being understood that, notwithstanding the foregoing, such security-based compensation arrangements can be made otherwise subject to the terms and conditions prescribed under this Plan.

 

Section 2.5 Limits with Respect to Insiders.

 

(1)    The maximum number of Shares issuable by the Corporation to Eligible Participants who are Insiders, at any time, under this Plan, the Legacy Option Plan and any other proposed or established Share Compensation Arrangement, shall not exceed eight percent (8%) of the Shares issued and outstanding from time to time (calculated on a non-diluted basis).

 

(2)    The maximum number of Shares issued by the Corporation to Eligible Participants who are Insiders, within any one-year period, under this Plan, the Legacy Option Plan and any other proposed or established Share Compensation Arrangement, shall not exceed eight percent (8%) of the Shares issued and outstanding from time to time (calculated on a non-diluted basis).

 

(3)    Any Award granted pursuant to the Plan, or securities issued under the Legacy Option Plan and any other Share Compensation Arrangement, prior to a Participant becoming an Insider, shall be excluded from the purposes of the limits set out in Section 2.5(1) and Section 2.5(2).

 

Section 2.6 Granting of Awards.

 

(1)    Any Award granted under the Plan shall be subject to the requirement that if, on the advice of counsel, the Corporation determines that the listing, registration or qualification of the Shares subject to such Award, if applicable, upon any Stock Exchange or under any law or regulation of any jurisdiction, or the consent or approval of any Stock Exchange or any governmental or regulatory body, is necessary as a condition of, or in connection with, the grant of such Awards or the exercise of any Option or the issuance or purchase of Shares thereunder, if applicable, such Award may not be accepted or exercised in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained on conditions acceptable to the Board. Nothing herein shall be deemed to require the Corporation to apply for or to obtain such listing, registration, qualification, consent or approval.

 

(2)    The Corporation may require, as a condition to the exercise of an Award or the delivery of Shares under an Award, such representations or agreements with the applicable Participant as counsel for the Corporation may consider appropriate to avoid violation of applicable securities laws. Any Shares required to be issued to Participants under the Plan will be evidenced in such manner as the Board may deem appropriate, including book-entry registration or delivery of share certificates. In the event that the Board determines that share certificates will be issued to Participants under the Plan, the Board may, on advice of counsel, require that certificates evidencing Shares issued under the Plan bear an appropriate legend reflecting any restriction on transfer applicable to such Shares, and the Corporation may hold the share certificates pending lapse of the applicable restrictions.

 

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Article 3
OPTIONS

 

Section 3.1 Nature of Options.

 

An Option is a right granted by the Corporation from time to time to a Participant entitling such Participant to acquire and be issued with a designated number of Shares by the Corporation at the Option Price, but subject to the provisions hereof and the provisions of the applicable Option Agreement. For the avoidance of doubt, no Dividend Equivalents shall be granted in connection with an Option.

 

Section 3.2 Option Awards.

 

Subject to the provisions set forth in this Plan and any shareholder or regulatory approval which may be required, the Board shall, from time to time, by resolution, in its sole discretion, determine the price per Share to be payable upon the exercise of each such Option (the "Option Price"), the relevant vesting provisions (including Performance Criteria and Vesting Year, if applicable), the Option Term, the date(s) and the manner in which Options may be exercised during the Option Term (including the initial year such Options will become exercisable during the Option Term so as to constitute the Vesting Year) and all other option conditions, the whole subject to the terms and conditions prescribed in this Plan or in the applicable Option Agreement, and any applicable rules of a Stock Exchange.

 

Section 3.3 Option Price.

 

The Option Price for Shares that are the subject of any Option shall be determined and approved by the Board when such Option is granted, but, subject to Section 3.7(2), shall not be less than the Fair Market Value of such Shares at the time of the grant.

 

Section 3.4 Option Term.

 

(1)    The Board shall determine, at the time of granting the particular Option, the period during which the Option is exercisable, which, subject to Section 3.7(2), shall not be more than ten (10) years from the date the Option is granted or such shorter period as the Board may require (the "Option Term"). Unless otherwise determined by the Board, all unexercised Options shall be cancelled at the expiry of such Options.

 

(2)    Should the expiration date for an Option fall during or within ten (10) days of the end of a Black-Out Period, such expiration date shall be automatically extended without any further act or formality to that date which is the tenth (10th) Business Day after the end of the Black-Out Period, such tenth (10th) Business Day to be considered the expiration date for such Option for all purposes under the Plan; provided, that, solely with respect to U.S. Participants, the expiration date shall not be extended (i) for ISOs; or (ii) if such extension would violate Section 409A. Notwithstanding Section 10.3, the ten (10) Business Day period referred to in this Section 3.4(2) may not be extended by the Board.

 

Section 3.5 Exercise of Options.

 

Prior to expiration or earlier termination in accordance with the Plan, each Option shall be exercisable at such time or times and/or pursuant to such vesting conditions as the Board at the time of granting the particular Option may determine in its sole discretion. For the avoidance of doubt, any exercise of Options by a Participant shall be made in accordance with the Insider Trading Policy.

 

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Section 3.6 Method of Exercise and Payment of Option Price.

 

(1)    Subject to the provisions of the Plan and the applicable Option Agreement, an Option granted under the Plan shall be exercisable (from time to time as provided in Section 3.5) by the Participant (or by the liquidator, executor or administrator, as the case may be, of the estate of such Participant) by delivering a fully completed Exercise Notice to the Corporation at its registered office to the attention of the Corporate Secretary of the Corporation (or the individual that the Corporate Secretary of the Corporation may from time to time designate) or by giving notice in such other manner as the Corporation may from time to time designate, which notice shall specify the number of Shares in respect of which the Option is being exercised and shall, if applicable, be accompanied by full payment, by cheque, wire transfer of immediately available funds or any other form of payment deemed acceptable by the Board of the Option Price for the number of Shares specified therein and, if required by Section 11.2, the amount necessary to satisfy any taxes. Unless otherwise determined by the Board or an exercise pursuant to Section 4.2, payment of the Option Price must be provided no later than three (3) Business Days (or such other period as may be determined by the Board) following delivery by the Participant of the Exercise Notice to the Corporation.

 

(2)    A Participant may, in lieu of exercising Options in accordance with Section 3.6(1) elect to surrender such Options to the Corporation in consideration for an amount from the Corporation equal to the amount by which (i) the aggregate Fair Market Value of the Shares issuable under such Options, exceeds (ii) the aggregate Option Price in respect of such Options (the "Intrinsic Value") by delivering an Exercise Notice to that effect. The Corporation shall satisfy payment of the Intrinsic Value by, at the sole discretion of the Corporation, either (a) delivering to the Participant an amount in cash equal to the amount by which the Intrinsic Value exceeds any amounts withheld or deducted pursuant to Section 11.2, or (b) issuing to the Participant such number of Shares (rounded down to the nearest whole number) having a Fair Market Value equal to the amount by which the Intrinsic Value exceeds any amounts withheld or deducted pursuant to Section 11.2. The Corporation may, in its discretion, determine to make the election provided for in Section 110(1.1) of the Tax Act, if the circumstances permit.

 

(3)    Upon the exercise of any Option, including receipt by the Corporation of full payment of the Option Price for the number of Shares specified in the Exercise Notice, the Corporation shall, as soon as practicable after such exercise but no later than ten (10) Business Days (or such other period as may be determined by the Board) following such exercise, forthwith cause the transfer agent and registrar of the Shares either to:

 

(a)    deliver to the Participant (or to the liquidator, executor or administrator, as the case may be, of the estate of such Participant) a certificate in the name of the Participant representing in the aggregate such number of Shares as the Participant (or to the liquidator, executor or administrator, as the case may be, of the estate of such Participant) shall have then paid for and as are specified in such Exercise Notice; or

 

(b)    in the case of Shares issued in uncertificated form, cause the issuance of the aggregate number of Shares as the Participant (or the liquidator, executor or administrator, as the case may be, of the estate of such Participant) shall have then paid for and as are specified in such Exercise Notice to be evidenced by a book position on the register of the shareholders of the Corporation to be maintained by the transfer agent and registrar of the Shares.

 

Section 3.7 Grant of Incentive Stock Options.

 

At the time of the grant of any Option, the Board may in its discretion designate that such Option shall be made subject to additional restrictions to permit it to qualify as an Incentive Stock Option under

 

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Section 422 of the U.S. Code and only an Option so designated shall be permitted to constitute an Incentive Stock Option. Any Option designated as an Incentive Stock Option:

 

(1)    shall be granted only to an employee of the Corporation or a Subsidiary Corporation;

 

(2)    shall have an Option Price of not less than 100% of the Fair Market Value of a Share on the date the Incentive Stock Option is granted, and, if granted to a Person who owns capital stock (including stock treated as owned under Section 424(d) of the U.S. Code) possessing more than 10% of the total combined voting power of all classes of capital stock of the Corporation or any Subsidiary Corporation (a “More Than 10% Owner”), have an Option Price not less than 110% of the Fair Market Value of a Share on the date it is granted;

 

(3)    shall have an Option Term of not more than 10 years (5 years if the Eligible Participant is a More Than 10% Owner) from the date the Option is granted, and shall be subject to earlier termination as provided herein or in the applicable Grant Agreement;

 

(4)    shall not have an aggregate Fair Market Value (as of the date of grant) of the Shares with respect to which Incentive Stock Options whether granted under the Plan or any other stock option plan of the Eligible Participant’s employer or any Subsidiary Corporation ("Other Plans") are exercisable for the first time by such Eligible Participant during any calendar year ("Current Grant"), determined in accordance with the provisions of Section 422 of the U.S. Code, which exceeds US$100,000 (the “US$100,000 Limit”); provided, that any Options in excess of the US$100,000 Limit shall be reclassified as Nonstatutory Options;

 

(5)    shall require the Eligible Participant to notify the Corporation of any disposition of any Shares delivered pursuant to the exercise of the Incentive Stock Option under the circumstances described in Section 421(b) of the U.S. Code (relating to holding periods and certain disqualifying dispositions) ("Disqualifying Disposition") within 10 days of such a Disqualifying Disposition;

 

(6)    shall by its terms not be assignable or transferable other than by will or the laws of descent and distribution and may be exercised, during the Eligible Participant’s lifetime, only by the Eligible Participant; provided, however, that the Eligible Participant may, to the extent provided in the Plan in any manner specified by the Board, designate in writing a beneficiary to exercise his or her Incentive Stock Option after the Eligible Participant’s death; and

 

(7)    shall, if such Option nevertheless fails to meet the foregoing requirements, or otherwise fails to meet the requirements of Section 422 of the U.S. Code for an Incentive Stock Option, be treated for all purposes of this Plan, except as otherwise provided in subsection (4) above, as a Nonstatutory Option.

 

Section 3.8 Option Agreements.

 

Options shall be evidenced by an Option Agreement, in such form not inconsistent with the Plan as the Board may from time to time determine. The Option Agreement shall contain such terms and conditions that may be considered necessary in order for the Options to comply with any provisions respecting options contained in any income tax laws or any other laws in force in any country or jurisdiction of which the Participant may from time to time be a resident or citizen or the rules of any regulatory body having jurisdiction over the Corporation.

 

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Article 4
SHARE APPRECIATION RIGHTS

 

Section 4.1 Grant of Share Appreciation Rights.

 

(1)      The Board may, from time to time, grant rights ("Share Appreciation Rights") to any Participant in connection with the grant of any Option. Any such grant of Share Appreciation Rights shall be included in the applicable Option Agreement.

 

(2)      A Share Appreciation Right is the right to surrender to the Corporation all or a portion of an Option in exchange for an amount equal to:

 

(a)    the Fair Market Value as of the date such Option or portion thereof is surrendered of the Shares issuable on exercise of such Option or portion thereof, minus

 

(b)    the Option Price of such Option or portion thereof, relating to such Shares and any amount required to be withheld by applicable law.

 

Section 4.2 Exercise of Share Appreciation Rights.

 

(1)    Share Appreciation Rights shall be exercisable only at the same time, by the same Persons and to the same extent, that the Option related thereto is exercisable. Upon exercise of any Share Appreciation Right, the corresponding portion of the related Option shall be surrendered to the Corporation for no consideration. In the sole discretion of the Board, the Corporation may require a Participant to exercise an Option and receive Shares rather than the consideration set out in Section 4.1(2) or may (with the Participant’s prior consent in the case of an Option subject to Section 7 of the Tax Act) transfer to the Participant the number of Shares determined as the amount determined in accordance with Section 4.1(2) less any applicable withholding taxes divided by the Fair Market Value of a Share on the date the Share Appreciation Right is exercised.

 

Article 5
PERFORMANCE SHARE UNITS

 

Section 5.1 Nature of PSUs.

 

A PSU is an Award that, upon vesting, entitles the Participant to receive, (1) a fully paid up Share issued by the Corporation, (2) a Share purchased on the open market, (3) the Cash Equivalent or (4) a combination thereof, as the case may be, and whose grant or vesting is in whole or in part conditional on the attainment of specific Performance Criteria, all pursuant to and subject to such conditions as the Board may determine at the time of grant; such conditions will be based on a Participant’s Active Employment or Active Engagement and other pre-established vesting conditions and objectives.

 

Section 5.2 PSU Awards.

 

(1)    Subject to the provisions herein set forth and any shareholder, regulatory or Stock Exchange approval which may be required, the Board shall, at any time and from time to time, in its sole discretion, determine the relevant conditions and vesting provisions (including the applicable Performance Period and Performance Criteria) and the Restriction Period of such PSUs, the whole subject to the terms and condition prescribed in this Plan and in the applicable PSU Agreement.

 

(2)    In making such determination, the Board shall consider the timing of crediting PSUs, including crediting PSUs in connection with Dividend Equivalents, to a Participant’s Account, the vesting requirements and settlement timing applicable to such PSUs to ensure that the crediting of the PSUs to

 

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the Participant’s Account, the vesting requirements and settlement timing are not considered a "salary deferral arrangement" for the purposes of the Tax Act and any applicable provincial legislation.

 

(3)    Subject to the vesting and other conditions and provisions herein set forth and in the applicable PSU Agreement (including the applicable Performance Period and Performance Criteria), each PSU awarded to a Participant shall entitle the Participant to receive: (a) a fully paid up Share issued by the Corporation; (b) a Share purchased on the open market; (c) the Cash Equivalent; or (d) a combination thereof, as the case may be, upon determination by the Board on the Share Unit Vesting Determination Date that the vesting conditions (including the Performance Criteria) have been met and no later than the last day of the applicable Restriction Period.

 

Section 5.3 Vesting of PSUs.

 

Subject to the terms of this Plan and the applicable PSU Agreement, after the applicable Performance Period has ended, the holder of PSUs shall be entitled to receive payout on the value and number of PSUs, determined by the Board on the applicable Share Unit Vesting Determination Date as a function of the extent to which the corresponding Performance Criteria has been achieved. After the Board has determined that the Performance Criteria relating to PSUs credited to a Participant’s Account with respect to a Performance Period has been achieved, such PSUs shall entirely vest and be paid in accordance with Section 5.4. Notwithstanding any provision to the contrary in this Plan or the applicable PSU Agreement, the Board may, in its sole discretion, make adjustments to the calculation of any PSUs granted to Participants based on its assessment of the risk level, events that may impact the value of the PSUs or when calculations do not properly reflect all of the relevant considerations. Unless otherwise determined by the Board or except as may be required by the Employment Standards Legislation, all PSUs credited to a Participant’s Account with respect to a Performance Period, in respect of which the Performance Criteria have not been achieved, shall automatically be forfeited and be cancelled for no consideration on the Share Unit Vesting Determination Date and, in any event, no later than the last day of the Restriction Period.

 

Section 5.4 Settlement of PSUs.

 

(1)    The applicable settlement period in respect of a particular PSU shall be determined by the Board. Except as otherwise provided in a PSU Agreement or any other provision of this Plan, all vested PSUs shall be settled as soon as practicable following the applicable Share Unit Vesting Determination Date but in all cases no later than the earlier of: (a) sixty (60) days following the applicable Share Unit Vesting Determination Date; and (b) for a PSU that can by its terms be settled for the Cash Equivalent at the election of the Corporation, three (3) years after the last day of the calendar year in which the performance of services for which such PSU was remuneration were first rendered (the "PSU Settlement Date"); provided that in the case of any U.S. Participant, the PSU Settlement Date shall be no later than March 15 of the calendar year following the calendar year of the last day of the applicable Performance Period unless such U.S. Participant is required to be an employee of the Corporation as of such later PSU Settlement Date. Following the receipt of such settlement, the PSU so settled shall be of no value whatsoever and shall be removed from the Participant’s Account.

 

(2)    The Board, in its sole discretion, may settle at the end of the applicable Performance Period vested PSUs by providing a Participant (or to the liquidator, executor or administrator, as the case may be, of the estate of the Participant) with

 

(a)    in the case of settlement of PSUs for their Cash Equivalent, delivery of a cheque, wire transfer of immediately available funds or any other form of payment deemed acceptable by the Board to the Participant representing the Cash Equivalent;

 

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(b)    in the case of settlement of PSUs for Shares, the issue of Shares by the Corporation or the delivery of Shares purchased on the Participant’s behalf on the open market;

 

(c)    in the case of settlement of the PSUs for a combination of Shares and the Cash Equivalent, a combination of (a) and (b) above, together equivalent in value to the vested PSUs.

 

Section 5.5 Determination of Amounts.

 

(1)    For purposes of determining the Cash Equivalent of PSUs to be made pursuant to Section 5.4, such calculation will be made on the PSU Settlement Date based on the Fair Market Value on the PSU Settlement Date multiplied by the number of vested PSUs in the Participant’s Account to settle in cash.

 

(2)    For the purposes of determining the number of Shares to be issued or delivered to a Participant upon settlement of PSUs pursuant to Section 5.4, such calculation will be made on the PSU Settlement Date based on the whole number of Shares equal to the whole number of vested PSUs then recorded in the Participant’s Account to settle in Shares.

 

Section 5.6 PSU Agreements

 

PSUs shall be evidenced by a PSU Agreement, in such form not inconsistent with the Plan as the Board may from time to time determine. The PSU Agreement shall contain such terms that may be considered necessary in order that the PSU will comply with any provisions respecting performance share units in the income tax or other laws in force in any country or jurisdiction of which the Participant may from time to time be a resident (for tax purposes) or a citizen or the rules of any regulatory body having jurisdiction over the Corporation.

 

Section 5.7 Grant of Dividend Equivalents

 

(1)    Unless otherwise set forth in a PSU Agreement, Dividend Equivalents shall be awarded in respect of all PSUs in a Participant’s Account every time dividends (other than share dividends) are paid on the Shares, as a bonus for services rendered in the year in which the relevant Dividend Payment Date occurs. On the Dividend Payment Date, the Corporation shall credit an additional number of PSUs to the Participant’s Account determined as per the following formula: (A x B)/C where:

 

"A"      represents the amount of the dividend per Share declared and paid on the Shares by the Corporation;

 

"B"      represents the number of PSUs listed in the Participant’s Account on the Dividend Record Date; and

 

"C"      represents the Fair Market Value of one Share on the Dividend Payment Date.

 

(2)    Any additional PSUs credited to a Participant’s Account as a Dividend Equivalent pursuant to this Section 5.7 shall be subject to the same applicable Share Unit Vesting Determination Date, Performance Period, Performance Criteria, Restriction Period, vesting conditions, and PSU Settlement Date as the related PSUs in respect of which such additional PSUs are credited.

 

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Article 6
RESTRICTED SHARE UNITS

 

Section 6.1 Nature of RSUs.

 

An RSU is an Award that, upon vesting, entitles the Participant to receive; (1) a fully paid up Share issued by the Corporation; (2) a Share purchased on the open market; (3) the Cash Equivalent; or (4) a combination thereof, as the case may be, all pursuant and subject to such restrictions and conditions as the Board may determine at the time of grant; such conditions will be based on a Participant’s Active Employment or Active Engagement and other pre-established vesting conditions and objectives determined by the Board.

 

Section 6.2 RSU Awards.

 

(1)    Subject to the provisions herein set forth and any shareholder, regulatory or Stock Exchange approval which may be required, the Board shall, from time to time, in its sole discretion, determine the relevant conditions and vesting provisions and the Restriction Period of such RSUs, the whole subject to the terms and conditions prescribed in this Plan and in the applicable RSU Agreement.

 

(2)    In making such determination, the Board shall consider the timing of crediting RSUs, including crediting RSUs in connection with Dividend Equivalents, to a Participant’s Account, the vesting requirements and settlement timing applicable to such RSUs to ensure that the crediting of the RSUs to the Participant’s Account, the vesting requirements and settlement timing are not considered a "salary deferral arrangement" for the purposes of the Tax Act and any applicable provincial legislation.

 

(3)    Subject to the vesting and other conditions and provisions herein set forth and in the applicable RSU Agreement, each RSU awarded to a Participant shall entitle the Participant to receive: (a) a fully paid up Share issued by the Corporation; (b) a Share purchased on the open market; (c) the Cash Equivalent; or (d) a combination thereof, as the case may be, upon determination by the Board on the Share Unit Vesting Determination Date that the vesting conditions have been met and no later than the last day of the applicable Restriction Period.

 

Section 6.3 Vesting of RSUs.

 

Subject to the terms of this Plan and the applicable RSU Agreement, after the applicable vesting period has ended, the holder of RSUs shall be entitled to receive payout on the value and number of RSUs, determined by the Board on the applicable Share Unit Vesting Determination Date as a function of the extent to which the corresponding vesting criteria have been achieved. After the Board has determined that the vesting criteria relating to RSUs credited to a Participant’s Account have been achieved, such RSUs shall entirely vest and be paid in accordance with Section 6.4. Notwithstanding any provision to the contrary in this Plan or the applicable RSU Agreement, the Board may, in its sole discretion, make adjustments to the calculation of any RSUs granted to Participants based on its assessment of the risk level, events that may impact the value of the RSUs or when calculations do not properly reflect all of the relevant considerations. Unless otherwise determined by the Board, and except as may be required by the Employment Standards Legislation, all RSUs credited to a Participant’s Account in respect of which the vesting criteria have not been achieved, shall automatically be forfeited and be cancelled for no consideration on the Share Unit Vesting Determination Date and, in any event, no later than the last day of the Restriction Period.

 

Section 6.4 Settlement of RSUs.

 

(1)    The applicable settlement period in respect of a particular RSU shall be determined by the Board. Except as otherwise provided in an RSU Agreement or any other provision of this Plan, all

 

21

 

vested RSUs shall be settled as soon as practicable following the applicable Share Unit Vesting Determination Date but in all cases no later than the earlier of: (a) sixty (60) days following the applicable Share Unit Vesting Determination Date; and (b) for an RSU that can by its terms be settled for the Cash Equivalent at the election of the Corporation, three (3) years after the last day of the calendar year in which the performance of services for which such RSU was remuneration were first rendered (the "RSU Settlement Date"); provided that in the case of any U.S. Participant, the RSU Settlement Date shall be no later than March 15 of the calendar year following the last day of the calendar year in which the applicable vesting period ends, unless such U.S. Participant is required to be an employee of the Corporation as of such later RSU Settlement Date. Following the receipt of such settlement, the RSU so settled shall be of no value whatsoever and shall be removed from the Participant’s Account.

 

(2)    The Board, in its sole discretion, may settle vested RSUs by providing a Participant (or to the liquidator, executor or administrator, as the case may be, of the estate of the Participant) with:

 

(a)    in the case of settlement of RSUs for their Cash Equivalent, delivery of a cheque, wire transfer of immediately available funds or any other form of payment deemed acceptable by the Board to the Participant representing the Cash Equivalent;

 

(b)    in the case of settlement of RSUs for Shares, delivery of the fully paid up Shares issued by the Corporation or purchased on the Participant’s behalf on the open market;

 

(c)    in the case of settlement of the RSUs for a combination of Shares and the Cash Equivalent, a combination of (a) and (b) above, together equivalent in value to the vested RSUs.

 

Section 6.5 Determination of Amounts.

 

(1)    For purposes of determining the Cash Equivalent of RSUs to be made pursuant to Section 6.4, such calculation will be made on the RSU Settlement Date based on the Fair Market Value on the RSU Settlement Date multiplied by the number of vested RSUs in the Participant’s Account to settle in cash.

 

(2)    For the purposes of determining the number of Shares to be issued or delivered to a Participant upon settlement of RSUs pursuant to Section 6.4, such calculation will be made on the RSU Settlement Date based on the whole number of Shares equal to the whole number of vested RSUs then recorded in the Participant’s Account to settle in Shares.

 

Section 6.6 RSU Agreements.

 

RSUs shall be evidenced by an RSU Agreement, in such form not inconsistent with the Plan as the Board may from time to time determine. The RSU Agreement shall contain such terms that may be considered necessary in order that the RSU will comply with any provisions respecting restricted share units in the income tax or other laws in force in any country or jurisdiction of which the Participant may from time to time be a resident or citizen or the rules of any regulatory body having jurisdiction over the Corporation.

 

Section 6.7 Grant of Dividend Equivalents.

 

(1)    Unless otherwise set forth in an RSU Agreement, Dividend Equivalents shall be awarded in respect of all RSUs in a Participant’s Account every time dividends (other than share dividends) are paid on the Shares, as bonus for services rendered in the year in which the relevant Dividend Payment Date occurs. On the Dividend Payment Date, the Corporation shall credit an additional number of RSUs, if any, to the Participant’s Account determined as per the following formula: (A x B)/C where:

 

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"A"     represents the amount of the dividend per Share declared and paid on the Shares by the Corporation;

 

"B"     represents the number of RSUs listed in the Participant’s Account on the Dividend Record Date; and

 

"C"     represents the Fair Market Value of one Share on the Dividend Payment Date.

 

(2)    Any additional RSUs credited to a Participant’s Account as a Dividend Equivalent pursuant to this Section 6.7 shall be subject to the same applicable Share Unit Vesting Determination Date, vesting conditions, and settlement dates as the related RSUs in respect of which such additional RSUs are credited.

 

Article 7
DEFERRED SHARE UNITS

 

Section 7.1 Nature of DSUs.

 

A DSU is an Award that, upon vesting, entitles the Participant, which, in the case of DSUs, shall not include Participants that are employees of the Corporation or any of its Subsidiaries, to receive (1) a fully paid up Share issued by the Corporation; (2) a Share purchased on the open market; (3) the Cash Equivalent; or (4) a combination thereof, as the case may be, for each DSU pursuant and subject to such restrictions and conditions as the Board may determine at the time of grant, provided that such conditions will be based on a Participant’s Active Engagement and other pre-established vesting conditions and objectives determined by the Board.

 

Section 7.2 DSU Awards.

 

(1)    Subject to the provisions herein set forth and any shareholder, regulatory or Stock Exchange approval which may be required, the Board shall, from time to time, in its sole discretion, determine the relevant conditions and any vesting provisions and the Restriction Period of such DSUs, the whole subject to the terms and conditions prescribed in this Plan and in the applicable DSU Agreement.

 

(2)    In making such determination, the Board shall consider the timing of crediting DSUs, including crediting DSUs in connection with Dividend Equivalents, to a Participant’s Account, the vesting requirements and settlement timing applicable to such DSUs to ensure that the crediting of the DSUs to the Participant’s Account, the vesting requirements and settlement timing are not considered a "salary deferral arrangement" for the purposes of the Tax Act and any applicable provincial legislation.

 

(3)    Subject to the vesting and other conditions and provisions set forth and in the applicable DSU Agreement, each DSU awarded to a Participant shall entitle the Participant to receive (a) a fully paid up Share issued by the Corporation; (b) a Share purchased on the open market; (c) the Cash Equivalent; or (d) a combination thereof, as the case may be, following determination by the Board on the Share Unit Vesting Determination Date that the vesting conditions have been met and no later than the last day of the applicable Restriction Period.

 

Section 7.3 Vesting of DSUs.

 

Subject to the terms of this Plan and the applicable DSU Agreement, if any, after the applicable vesting period has ended, the holder of DSUs shall be entitled to receive payout on the value and number of DSUs, determined by the Board on the applicable Share Unit Vesting Determination Date as a function of the extent to which the corresponding vesting criteria have been achieved. After the Board has

 

23

 

determined that the vesting criteria relating to DSUs credited to a Participant’s Account have been achieved, such DSUs shall entirely vest and be paid in accordance with Section 7.4. Notwithstanding any provision to the contrary in this Plan or any applicable DSU Agreement, the Board may, in its sole discretion, make adjustments to the calculation of any DSUs granted to Participants based on its assessment of the risk level, events that may impact the value of the DSUs or when calculations do not properly reflect all of the relevant considerations. Unless otherwise determined by the Board and except as may be required by the Employment Standards Legislation, all DSUs credited to a Participant’s Account in respect of which the vesting criteria have not been achieved shall automatically be forfeited and be cancelled for no consideration on the Share Unit Vesting Determination Date and, in any event, no later than the last day of the Restriction Period.

 

Section 7.4 Settlement of DSUs.

 

(1)    The applicable settlement date in respect of a particular DSU shall be determined by the Board and set forth in the applicable DSU Agreement. Except as otherwise provided in a DSU Agreement or any other provision of this Plan, all vested DSUs shall be settled as soon as practicable following the applicable Share Unit Vesting Determination Date but in all cases no earlier than the Participant’s Termination Date and no later than the last day of the calendar year following the calendar year in which Participant’s Termination Date occurs (the "DSU Settlement Date"). If the DSU Agreement does not establish a date for the settlement of the DSUs, then the DSU Settlement Date shall be the Participant’s Termination Date. Following the receipt of such settlement, the DSU so settled shall be of no value whatsoever and shall be removed from the Participant’s Account.

 

(2)    The Board, in its sole discretion, may settle vested DSUs by providing a Participant (or to the liquidator, executor or administrator, as the case may be, of the estate of the Participant) with:

 

(a)    in the case of settlement of DSUs for their Cash Equivalent, delivery of a cheque, wire transfer of immediately available funds or any other form of payment deemed acceptable by the Board to the Participant representing the Cash Equivalent;

 

(b)    in the case of settlement of DSUs for Shares, the issue of fully paid up Shares by the Corporation or deliver of Shares purchased on the Participant’s behalf on the open market;

 

(c)    in the case of settlement of the DSUs for a combination of Shares and the Cash Equivalent, a combination of (a) and (b) above, together equivalent in value to the vested DSUs.

 

Section 7.5 Determination of Amounts.

 

(1)    For purposes of determining the Cash Equivalent of DSUs to be made pursuant to Section 7.4, such calculation will be made on the DSU Settlement Date based on the Fair Market Value on the DSU Settlement Date multiplied by the number of vested DSUs in the Participant’s Account to settle in cash. For greater certainty, no amount or benefit shall be granted to a Participant for the purpose of reducing the impact, in whole or in part, of any reduction in the Fair Market Value of the Shares.

 

(2)    For the purposes of determining the number of Shares to be issued or delivered to a Participant upon settlement of DSUs pursuant to Section 7.4, such calculation will be made on the DSU Settlement Date based on the whole number of Shares equal to the whole number of vested DSUs then recorded in the Participant’s Account to settle in Shares.

 

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Section 7.6 DSU Agreements.

 

DSUs shall be evidenced by a DSU Agreement, in such form not inconsistent with the Plan as the Board may from time to time determine. The DSU Agreement shall contain such terms that may be considered necessary in order that the DSU will comply with any provisions respecting deferred share units in the income tax or other laws in force in any country or jurisdiction of which the Participant may from time to time be a resident or citizen or the rules of any regulatory body having jurisdiction over the Corporation.

 

Section 7.7 Grant of Dividend Equivalents.

 

(1)     Unless otherwise set forth in a DSU Agreement, Dividend Equivalents shall be awarded in respect of all DSUs in a Participant’s Account every time dividends (other than share dividends) are paid on the Shares. On the Dividend Payment Date, the Corporation shall credit an additional number of DSUs, if any, to the Participant’s Account determined as per the following formula: (A x B)/C where:

 

"A"       represents the amount of the dividend per Share declared and paid on the Shares by the Corporation;

 

"B"       represents the number of DSUs listed in the Participant’s Account on the Dividend Record Date; and

 

"C"       represents the Fair Market Value of one Share on the Dividend Payment Date.

 

(2)    Any additional DSUs credited to a Participant’s Account as a Dividend Equivalent pursuant to this Section 7.7 shall be subject to the same applicable Share Unit Vesting Determination Date, vesting conditions and settlement dates, if any, as the DSUs in respect of which such additional DSUs are credited.

 

Article 8
GENERAL CONDITIONS

 

Section 8.1 General Conditions applicable to Awards.

 

Each Award, as applicable, shall be subject to the following conditions:

 

(1)    Vesting Period. Each Award granted hereunder shall vest in accordance with the terms of the Grant Agreement entered into in respect of such Award.

 

(2)    Employment. Notwithstanding any express or implied term of this Plan to the contrary, the granting of an Award pursuant to the Plan shall in no way be construed as a guarantee by the Corporation or a Subsidiary to the Participant of employment or another service relationship with the Corporation or a Subsidiary. The granting of an Award to a Participant shall not impose upon the Corporation or a Subsidiary any obligation to retain the Participant in its employ or service in any capacity. Nothing contained in this Plan or in any Award granted under this Plan shall interfere in any way with the rights of the Corporation or any of its Affiliates in connection with the employment, retention or termination of any such Participant.

 

(3)    Grant of Awards. Eligibility to participate in this Plan does not confer upon any Eligible Participant any right to be granted Awards pursuant to this Plan at any time. Granting Awards to any Eligible Participant does not confer upon any Eligible Participant the right to receive nor preclude such Eligible Participant from receiving any additional Awards at any time, or similar awards, or benefits in lieu of similar awards including without limitation during any common law period of reasonable notice of

 

25

 

termination to which the Participant may be entitled, and even if the Participant has been repeatedly awarded grants of Options.

 

(4)    Voluntary Participation. Participation in the Plan shall be entirely voluntary and any decision not to participate shall not affect an Eligible Participant’s relationship or employment with the Corporation or any Subsidiary.

 

(5)    Rights as a Shareholder. Neither the Participant nor such Participant’s personal representatives or legatees shall have any rights whatsoever as shareholder in respect of any Shares underlying such Participant’s Awards by reason of the grant of such Awards until such Awards have been duly exercised, as applicable, and settled and Shares have been issued or purchased on the open market, as applicable.

 

(6)    Conformity to Plan. In the event that an Award is granted or a Grant Agreement is executed which does not conform in all particulars with the provisions of the Plan, or purports to grant Awards on terms different from those set out in the Plan, the Award or the grant of such Award shall not be in any way void or invalidated, but the Award so granted will be adjusted to become, in all respects, in conformity with the Plan. In the event of conflicting provisions contained within any applicable Grant Agreement, the Board shall have sole discretion to determine the prevailing provision and interpretation thereof.

 

(7)    Transferrable Awards. Except as specifically provided in a Grant Agreement approved by the Board, each Award granted under the Plan is personal to the Participant and shall not be assignable or transferable by the Participant, whether voluntarily or by operation of law, except by will or by the laws of succession of the domicile of the deceased Participant. No Award granted hereunder shall be pledged, hypothecated, charged, transferred, monetized, securitized, assigned or otherwise encumbered or disposed of on pain of nullity.

 

(8)    Participant’s Entitlement. Except as otherwise provided in this Plan or unless the Board permits otherwise, upon any Subsidiary ceasing to be a subsidiary of the Corporation, Awards previously granted under this Plan that, at the time of such change, are held by a Person who is a director, executive officer, employee or consultant of such Subsidiary and not of the Corporation itself, shall be treated as if the Participant ceased to be an Eligible Participant pursuant to Section 8.3(1)(b) with the Termination Date thereunder being the date the Subsidiary of which such Person was a director, executive officer, employee or consultant ceased to be a subsidiary of the Corporation.

 

Section 8.2 No Other Employee Benefits.

 

The grant of an Award, or the amount or value deemed to be or received by a Participant as a result of the exercise or settlement of an Award or as a result of the sale of a Share received or purchased upon the exercise or settlement of an Award will not constitute compensation with respect to which any other employee benefits of that Participant are determined including benefits under any bonus, pension, profit-sharing, insurance and salary continuation plan, except as otherwise specifically determined by the Board, nor will it be a basis to calculate any overtime, any amount of termination or severance after the Participant’s Termination Date, or any long-service awards, bonuses, pension or retirement income or similar payments, and by participating in the Plan and accepting any Awards hereunder, the recipient of the Award waives any claim on the foregoing basis. In the event that the employment or service relationship of the Participant is terminated by the Corporation either with or without Cause, the Participant shall have no rights to any particular grants which have been made to him or her other than as set forth in the Plan, the applicable Grant Agreement, or in any other written agreement entered into between the Corporation and the Participant, and the Participant will not be entitled to recover damages nor to be paid any benefits or to recover any compensation which the Participant would or may otherwise

 

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have been entitled to under the Plan if the Participant had remained Actively Employed or Actively Engaged.

 

Section 8.3 General Conditions Applicable on Termination.

 

(1)    Unless otherwise determined by the Board or as otherwise provided in the applicable Grant Agreement, each Award shall be subject to the following conditions, as applicable:

 

(a)    Termination for Cause and Resignation. Upon a Participant ceasing to be an Eligible Participant for Cause or as a result of his or her resignation (other than Retirement) from the Corporation or a Subsidiary:

 

(i)    any PSUs granted to such Participant (whether vested or unvested) (and all related Dividend Equivalents) shall immediately cease to vest (if applicable) and shall be cancelled and forfeited for no consideration on the Termination Date;

 

(ii)    (A) any RSUs granted to such Participant which are unvested on the Termination Date (and all related Dividend Equivalents) shall immediately cease to vest and shall be cancelled and forfeited for no consideration on the Termination Date (and for clarity there shall be no pro-rated vesting of RSUs up to the Termination Date); and (B) any RSUs granted to such Participant which have vested up to the Termination Date (and all related Dividend Equivalents) may be settled on the applicable RSU Settlement Date in accordance with Section 6.4;

 

(iii)    any DSUs granted to such Participant (and all related Dividend Equivalents) shall immediately vest and shall be settled on the applicable DSU Settlement Date; and

 

(iv)    (A) any Options and Share Appreciation Rights granted to such Participant which are unvested on the Termination Date shall immediately cease to vest and shall be cancelled and forfeited for no consideration, and shall cease to be exercisable, on the Termination Date (and for clarity there shall be no pro-rated vesting of Options or Share Appreciation Rights up to the Termination Date); and (B) any Options or Share Appreciation Rights granted to such Participant which have vested up to the Termination Date will remain exercisable until the earlier of: (I) ninety (90) days after the Termination Date; and (II) the expiry of the applicable Option Term for such Options (and any corresponding Share Appreciation Rights, if any), after which time all such Options and Share Appreciation Rights that have not been exercised shall immediately be cancelled and forfeited for no consideration, and shall cease to be exercisable, on such date (provided that, if the end of such period during which Options or Share Appreciation Rights may be exercised falls during or within ten (10) days of the end of a Black-Out Period, the provisions of Section 3.4(2) shall apply to extend the end of such period to the tenth (10th) Business Day following the end of such Black-Out Period).

 

(a)    Termination without Cause or Retirement. Upon a Participant ceasing to be an Eligible Participant as a result of his or her termination of employment or engagement without Cause or as a result of his or her Retirement:

 

(i)    (A) any PSUs granted to such Participant which are unvested on the Termination Date (and all related Dividend Equivalents) will vest on a pro rata

 

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basis up to the Termination Date based on the Performance Period that has elapsed up to the Termination Date. The pro-rated number of such PSUs which have vested up to the Termination Date under this clause (A) may be adjusted by the Board, in its sole discretion, based on its assessment of the risk level, events that may impact the value of the PSUs or when the pro rata calculations do not properly reflect all of the relevant considerations; (B) any PSUs granted to such Participant which have vested up to the Termination Date (including pursuant to clause (A) above) (and all related Dividend Equivalents) shall be settled on the Termination Date based on the Fair Market Value as of the Termination Date; and (C) any PSUs granted to such Participant which are unvested on the Termination Date (and all related Dividend Equivalents) which do not vest in accordance with clause (A) above shall cease to vest and be cancelled and forfeited for no consideration on the Termination Date;

 

(ii)    (A) any RSUs granted to such Participant which are unvested on the Termination Date (and all related Dividend Equivalents) will vest on a pro rata basis up to the Termination Date; (B) any RSUs granted to such Participant which have vested up to the Termination Date (including pursuant to clause (A) above) (and all related Dividend Equivalents) may be settled by the Participant in accordance with Section 6.4; and (C) any RSUs granted to such Participant which are unvested on the Termination Date (and all related Dividend Equivalents) which do not vest in accordance with clause (A) above shall cease to vest and be cancelled and forfeited for no consideration on the Termination Date;

 

(iii)    any DSUs granted to such Participant (and all related Dividend Equivalents) shall immediately vest and shall be settled on the applicable DSU Settlement Date; and

 

(iv)    (A) any Options and Share Appreciation Rights granted to such Participant which are unvested on the Termination Date shall immediately cease to vest and shall be cancelled and forfeited for no consideration, and shall cease to be exercisable, on the Termination Date (and for clarity there shall be no pro-rated vesting of Options or Share Appreciation Rights up to the Termination Date); and (B) any Options or Share Appreciation Rights granted to such Participant which have vested up to the Termination Date will remain exercisable until the earlier of (I) ninety (90) days after the Termination Date and (II) the expiry of the applicable Option Term for such Options (and any corresponding Share Appreciation Rights, if any), after which time all such Options and Share Appreciation Rights that have not been exercised shall immediately be cancelled and forfeited for no consideration, and shall cease to be exercisable, on such date (provided that, if the end of such period during which Options or Share Appreciation Rights may be exercised falls during or within ten (10) days of the end of a Black-Out Period, the provisions of Section 3.4(2) shall apply to extend the end of such period to the tenth (10th) Business Day following the end of such Black-Out Period).

 

(b)    Disability. Upon a Participant ceasing to be an Eligible Participant as a result of his or her Disability:

 

(i)    (A) any PSUs granted to such Participant which are unvested on the Termination Date (and all related Dividend Equivalents) will vest on a pro rata basis up to the Termination Date based on the portion of the Performance Period that has elapsed up to the Termination Date. The pro-rated number of such PSUs

 

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which have vested up to the Termination Date under this clause (A) may be adjusted by the Board, in its sole discretion, based on its assessment of the risk level, events that may impact the value of the PSUs or when the pro rata calculations do not properly reflect all of the relevant considerations ; (B) any PSUs granted to such Participant which have vested up to the Termination Date (including pursuant to clause (A) above) (and all related Dividend Equivalents) shall be settled on the Termination Date based on the Fair Market Value as of the Termination Date; and (C) any PSUs granted to such Participant which are unvested on the Termination Date (and all related Dividend Equivalents) which do not vest in accordance with clause (A) above shall cease to vest and be cancelled and forfeited for no consideration on the Termination Date;

 

(ii)    (A) any RSUs granted to such Participant which are unvested on the Termination Date (and all related Dividend Equivalents) will vest on a pro rata basis up to the Termination Date; (B) any RSUs granted to such Participant which have vested up to the Termination Date (including pursuant to clause (A) above) (and all related Dividend Equivalents) may be settled by the Participant in accordance with Section 6.4; and (C) any RSUs granted to such Participant which are unvested on the Termination Date (and all related Dividend Equivalents) which do not vest in accordance with clause (A) above shall cease to vest and be cancelled and forfeited for no consideration on the Termination Date;

 

(iii)    any DSUs granted to such Participant (and all related Dividend Equivalents) shall immediately vest and shall be settled on the applicable Termination Date; and

 

(iv)    (A) any Options and Share Appreciation Rights granted to such Participant which are unvested on the Termination Date shall immediately cease to vest and shall be cancelled and forfeited for no consideration, and shall cease to be exercisable, on the Termination Date (and for clarity there shall be no pro-rated vesting of Options or Share Appreciation Rights up to the Termination Date); and (B) any Options or Share Appreciation Rights granted to such Participant which have vested up to the Termination Date will remain exercisable until the earlier of (I) ninety (90) days after the Termination Date and (II) the expiry of the applicable Option Term for such Options (and any corresponding Share Appreciation Rights, if any), after which time all such Options and Share Appreciation Rights that have not been exercised shall immediately be cancelled and forfeited for no consideration, and shall cease to be exercisable, on such date (provided that, if the end of such period during which Options or Share Appreciation Rights may be exercised falls during or within ten (10) days of the end of a Black-Out Period, the provisions of Section 3.4(2) shall apply to extend the end of such period to the tenth (10th) Business Day following the end of such Black-Out Period).

 

(c)    Death. Upon a Participant ceasing to be an Eligible Participant as a result of his or her death:

 

(i)    (A) any PSUs granted to such Participant which are unvested on the Termination Date (and all related Dividend Equivalents) will vest on a pro rata basis up to the Termination Date based on the portion of the Performance Period that has elapsed up to the Termination Date. The pro-rated number of such PSUs which have vested up to the Termination Date under this clause (A) may be adjusted by the Board, in its sole discretion, based on its assessment of the risk

 

29

 

level, events that may impact the value of the PSUs or when the pro rata calculations do not properly reflect all of the relevant considerations ; (B) any PSUs granted to such Participant which have vested up to the Termination Date (including pursuant to clause (A) above) (and all related Dividend Equivalents) shall be settled on the Termination Date based on the Fair Market Value as of the Termination Date; and (C) any PSUs granted to such Participant which are unvested on the Termination Date (and all related Dividend Equivalents) which do not vest in accordance with clause (A) above shall cease to vest and be cancelled and forfeited for no consideration on the Termination Date;

 

(ii)    (A) any RSUs granted to such Participant which are unvested on the Termination Date (and all related Dividend Equivalents) will vest on a pro rata basis up to the Termination Date; (B) any RSUs granted to such Participant which have vested up to the Termination Date (including pursuant to clause (A) above) (and all related Dividend Equivalents) may be settled by the Participant in accordance with Section 6.4; and (C) any RSUs granted to such Participant which are unvested on the Termination Date (and all related Dividend Equivalents) which do not vest in accordance with clause (A) above shall cease to vest and be cancelled and forfeited for no consideration on the Termination Date;

 

(iii)    any DSUs granted to such Participant (and all related Dividend Equivalents) shall immediately vest and shall be settled on the applicable Termination Date; and

 

(iv)    (A) any Options and Share Appreciation Rights granted to such Participant which are unvested on the Termination Date shall immediately cease to vest and shall be cancelled and forfeited for no consideration, and shall cease to be exercisable, on the Termination Date (and for clarity there shall be no pro-rated vesting of Options or Share Appreciation Rights up to the Termination Date); and (B) any Options or Share Appreciation Rights granted to such Participant which have vested up to the Termination Date will remain exercisable until the earlier of (I) one (1) year after the Termination Date and (II) the expiry of the applicable Option Term for such Options (and any corresponding Share Appreciation Rights, if any), after which time all such Options and Share Appreciation Rights that have not been exercised shall immediately be cancelled and forfeited for no consideration, and shall cease to be exercisable, on such date (provided that, if the end of such period during which Options or Share Appreciation Rights may be exercised falls during or within ten (10) days of the end of a Black-Out Period, the provisions of Section 3.4(2) shall apply to extend the end of such period to the tenth (10th) Business Day following the end of such Black-Out Period).

 

Upon the death of a Participant, the Participant’s rights if any shall only be exercisable by the administrator, executor or liquidator of the Participant’s estate, as the case may be.

 

(d)    Termination in Connection with a Change of Control. Notwithstanding Section 8.3(1)(a) and Section 8.3(1)(b), but subject to the terms of a Participant’s Employment Agreement or Grant Agreement, as applicable, upon a Participant ceasing to be an Eligible Participant as a result of a termination without Cause or as a result of his or her resignation for Good Reason within twelve (12) months of a Change of Control:

 

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(i)    all PSUs and RSUs (whether vested or unvested) granted to such Participant (and any Dividend Equivalents) shall vest (if applicable) and shall be settled on the applicable Termination Date (based on the vesting terms);

 

(ii)    any DSUs granted to such Participant shall immediately vest and shall be settled on the applicable DSU Settlement Date; and

 

(iii)      any Options and Share Appreciation Rights granted to such Participant which are unvested on the applicable Termination Date will immediately vest and will remain exercisable until the earlier of (A) ninety (90) days after the Termination Date and (B) the expiry of the applicable Option Term for such Options (and any corresponding Share Appreciation Rights, if any), after which time all such Options and Share Appreciation Rights shall immediately be cancelled and forfeited for no consideration, and shall cease to be exercisable (provided that if such Options cannot vest or become exercisable during such ninety (90) day period, such Options shall be surrendered by the Participant in exchange for a cash payment of their Intrinsic Value on the last day of such period and provided further that, if the end of such period during which Options or Share Appreciation Rights may be exercised falls during or within ten (10) days of the end of a Black-Out Period, the provisions of Section 3.4(2) shall apply to extend the end of such period to the tenth (10th) Business Day following the end of such Black-Out Period);

 

provided that any reference to Awards under this Section 8.3(1)(e) shall be deemed to include reference to any applicable Replacement Awards.

 

(2)    Rights of Participant. The rights of a Participant pursuant to this Section 8.3 are the only rights to which the Participant (or his or her estate) is entitled on a termination of employment with respect to such Participant’s Options, Share Appreciation Rights, PSUs, RSUs and DSUs.

 

(3)    Unvested Awards. Other than as provided herein, if any portion of an Award has not vested by the Termination Date, that portion of such Award may not, under any circumstances, be exercised by the Participant after the Termination Date.

 

(4)    Waiver of Common Law Damages and Employment Acknowledgments. By participating in this Plan and accepting any Awards hereunder, the Participant:

 

(a)    acknowledges and agrees that the Participant shall have no entitlement to damages or other compensation arising from or related to not receiving any grants of Awards that would have accrued to the Participant after the Participant’s Termination Date. For clarity, except for the minimum period of notice of termination required to be provided pursuant to the Employment Standards Legislation (if any and if applicable), no period of common law reasonable notice shall be used for purposes of calculating a Participant’s entitlements under the Plan, or any agreement entered into in connection with same, including any Grant Agreement;

 

(b)    waives the right to receive damages or payment in lieu of any forfeited remuneration or grant under the Plan, or any agreement entered into in connection with same, including any Grant Agreement, that would have accrued or been provided during any common law reasonable notice period that exceeds Participant’s minimum statutory notice of termination period under the Employment Standards Legislation (if any and if applicable);

 

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(c)    represents, warrants and acknowledges that: (i) Participant has received a copy of the Plan; (ii) the terms and conditions of the Plan are fair and reasonable and Participant will not make a claim to the contrary; and (iii) Participant has read and understood the Plan and any agreement entered into in connection with same, including any applicable Grant Agreement, and agrees to the terms and conditions thereof including, without limitation, those terms, conditions and definitions set out in Section 8.3 (General Conditions Applicable on Termination) and Section 11.3 (Clawback); and

 

(d)    specifically represents, warrants and acknowledges that the Participant has read and understood the terms and conditions set out in this Section 8.3(4), which, (i) state that a Participant shall have no entitlement to damages or other compensation arising from or related to not receiving any grants of Awards that would have accrued to the Participant after the Participant’s Termination Date; and (ii) have effect that no period of contractual or common law reasonable notice of termination that exceeds a Participant’s minimum statutory notice of termination period under the Employment Standards Legislation (if any and if applicable), shall be used for the purposes of calculating a Participant’s entitlement under the Plan.

 

Article 9
COMPLIANCE WITH U.S. TAX LAWS

 

The provisions of this Article 9 shall apply solely to Participants who are subject to taxation under the U.S. Code.

 

Section 9.1 Special Provisions Related to Section 409A of the U.S. Code.

 

(1)    General. It is the intention, but not the obligation, that the Board design payments and benefits provided under this Plan and design any Award so that it shall either be exempt from the application of, or comply with, the requirements of the Nonqualified Deferred Compensation Rules. The Plan and all Grant Agreements shall be construed in a manner that effects such intent. Nevertheless, the tax treatment of the benefits provided under the Plan or any Award is not warranted or guaranteed. Neither the Corporation, its Subsidiaries nor their respective directors, officers, employees or advisers (other than in his or her capacity as a Participant) shall be held liable for any taxes, interest, penalties or other monetary amounts owed by any Participant or other taxpayer as a result of the Plan or any Award. With respect to any Award that is considered "deferred compensation" under the Nonqualified Deferred Compensation Rules, to the extent that any amount or benefit in favour of a U.S. Participant would otherwise be payable or distributable under this Plan or any Grant Agreement by reason of the occurrence of a Change of Control or the U.S. Participant’s disability or separation from service, such amount or benefit will not be payable or distributable to the U.S. Participant by reason of such circumstance unless: (i) the circumstances giving rise to such Change of Control, disability or separation from service meet the description or definition of "change in control event," "disability," or "separation from service," as the case may be, in Section 409A and applicable proposed or final treasury regulations thereunder, and (ii) the payment or distribution of such amount or benefit would otherwise comply with Section 409A and not subject the U.S. Participant to taxes and interest pursuant to Section 409A. This provision does not prohibit the vesting of any Award or the vesting of any right to eventual payment or distribution of any amount or benefit under this Plan or any Grant Agreement.

 

(2)    Allocation among Possible Exemptions. If any one or more Awards granted under the Plan to a Participant could qualify for any separation pay exemption described in Treas. Reg. Section 1.409A-1(b)(9), but such Awards in the aggregate exceed the dollar limit permitted for the separation pay exemptions, the Corporation shall determine which Awards or portions thereof will be subject to such exemptions.

 

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(3)    Plan Amendments to Comply with Section 409A. Notwithstanding anything to the contrary in the Plan or otherwise, the Board shall retain the power and authority to amend or modify this Plan to the extent the Board in its sole discretion deems necessary or advisable to comply with any guidance issued under Section 409A. Such amendments may be made without the approval of any U.S. Participant.

 

(4)    Six-Month Delay in Certain Circumstances. Notwithstanding anything in the Plan or in any Grant Agreement to the contrary, if any amount or benefit that would constitute Non-Exempt Deferred Compensation would otherwise be payable or distributable under this Plan or any Grant Agreement by reason of a Participant’s separation from service during a period in which the Participant is a Specified Employee (as defined below), then, subject to any permissible acceleration of payment by the Board under the Nonqualified Deferred Compensation Rules, including Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes):

 

(a)    the amount of such Non-Exempt Deferred Compensation that would otherwise be payable during the six-month period immediately following the Participant’s separation from service will be accumulated through and paid or provided, without interest, on the first day of the seventh month following the Participant’s separation from service (or, if the Participant dies during such period, within 30 days after the Participant’s death) (in either case, the "Required Delay Period"); and

 

(b)    the normal payment or distribution schedule for any remaining payments or distributions will resume at the end of the Required Delay Period.

 

For purposes of this Plan, the term "Specified Employee" has the meaning given such term in the Nonqualified Deferred Compensation Rules; provided, however, that, as permitted in such final regulations, the Corporation’s Specified Employees and its application of the six-month delay rule of Code Section 409A(a)(2)(B)(i) shall be determined in accordance with rules adopted by the Board or any committee of the Board, which shall be applied consistently with respect to all nonqualified deferred compensation arrangements of the Corporation, including this Plan.

 

(5)    Installment Payments. If, pursuant to an Award, a Participant is entitled to a series of installment payments, such Participant’s right to the series of installment payments shall be treated as a right to a series of separate payments and not to a single payment. For purposes of the preceding sentence, the term "series of installment payments" has the meaning provided in the Nonqualified Deferred Compensation Rules.

 

(6)    Timing of Release of Claims. Whenever an Award conditions a payment or benefit on the Participant’s execution and non-revocation of a release of claims, such release must be executed and all revocation periods shall have expired within 60 days after the date of termination of the Participant’s employment; failing which such payment or benefit shall be forfeited. If such payment or benefit is exempt from the Nonqualified Deferred Compensation Rules, the Corporation may elect to make or commence payment at any time during such 60-day period. If such payment or benefit constitutes Non-Exempt Deferred Compensation, then, subject to Section 9.1(3) above, (a) if such 60-day period begins and ends in a single calendar year, the Corporation may make or commence payment at any time during such period at its discretion, and (b) if such 60-day period begins in one calendar year and ends in the next calendar year, the payment shall be made or commence during the second such calendar year (or any later date specified for such payment under the applicable Award), even if such signing and non-revocation of the release occur during the first such calendar year included within such 60-day period.

 

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(7)    Permitted Acceleration. The Corporation shall have the sole authority to make any accelerated distribution permissible under the Nonqualified Deferred Compensation Rules to Participants of deferred amounts, provided that such distribution(s) meets the requirements of the Nonqualified Deferred Compensation Rules.

 

Article 10
ADJUSTMENTS AND AMENDMENTS

 

Section 10.1 Adjustment to Shares Subject to Outstanding Awards.

 

At any time after the grant of an Award to a Participant and prior to the expiration of the term of such Award or the forfeiture or cancellation of such Award, in the event of: (1) any subdivision of the Shares into a greater number of Shares; (2) any consolidation of Shares into a lesser number of Shares; (3) any reclassification, reorganization or other change affecting the Shares; (4) any merger, amalgamation, consolidation or other transaction pursuant to which the Shares are converted into other property, whether in the form of securities of another Person, cash or otherwise; (5) any distribution to all holders of Shares or other securities in the capital of the Corporation, of cash, evidences of indebtedness or other assets of the Corporation (excluding an ordinary course dividend in cash or shares, but including for greater certainty shares or equity interests in a subsidiary or business unit of the Corporation or one of its subsidiaries or cash proceeds of the disposition of such a subsidiary or business unit); or (6) any transaction or change having a similar effect, then the Board shall in its sole discretion, subject to the required approval of a Stock Exchange (if any), determine the appropriate adjustments or substitutions to be made in such circumstances in order to maintain the economic rights of the Participant in respect of such Award in connection with such occurrence or change, including but not limited to:

 

(a)    adjustments to the Option Price without any change in the total price applicable to the unexercised portion of any Options granted under the Plan;

 

(b)    adjustments to the number or kind of Shares to which the Participant is entitled upon exercise or settlement of such Award;

 

(c)    adjustments permitting the immediate exercise of any outstanding Awards that are not otherwise exercisable (subject, in the case of a DSU that can by its terms be settled for the Cash Equivalent at the election of the Corporation, to any requirements of Regulation 6801(d) under the Tax Act); or

 

(d)    adjustments to the number or kind of Shares reserved for issuance pursuant to the Plan.

 

Notwithstanding the foregoing, no such adjustment shall be authorized with respect to any Options or Share Appreciation Rights held by Participants who are United States taxpayers to the extent that such adjustment would cause the Option (determined as if all such Options were Incentive Stock Options whether or not so designated) to violate Section 424(a) of the U.S. Code or would otherwise subject any Participant to taxation under Section 409A of the U.S. Code.

 

Section 10.2 Change of Control.

 

(1)    Despite any other provision of this Plan, but subject to Section 10.2(2) and Section 10.2(3), in the event of a Change of Control, all Participants shall be provided with Replacement Awards in accordance with Section 10.2(3) effective on or immediately after the time of such Change of Control.

 

(2)    If, upon a Change of Control, the requirements of Section 10.2(1) (and the requirements of Section 10.2(3) referenced therein) have not been satisfied, the Board shall have the power, in its

 

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sole discretion, to modify the terms of this Plan and/or Awards (including, for greater certainty, to cause the vesting of all unvested Awards (including on the basis of up to the maximum level of achievement of any Performance Criteria, if applicable)) to assist the Participants to tender into any take-over bid or other transaction leading to a Change of Control. For greater certainty, in the event of a take-over bid or any other transaction leading to a Change of Control, the Board may, in its sole discretion, conditionally settle Awards and/or permit Participants to conditionally exercise their Awards, such conditional exercise or settlement to be conditional upon the take-up by such offeror of the Shares or other securities tendered to such take-over bid in accordance with the terms of such take-over bid (or the effectiveness of such other transaction leading to a Change of Control). If, however, the potential Change of Control referred to in this Section 10.2(2) is not completed within the time specified therein (as same may be extended), then notwithstanding this Section 10.2(2)  or the definition of "Change of Control": (a) any conditional exercise or settlement of Awards shall be deemed to be null, void and of no effect, and such conditionally exercised or settled Awards shall for all purposes be deemed not to have been exercised or settled, as applicable; (b) Shares which were issued pursuant to exercise or settlement of Awards which vested pursuant to this Section 10.2(2)  shall be returned by the Participant to the Corporation and reinstated as authorized but unissued Shares; and (c) the original terms applicable to Awards which vested pursuant to this Section 10.2(2) shall be reinstated.

 

(3)    In the event of a Change of Control, an award shall be considered a "Replacement Award" for the purposes of Section 10.2(1) if the Board (as constituted immediately before the Change of Control) determines, in its sole discretion, that such award meets the following requirements:

 

(a)    it has a value equal to the value of the Award intended to be replaced by the Replacement Award (or, if the value is less, it is only less to the extent necessary to meet the criteria in Subsection 7(1.4) of the Tax Act to the extent applicable) (each such replaced Award, a "Replaced Award") as of the date of the Change of Control;

 

(b)    it relates to publicly traded equity securities of: (i) the Corporation; (ii) the entity surviving the Corporation following the Change of Control; or (iii) the parent entity of such surviving entity;

 

(c)    it contains terms relating to vesting that are substantially identical to those of the Replaced Award (except that for any Replaced Award that is performance-based, the Replacement Award shall be subject solely to time-based vesting for the remainder of the applicable Performance Period (or such shorter period as determined by the Board) and the level of achievement of the Performance Criteria in respect of the applicable Performance Period shall be deemed to be the maximum level of achievement of the Performance Criteria); and

 

(d)    its other terms and conditions are not less favorable to the Participant than the terms and conditions of the Replaced Award (including the provisions that would apply in the event of a subsequent Change of Control) as of the date of the Change of Control,

 

provided that, without limiting the generality of the foregoing, a Replacement Award may take the form of a continuation of the applicable Replaced Award if the requirements of this Section 10.2(3) are satisfied.

 

Section 10.3 Amendment or Discontinuance of the Plan.

 

(1)    Subject to Section 10.3(2), the Board may suspend or terminate the Plan at any time, or from time to time amend or revise the terms of the Plan or any granted Awards without the consent of the Participants, provided that such suspension, termination, amendment or revision shall:

 

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(a)    not adversely alter or impair the rights or tax treatment of any Participant, without the consent of such Participant except as permitted by the provisions of the Plan;

 

(b)    be in compliance with applicable law and with the prior approval, if required, of the shareholders of the Corporation, a Stock Exchange or any other regulatory body having authority over the Corporation; and

 

(c)    be subject to shareholder approval, where required by law or the requirements of a Stock Exchange, provided that the Board may, from time to time, in its absolute discretion and without approval of the shareholders of the Corporation make the following amendments to this Plan or any granted Awards:

 

(i)     any amendment to the vesting provision, if applicable, of the Awards;

 

(ii)    any amendment to the expiration date of an Award that does not extend the terms of the Award past the original date of expiration of such Award;

 

(iii)    any amendment regarding the effect of termination of a Participant’s employment or engagement;

 

(iv)    any amendment to the terms and conditions of grants of PSUs, RSUs or DSUs, including the Performance Criteria, as applicable, quantity, type of Award, grant date, vesting periods, settlement date and other terms and conditions with respect to the Awards, provided that, with respect to any Award that is considered "deferred compensation" under the Nonqualified Deferred Compensation Rules, no such amendment shall cause such Award to violate the Nonqualified Deferred Compensation Rules;

 

(v)     any amendment which accelerates the date on which any Award may be exercised or payable, as applicable, under the Plan;

 

(vi)    any amendment to the definition of an Eligible Participant under the Plan (other than with respect to Eligible Participants who are eligible to receive an Award of Incentive Stock Options), it being understood that, as applicable, any amendment aimed at expanding the scope of Persons that may be eligible under the Plan will not be made without obtaining the approval of the shareholders of the Corporation as may be required under the rules of any Stock Exchange on which the Shares are listed at the applicable time;

 

(vii)    any amendment necessary to comply with applicable law or the requirements of a Stock Exchange or any other regulatory body;

 

(viii)     any amendment of a "housekeeping" nature, including to clarify the meaning of an existing provision of the Plan, correct or supplement any provision of the Plan that is inconsistent with any other provision of the Plan, correct any grammatical or typographical errors or amend the definitions in the Plan;

 

(ix)    any amendment regarding the administration of the Plan;

 

(x)    any amendment to add a provision permitting the grant of Awards settled otherwise than with fully paid up Shares issued by the Corporation; and

 

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(xi)    any other amendment that does not require the approval of the holders of Shares under Section 10.3(2).

 

(2)    Notwithstanding Section 10.3(1), the Board shall be required to obtain shareholder approval to make the following amendments:

 

(a)    any amendment to increase the maximum number of Shares issuable pursuant to the Plan, either as a fixed number or fixed percentage of outstanding capital represented by such Shares;

 

(b)    except in the case of an adjustment pursuant to Article 10, any reduction in the Option Price of an Option or any cancellation and replacement of an Option with an Option with a lower Option Price (including any adjustment to a Share Appreciation Right having the foregoing effect);

 

(c)    any amendment which increases the length of the period after a Black-Out Period during which Awards or any rights pursuant thereto may be exercised;

 

(d)    any extension of the term of an Award beyond the original expiry date;

 

(e)    any amendment which increases the maximum number of Shares that may be issuable to Insiders at any time pursuant to the Insider participation limit;

 

(f)    any amendment which would allow for the transfer or assignment of Awards under the Plan, other than for normal estate settlement purposes;

 

(g)    any amendment which increases the maximum number of Shares that may be issuable upon exercise of Incentive Stock Options or modifies the definition of Eligible Participant used for purposes of determining eligibility for the grant of an Incentive Stock Option; and

 

(h)    any amendment to the amendment provisions of the Plan;

 

provided that Shares held directly or indirectly by Insiders benefiting from the amendments shall be excluded when obtaining such shareholder approval if required pursuant to the rules of any Stock Exchange.

 

(3)    The Board may, by resolution, advance the date on which any Award may be exercised or payable (subject, in the case of a DSU that can by its terms be settled for the Cash Equivalent at the election of the Corporation, to any requirements of Regulation 6801(d) under the Tax Act) or, subject to applicable regulatory provisions, including any rules of a Stock Exchange extend the expiration date of any Award, in the manner to be set forth in such resolution, provided that the period during which an Option or Share Appreciation Right is exercisable or a PSU, RSU or DSU remains outstanding does not exceed: (a) in the case of Options and Share Appreciation Rights, ten (10) years from the date the applicable Option or Share Appreciation Right is granted; and (b) in the case of PSUs, RSUs and DSUs, the last day of the Restriction Period in respect of such PSUs, RSUs or DSUs. The Board shall not, in the event of any such advancement or extension, be under any obligation to advance or extend the date on or by which any Option or Share Appreciation Right may be exercised or any PSU, RSU and DSU may remain outstanding by any other Participant.

 

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Article 11
MISCELLANEOUS

 

Section 11.1 Use of an Administrative Agent and Trustee.

 

The Board may in its sole discretion appoint from time to time one or more entities to act as administrative agent or trustee to administer the Awards granted under the Plan and to act as trustee to hold and administer the assets that may be held in respect of Awards granted under the Plan, the whole in accordance with the terms and conditions determined by the Board in its sole discretion. The Corporation and the administrative agent will maintain records showing the number of Awards granted to each Participant under the Plan.

 

Section 11.2 Tax Withholding and Deduction.

 

(1)    Notwithstanding any other provision of this Plan, all distributions, delivery of Shares or payments (including, for greater certainty, payments of Cash Equivalent) to a Participant (or to the liquidator, executor or administrator, as the case may be, of the estate of such Participant) under the Plan shall be made net of applicable taxes and social security and other source deductions. The Board shall determine, in its sole discretion, the form of payment acceptable for such tax withholding obligations, including the delivery of cash or cash equivalents, Shares (including through delivery of previously owned Shares, net settlement, a broker-assisted sale, or other cashless withholding or reduction of the amount of Shares otherwise issuable or delivered pursuant to the Award), other property, or any other legal consideration the Board deems appropriate, provided that an Award to which Section 7 of the Tax Act is intended to apply shall not be wholly or partially settled in cash with respect to such tax withholding obligations unless the Participant is first provided with an opportunity to satisfy such tax withholding obligations through other means satisfactory to the Board.

 

(2)    Participants will be responsible for (and will indemnify the Corporation and any Affiliate in respect of) all Participant taxes, social security contributions and other liabilities arising out of or in connection with any Award or the acquisition, holding or disposal of Shares. If the Corporation or any Affiliate or the trustee of any employee benefit trust has any liability to pay or account for any such tax or contribution, it may meet the liability by:

 

(a)    selling Shares to which the Participant becomes entitled on his behalf and using the proceeds to meet the liability;

 

(b)    deducting the amount of the liability from any cash payment due under this Plan; and/or

 

(c)    reducing the number of Shares to which the Participant would otherwise be entitled.

 

(3)    Without the prior consent of the Board, a Canadian tax resident Participant shall not settle any tax or social security contributions, or other such liabilities, by the sale of Shares, acquired through a prior Award, to the Corporation.

 

Section 11.3 Clawback.

 

(1)    Notwithstanding any other provisions in this Plan, any Award which is subject to recovery under any law, government regulation or Stock Exchange listing requirement, will be subject to such deductions and clawback as may be required to be made pursuant to such law, government regulation or Stock Exchange listing requirement (or any policy adopted by the Corporation pursuant to any such

 

38

 

law, government regulation or Stock Exchange listing requirement, including the Corporation’s Clawback Policy).

 

(2)     Without limiting the generality of the foregoing:

 

(a)    if the Participant is subject to, or becomes subject to: (i) an agreement with the Corporation or any of its Subsidiaries containing non-competition, non-solicitation, confidentiality, and/or any other restrictive covenants ("Restrictive Covenants") (including, for greater certainty, Restrictive Covenants contained in the Participant’s Employment Agreement or service, if any); or (ii) any policy adopted by the Corporation applicable to the Participant that provides for forfeiture or disgorgement with respect to incentive compensation that includes any Awards (a "Forfeiture Policy"), the Participant’s rights under the Plan and in the applicable Grant Agreement(s) shall be subject to the Participant’s compliance with any such Restrictive Covenants or Forfeiture Policy, to the extent permitted by applicable law; and

 

(b)    where the Participant is determined by the Corporation or any of its Subsidiaries to have breached: (i) any Restrictive Covenant(s); (ii) the Clawback Policy; or (iii) any Forfeiture Policy, the Board, in its sole and absolute discretion, may cause all outstanding Awards (whether or not vested or exercisable) and the proceeds from the exercise or disposition of any Award, or any Shares received or purchased upon the exercise or settlement of any Awards, to be subject to forfeiture and disgorgement to the Corporation, with interest and other related earnings, in accordance with the terms of this Section 11.3 and the terms of the Clawback Policy or any Forfeiture Policy, if and as applicable.

 

(3)    In addition, the Board may require forfeiture and disgorgement to the Corporation of outstanding Awards and the proceeds from the exercise or disposition of Awards or Shares acquired, received or purchased upon the exercise or settlement of Awards, with interest and other related earnings, to the extent required by law or applicable Stock Exchange listing standards and any related policy adopted by the Corporation.

 

(4)    Each Participant, by accepting or being deemed to have accepted an Award under the Plan, agrees to cooperate fully with the Board, and to cause any and all permitted transferees of the Participant to cooperate fully with the Board, to effectuate any forfeiture or disgorgement required hereunder. Neither the Board nor the Corporation nor any other Person, other than the Participant and his or her permitted transferees, if any, will be responsible for any adverse tax or other consequences to a Participant or his or her permitted transferees, if any, that may arise in connection with this Section 11.3.

 

Section 11.4 Securities Law Compliance.

 

(1)    The Plan (including any amendments to it), the terms of the grant of any Award under the Plan, the grant of any Award and the exercise of any Options or Share Appreciation Rights, and the Corporation’s obligation to sell and deliver Shares in respect of any Awards, shall be subject to all applicable federal, provincial, territorial, state and foreign laws, rules and regulations, the rules and regulations of a Stock Exchange, the Exchange Act, and to such approvals by any regulatory or governmental agency as may, as determined by the Corporation, be required. The Corporation shall not be obliged by any provision of the Plan or the grant of any Award hereunder to issue, sell or deliver Shares in violation of such laws, rules and regulations, the Exchange Act, or any condition of such approvals.

 

(2)    No Awards shall be granted, and no Shares shall be issued, sold or delivered hereunder, where such grant, issue, sale or delivery would require registration of the Plan or of the Shares under

 

39

 

the securities laws of any jurisdiction or the filing of any prospectus for the qualification of same thereunder unless such registration, filing or qualification shall have occurred, or the Corporation has determined, in its sole discretion, to complete such registration, filing or qualification, and any purported grant of any Award or purported issue or sale of Shares hereunder in violation of this provision shall be void.

 

(3)    The Corporation shall have no obligation to issue any Shares pursuant to this Plan unless upon official notice of issuance, such Shares shall have been duly listed with a Stock Exchange. The Corporation cannot guarantee that the Shares will be listed or quoted on a Stock Exchange. Shares issued, sold or delivered to Participants under the Plan may be subject to limitations on sale or resale under applicable securities laws.

 

(4)    If Shares cannot be issued or delivered to a Participant upon the exercise or settlement of an Award due to legal or regulatory restrictions, the obligation of the Corporation to issue or deliver such Shares shall terminate. Any funds paid to the Corporation in connection with the exercise or settlement of such Award will be returned to the applicable Participant as soon as practicable.

 

Section 11.5 Reorganization of the Corporation.

 

The existence of any Awards shall not affect in any way the right or power of the Corporation or its shareholders to make or authorize any adjustment, reclassification, recapitalization, reorganization or other change in the Corporation’s capital structure or its business, or any amalgamation, combination, merger or consolidation involving the Corporation or to create or issue any bonds, debentures, shares or other securities of the Corporation or the rights and conditions attaching thereto or to affect the dissolution or liquidation of the Corporation or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar nature or otherwise.

 

Section 11.6 Governing Laws.

 

The Plan and all matters to which reference is made herein shall be governed by and interpreted in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein and without recourse to conflict of laws rules.

 

Section 11.7 Severability.

 

The invalidity or unenforceability of any provision of the Plan shall not affect the validity or enforceability of any other provision and any invalid or unenforceable provision shall be severed from the Plan. With respect to ISOs, to the extent any Option that is intended to qualify as an ISO cannot so qualify, that Option (to that extent) shall be deemed a Nonstatutory Option for all purposes of the Plan.

 

Section 11.8 Currency

 

Unless otherwise specifically determined by the Board, all Awards and payments pursuant to such grants shall be determined in Canadian currency. The Board shall determine, in its discretion, whether and to the extent any payments made pursuant to an Award shall be made in local currency, as opposed to Canadian dollars. In the event payments are made in local currency, the Board may determine, in its discretion and without liability to any Participant, the method and rate of converting the payment into local currency.

 

Section 11.9 Effective Date of the Plan

 

The Plan is effective as of June 20, 2024 (the "Effective Date").

 

 

40

 

Exhibit 10.2

 

The redacted information (indicated with [***]) has been excluded because it is both (i) not material and (ii) of the type that the registrant customarily and actually treats as private or confidential.

 

Classified as: PRIVATE & CONFIDENTIAL

 

 

 

 

PURCHASE-SALE CONTRACT No. 303-24CMX-703042-0-P

 

THIS DOCUMENT SETS FORTH THE PURCHASE-SALE CONTRACT ENTERED INTO BY AND BETWEEN, ON THE ONE HAND, TRAFIGURA MÉXICO, S.A. DE C.V., WHICH SHALL BE HEREINAFTER REFERRED TO AS THE “BUYER”, DULY REPRESENTED HEREIN BY JUAN ANTONIO MORAN Y ZAVALA; AND, ON THE OTHER HAND, ARANZAZU HOLDING, S.A. DE C.V., WHICH SHALL BE HEREINAFTER REFERRED TO AS THE “SELLER,” DULY REPRESENTED HEREIN BY HENRIQUE RANGEL RODRÍGUES DA SILVA, COLLECTIVELY NAMED AS THE “PARTIES,” WHO AGREE TO BE SUBJECT TO THE FOLLOWING STATEMENTS AND CLAUSES:

 

STATEMENTS

 

I.THE BUYER STATES:

 

A.That it is a company organized and existing under the laws of the United Mexican States, as recorded in public deed number 101,659, dated January 26, 1998, made before and witnessed by Attorney-at-law Miguel Ángel Gutiérrez Vargas, Notary Public number 206, of the Federal District, which is duly recorded in the Public Registry of Commerce of Mexico City, on commercial page number 236928 dated on June 24th, 1998.

B.That the powers of its legal representative to sign this Contract are recorded in public deed number 19,893, dated April 16, 2019, made before and witnessed by Attorney-at-law Guillermo Escamilla Narváez, Notary Public 243 of the Federal District; and that, to date, those powers have not been modified, restricted or revoked to it in any manner.

C.That it is duly recorded in the Federal Registry of Taxpayers with password [***] and that it states, as the address for service of process, the address located at Avenida Paseo de la Reforma número 115-2102, Colonia, Lomas de Chapultepec, Alcaldía Miguel Hidalgo, C.P. 11000, Mexico City, Mexico.

 

II.THE SELLER STATES:

 

A.That it is a company organized and existing under the laws of the United Mexican States, as recorded in public deed number 37, dated May 7, 2008, made before and witnessed by Attorney-at-law Oscar Villegas Rico, Notary Public number 19, for Saltillo, Coahuila, which is duly recorded in the Public Registry of Commerce of the City of Saltillo, Coahuila, Mexico, on commercial page number 28847*2, dated May 27, 2008.

B.Through unanimous Shareholders Resolutions of Aranzazu Holding, S.A. de C.V., as recorded in public deed number 140,151, dated July 15, 2008, attested by Luis Felipe del Valle Prieto Ortega, Notary Public number 20, for Mexico City, which is duly recorded in the Public Registry of Commerce for Mexico City, under commercial folio number 388190, dated October 15, 2008; it was approved the change of corporate domicile to Mexico City, amending the corporate by-laws accordingly.

C.That the powers of its legal representative suffice to sign this Contract and that those powers have not been modified, restricted or revoked in any manner, as recorded in public deed number 73,340, dated May 27, 2020, made before and witnessed by Attorney-at-law Gerardo González Meza Hoffmann, Notary Public number 79, of Mexico City, which is inscripted in the Public Registry of

 

 

Classified as: PRIVATE & CONFIDENTIAL

 

 

 

Commerce of Mexico City, under the commercial page number 388190-1 dated on October 22nd, 2020. 

D.That it is duly recorded in the Federal Registry of Taxpayers with password [***] and that it states, as the address for service of process, the address located at Boulevard Luis Donaldo Colosio, N°5560, Local 17, Las Torrecillas, C.P. 25298, Saltillo, Coahuila.

E.That the Product (as such term is defined below) is free from all liens or limitation of ownership and that it is the only and legitimate owner and that it guarantees that the Product has been obtained and/or processed legally.

F.That it is the legitimate holder of Mining Concession number 164619 with respect to the mining lot called “Macocozac I”, located in the Municipality of Concepción del Oro, Zacatecas, from which the Product (as such term is defined below) is extracted.

 

III.THE PARTIES JOINTLY STATE:

 

That they agree with entering into this purchase-sale of copper concentrates (hereinafter referred to as the “Product”) under the terms and conditions agreed on in the following clauses:

 

CLAUSES

 

FIRST: DEFINITIONS

 

The terms used in this Contract shall have, as applicable and indistinctly in singular or plural, the following definitions:

 

a)The terms Ton and Metric Ton (“MT”) are equivalent to 1,000 (one thousand) kilograms (“kilos” and/or “kg”) or 2,204.62 pounds (“lbs.”), in wet (WMT) or dry (“DMT”) base, as may be specifically set out in each case.

b)Ounce may be referred to as “Oz.”

c)The term unit is equivalent to 1% (one percent) of a DMT.

d)The term ounce is equivalent to one troy ounce of 31.1035 (thirty-one point one zero thirty-five thousandths) grams.

e)The term pound is equivalent to 453.593 (four hundred fifty-three point five hundred ninety-three thousandths) grams.

f)The amounts of money established in US$ and US¢ (Dollars and Cents of a Dollar) are referred to the legal tender of the United States of America.

g)Assays: They shall refer to the assays of the Product subject matter of this Contract in order to verify the qualities requested.

h)INCOTERMS: It refers to terms of international trade issued by the International Chamber of Commerce or ICC, in its version released in 2010.

i)LME: It means London Metal Exchange.

j)LBMA: It means London Bullion Market Association.

k)Product: Shall have the definition set forth in Declaration III of this Contract, and depending on the the context in which it is used may refer to a specific delivery or to the total quantity set forth in the second clause of this Contract.

l)Effective Term: It shall have the meaning set forth in the third clause of this Contract. However, this effective term shall extend as long as the obligations by the Parties are still pending.

 

 

Classified as: PRIVATE & CONFIDENTIAL

 

 

 

m)The terms starting with a capital letter shall have the meaning agreed upon for each of them in this Contract.

n)Affiliates means: in relation to any company or corporation, a Subsidiary or Holding Company of that company or corporation or any other Subsidiary of that company or corporation or of that Holding Company;

o)Holding Company: has the meaning given to it in the definition of Subsidiary;

p)Subsidiary means: a company or corporation which, in relation to another company or corporation (a “Holding Company”): (a) is controlled, directly or indirectly, by the Holding Company; (b) more than half the issued share capital of which is beneficially owned, directly or indirectly by the Holding Company; or (c) which is a Subsidiary of another Subsidiary of the Holding Company; and for this purpose, a company or corporation shall be treated as being controlled by a Holding Company if the Holding Company is able to direct its affairs and/or to control the composition of its board of directors or equivalent body.

q)Monthly Quota means the quantity of Product delivered to Buyer’s designated warehouse at the Delivery Point (as such term is defined below) during the calendar month.

 

SECOND: PRODUCT QUANTITY AND QUALITY

 

During the effective term of this Contract, the Seller undertakes to sell and the Buyer undertakes to buy 100% of copper Product for the years 2025, 2026 and 2027 estimated to be between [***] and [***] DMT per year, which shall comply with the following quality according to its contents:

 

Cu: [***] %  
Ag: [***] gms/dmt    
Au: [***] gms/dmt  
Fe: [***] %  
S: [***] %  
As: [***] %
Sb: [***] %  
Zn: [***] %  
Pb: [***] %  
Bi: [***] %  
Hg: [***] ppm    
Cd: [***] %    
Al2O3: [***] %  
Cl: [***] ppm    
CaO: [***] %    
F: [***] ppm    
MgO: [***] %  
Na: [***] %    
Ni: [***] %    
Se: [***] ppm    
SiO2: [***] %    
Te: [***] ppm    
H2O: [***] %  

 

 

Classified as: PRIVATE & CONFIDENTIAL

 

 

 

The Product shall be primary, of fresh production, free flowing in nature with no visible agglomerations or discoloration and shall be homogeneous in nature and assays in the sole opinion of the Buyer’s appointed independent surveyor.

 

The Seller guarantees that the Concentrate shall otherwise be free from radioactivity and deleterious impurities harmful to smelting and/or refining processes, including but not limited to any contain run-of-mine ore (ROM), any residuals of pellets or any other form of agglomerated material or its residuals. Notwithstanding any other provision in this Contract, the Seller guarantees to the Buyer that the cargo to be supplied and/or delivered under this Contract shall not include any slag, ash, residues, pyritic ash, pyritic cinder, pyritic slag, sulphuric cinder, sulphuric slag, calcium sulphate, roasted pyrites, roasted iron pyrites, mill scale, pellet chips, smelting, pig iron or ferrous waste product or by-product whatsoever (the “Guarantee”). In addition, the Seller agrees to indemnify and to hold the Buyer harmless in respect of any and all loss or damage howsoever caused by, or arising out of or in relation to, any breach of the Seller of the Guarantee. Seller shall clean and/or remove any other foreign objects, including but not limited to gypsum, pieces of paper, tarpaulin, steel, wood, plastic sheets, coal, stones, etc., from the cargo prior to delivery. In the event that discharge of the cargo at the intended discharge port and/or place is delayed or prevented as a result of the presence of such other foreign objects, Seller shall be liable to the Buyer for any costs, losses or liabilities howsoever caused by, or arising out of or in relation to such delay or prevention.

 

In the event that unloading of Product at Buyer's designated warehouse is delayed or prevented as a result of the presence of such foreign objects, Seller shall be liable to Buyer for any cost, loss or liability caused by or arising out of or in connection with such delay or impediment.

 

Concentrate shall be able to withstand any voyage from the loadport upon any customary form of transportation to the destination intended by the Buyer.

 

Seller shall present a valid sizing report issued by international recognized inspection company upon Buyer’s written request. Should the Concentrate’s size be found above 1/8th of an inch, all costs of grinding and crushing shall be for Seller’s account.

 

The Seller shall provide Buyer with the current safety data sheet (“SDS”), production process description /Flow chart and any other information relating to health, safety and environmental data in connection with the Concentrate in compliance with the requirements of any applicable law(s), rules or regulations within 1 Business Day of Buyer’s request and in any event prior to the delivery of the Concentrate. The SDS must be in English. If the SDS is revised at any time thereafter during the term of this contract the Seller shall promptly provide the updated SDS to the Buyer.

 

The Product quantity and quality set forth in this clause is approximate. However, the Seller acknowledges and grants the following rights to the Buyer in relation to its production:

 

·The Buyer shall have the right, but not the obligation, to acquire, from the Seller, the Product which is beyond the quantity and quality mentioned above. This right of the Buyer shall only be understood as waived through a statement made by the Buyer, duly issued in writing.

·In case that the Seller delivers a volume lower than the minimum quantity agreed, the Buyer may extend the effective term of this Contract until completing the remaining volume. To exercise this right, the Parties agree that it shall suffice to issue a notice in writing.

 

 

Classified as: PRIVATE & CONFIDENTIAL

 

 

 

THIRD: DELIVERY AND EFFECTIVE TERM OF THE CONTRACT

 

The Product shall be delivered by the Seller to the Buyer during January 2025 to December 2027, both months included (the “Effective Term”) DAP (INCOTERMS 2020) at the warehouse of Impala Terminals Mexico, S.A. de C.V., designated by the Buyer, and located at Km. 1.5 of Carretera Manzanillo – Minatitlán, Colonia Tapeixtles, C.P. 28239, Manzanillo, Colima, Mexico, or without prejudice to the limitations set forth in the third paragraph of this third clause, any equivalent destination at the Buyer’s choice (collectively, the “Delivery Point”).

 

In the event Seller fails to deliver the minimum quantity of [***] DMT during the Effective Term, at Buyer’s option, the term of this Contract may be extended for delivery of the outstanding tonnage on the same terms and conditions.

 

For up to 30% of the monthly volume (estimated between 1,500 and 1,750 DMT) in which case the Buyer shall pay all additional costs against delivery to the Buyer’s warehouse in Manzanillo subject to a maximum of US$[***]/DMT.

 

Seller shall have the option to change the Incoterms to FOB vessel at the designated Delivery Point, in which case US$[***]/DMT shall be credited to Seller. All logistics from DAP to FOB should remain through Impala Manzanillo or Guaymas Aceros de Sonora warehouses and to remain on Buyer’s account.

 

The Effective Term of this Contract shall be subject to the provisions set forth in the Second Clause hereof.

 

FOURTH: PURCHASE-SALE PRICE

 

The price of the Product per dry metric ton shall be the amount resulting from summing all payables minus all deductions specified below, according to the quotational period:

 

A.PAYABLES:

 

The Parties agree that the payable elements (the “Payables”) of the Product shall be determined as follows:

 

Copper:[***]% of the final content, subject to a minimum deduction of 1 unit, and the balance shall be paid at the LME “Grade A” Settlement price quotation, as published on the Metal Bulletin, during the Quotational Period.

 

Silver:[***]% of the final silver content, subject to a minimum deduction of 30 grs/DMT and the balance shall be paid at the LBMA “Silver Price” quotation published in US$, at www.lbma.org.uk, during the Quotational Period.

 

Gold:If final gold content is less than or equal to [***] gr/DMT, no payment shall apply.

 

If final gold content is greater than [***] gr/DMT but less than or equal to [***] grs/DMT pay for the [***]% of the final content, at the average of the AM/PM LMBA “Gold Price” quotation published in US$, at www.lbma.org.uk, during the Quotational Period.

 

 

Classified as: PRIVATE & CONFIDENTIAL

 

 

 

If final gold content is greater than [***] grs/DMT but less than or equal to [***] grs/DMT pay for the [***]% of the final content, at the average of the AM/PM LMBA “Gold Price” quotation published in US$, at www.lbma.org.uk, during the Quotational Period.

 

If final gold content is greater than [***] grs/DMT but less than or equal to [***] grs/DMT pay for the [***]% of the final content, at the average of the AM/PM LMBA “Gold Price” quotation published in US$, at www.lbma.org.uk, during the Quotational Period.

 

If final gold content is greater than [***] grs/DMT but less than or equal to [***] grs/DMT pay for the [***]% of the final content, at the average of the AM/PM LMBA “Gold Price” quotation published in US$, at www.lbma.org.uk, during the Quotational Period.

 

If final gold content is greater than [***] grs/DMT pay for the [***]% of the final content, at the average of the AM/PM LMBA “Gold Price” quotation published in US$, at www.lbma.org.uk, during the Quotational Period.

 

B.DEDUCTIONS:

 

The Parties agree that the following deductions shall be applied to the Product (the “Deductions”):

 

i.Treatment Charge:

 

For 2025 deliveries:

US$ [***] per DMT of the Product delivered under DAP conditions in Manzanillo, Mexico or parity, shall be deducted as a result of the Product treatment charge, as agreed in the third clause of this Contract.

 

For 2026 deliveries:

US$ [***] per DMT of the Product delivered under DAP conditions in Manzanillo, Mexico or parity, shall be deducted as a result of the Product treatment charge, as agreed in the third clause of this Contract.

 

For 2027 deliveries:

US$ [***] per DMT of the Product delivered under DAP conditions in Manzanillo, Mexico or parity, shall be deducted as a result of the Product treatment charge, as agreed in the third clause of this Contract.

 

ii.Refining Charge:

 

Copper:For 2025 deliveries:

US$[***] shall be deducted per payable pound.

 

For 2026 deliveries:

US$[***] shall be deducted per payable pound.

 

For 2027 deliveries:

 US$[***] shall be deducted per payable pound.

 

 

Classified as: PRIVATE & CONFIDENTIAL

 

 

 

Silver:US$[***] shall be deducted per payable ounce.

 

Gold:US$[***] shall be deducted per payable ounce.

 

iii.Quality Penalties:

 

The Parties agree that, in accordance with final assays, the following Deductions shall be applied as quality penalties:

 

Arsenic:US$ [***]/DMT shall be deducted for every 0.10% that the final content may be above [***]% up to [***]%. US$ [***]/DMT shall be deducted for every 0.10% that the final content may be above [***]% up to [***]%. US$ [***]/DMT shall be deducted for every 0.10% that the final content may be above [***]% up to [***]%. US$ [***]/DMT shall be deducted for every 0.10% that the final content may be above [***]% up to [***]%, andUS$ [***]/DMT flat shall be deducted if final content is equal to or greater than [***]% up to [***]%.

 

US$ [***]/DMT flat shall be deducted if final content is equal to or greater than [***]% up to [***]%.

 

Antimony:US$ [***]/DMT shall be deducted for every 0.01% that the final content may be above [***]%.

 

Bismuth:US$ [***]/DMT shall be deducted for every 0.01% that the final content may be above [***]% up to [***]%. US$ [***]/DMT shall be deducted for every 0.10% that the final content may be above [***]%.

 

For purposes of this fourth clause, any partial or fractioned quantity shall be applied proportionally to each item.

 

FIFTH: QUOTATIONAL PERIOD

 

For purposes of determining the price of the Product, at the Buyer’s choice, the quotational period (the “Quotational Period” or “QP”) applicable to each Monthly Quota of the Product shall be the average of the month of delivery (M); or the average of the fourth month following the month of delivery (M+4).

 

The Buyer shall state its option before M begins.

 

The Seller shall have the option to switch the above QP structure to the Month After the Month of Delivery (M+1) instead of the Month of Delivery (M). This option to be declared by Seller latest by June 30th 2024. On such case a net compensation of US$[***] per DMT shall apply in Buyer’s favor. Second QP for any over/under difference between provisional and final assays, to be agreed between the parties the week after the week of final assays are known.

 

 

Classified as: PRIVATE & CONFIDENTIAL

 

 

 

Seller shall declare the estimated weights, moistures and assays for the Payables for each Monthly Quota delivered hereunder prior to the first QP. The Partes shall agree on a second QP for any over/under difference between the declared and final assays the week following the week in which the final assays are known.

 

The Seller may set prices with respect to the Payables, by mutual agreement with the Buyer and under the procedure that the Parties may agree upon.

 

In case that the Product is delivered beyond the agreed times or specifications, the Buyer shall have the right to declare a new quotational period.

 

For the purposes of the application of this clause, e-mails shall be considered to be valid between the Parties provided that they are sent from and to any of the following addresses:

 

- For the Seller: [***]@auraminerals.com;
    [***]@auraminerals.com
- For the Buyer: [***]@trafigura.com
    [***]@trafigura.com

 

SIXTH: METHOD AND DATE OF PAYMENT

 

The Price of the Product shall be paid as follows:

 

a.First Provisional Payment:

 

The Buyer shall pay, up to 95% of the provisional value of the Product, upon delivery completion of the Monthly Quota at the designated warehouse against the presentation of the following documents:   

 

·Seller’s Provisional invoice using the average of the metal prices during the 5 LME/LBMA market business days prior to the invoice date.

·Provisional certificate of weights and moisture, if final certificates are not known, issued in accordance with the Seventh Clause.

·Seller’s Provisional certificate of assays.

·This duly signed Contract (prior to the start of the Effective Term).

 

b.Second Provisional Payment

 

A second provisional payment for 100% of the value of the Product shall be paid 40 days after the date of the First Provisional Payment, with payment being made 3 working days after receipt of invoice.

 

c.Payment Adjustments:

 

If at any time following the Buyer’s provisional payment and prior to presentation of any final invoice or credit note, the difference between the provisional payment(s) made and the value of shipment based on the metal prices averaged over the previous two calendar weeks (or – if the Quotational Period for

 

 

Classified as: PRIVATE & CONFIDENTIAL

 

 

 

any metal is already finished – then, for such metal, over such Quotational Period), is greater than [***]% of the provisional payment or US$ [***] (whichever is lower) (the “Difference”), then the Seller (if the value of such shipment has increased) or the Buyer (if the value of such shipment has decreased) (the “Owed Party”) shall have the right to request the other Party (the “Owing Party”) to pay such difference and the other Party shall pay such amount within 3 (three) Banking Days.

 

For this purpose, the Owed Party shall promptly issue to the Owing Party an additional provisional invoice (debit or credit note) based on latest known information and the metal prices averaged over the two previous calendar weeks (or final prices if known).

 

d.Final Payment:

 

The final payment shall be made by that party which owes the other as of 5 business days after the final elements have been known, having deducted all previous payments made to the Seller and all expenses made by the Buyer at the expense of the Seller, upon submission of the final invoice, debit or credit note.

 

All payments which shall be made by the Parties shall be made in U.S. dollars, or in pesos M.N., in accordance with the exchange rate published on the Official Gazette of the Federation the day on which the corresponding payment shall be made.

 

Subject to the approval of Buyer’s credit department and the guarantee of Seller’s parent company Aura Metals, Buyer will grant a revolving line of credit to Seller, for three (3) to six (6) months (the “Line of Credit”) for a maximum amount of US$10,000,000,000.00 at a 3 Month SOFR interest rate plus 3-4% per annum. The Credit Facility shall be renewable during the Effective Term, subject to final Buyer’s approval.

 

SEVENTH: WEIGHTING, SAMPLING AND MOISTURE DETERMINATION

 

Weighting, sampling and moisture determination operations shall be performed at the warehouse of Impala Terminals Mexico, S.A. de C.V., located in Manzanillo, Colima, as established and in accordance with the regulations and standards applicable to this type of operations. In the event that these operations are carried out in Guaymas, the SOP will be mutually agreed between the Parties prior to the start of the operations.

 

The operations mentioned in the above paragraph shall be performed by personnel of the company Impala Terminals Mexico, S.A. de C.V. in lots of 250 WMT max.

 

The Seller may appoint, at its own cost, an internationally recognized laboratory as a representative during weighting, sampling and moisture determination operations. The fact that the Seller is not represented during weighting, sampling and moisture determination operations shall not affect the validity thereof.

 

Wet weight determination, sample preparation and moisture determination shall be conducted at the designated warehouse or at the shipping port, and shall be final, definitive, mandatory and unappealable to the Parties to all effects of this Contract and will be distributed as follows:

 

-2 sets for Buyer

-2 sets for Seller

-2 sets for Buyer’s receiver (if necessary)

 

 

Classified as: PRIVATE & CONFIDENTIAL

 

 

 

-2 sets for umpire

 

A deduction of 0.20% of the net dry weight delivered shall be applied to the final weight.

 

EIGHTH: FINAL ASSAYS

 

Assays shall be made independently by each Party and the results of such assays shall be exchanged on a lot-by-lot basis for payable elements and on a monthly composite basis for penalty elements, on a mutually agreed date, but in any event not later than 45 calendar days after the assay samples are sealed and sent to the respective parties. Should the difference between the results of both Parties be not more than:

 

Cu: [***] %
Au: [***] gms/dmt
Ag: [***] gms/dmt
As: [***] %
Sb: [***] %
Bi: [***] %

 

then the exact mean of the two results shall be the final assay.

 

In the event that the difference between Seller’s and Buyer’s assay results exceeds the limits set out above then an umpire assay shall be made by one umpire laboratory for each Monthly Quota, which shall be one from the following list to be taken in rotation:

 

Alex Stewart (International) Corporation

20 Sefton Business Park

Aintree, Liverpool

Merseyside L30 1RD

Inglaterra

 

Alfred H Knight Group HQ (AHK UK)

Pegasus House

Kings Business Park

Prescot

Knowsley

L34 1PJ

UK

 

Bachelet Laboratories SA

Avenue du Pré-Aily 26

4031 Angleur (Liege)

Bélgica

 

Laboratory Services International B.V.

Geyssendorfferweg 54

3088 GK

Rotterdam

Holanda

 

 

Classified as: PRIVATE & CONFIDENTIAL

 

 

 

SGS Nederland B.V.

Mineral Services

Malledijk 18 /PO Box 200

3208 LA /3200 AE

Spijkenisse

The Netherlands

 

Any supervision company appointed as a surveyor or representative to observe weighing and sampling operations shall be excluded from acting as umpire for that Monthly Quota.

 

Should the umpire assay fall between the results of the two Parties, the arithmetical mean of the umpire assay and the assay of the Party whose results are nearer to the umpire’s shall be taken as the agreed assay. If the umpire assay is the exact average of the exchanged analyses or coincides with one of them, the umpire assay shall be definitive.

 

Should the umpire assay fall outside the exchanged results, the analysis of the Party that is closest to the umpire assay shall be taken as definitive.

 

The cost of the umpire assay shall be borne by the Party whose result is farthest from the umpire result. The cost of the umpire assay shall be borne equally by both Parties when the umpire assay is the exact mean of the exchanged results.

 

NINTH: TRANSFER OF OWNERSHIP AND PRODUCT RISK

 

Title deed to, and risk over the Product shall pass from Seller to Buyer upon delivery in the warehouse designated in the third clause of this Contract. Delivery shall be considered finalized when the Product is unloaded in the abovementioned warehouse.

 

TENTH: ARBITRATION

 

The Parties agree that any controversy, dispute or claim arising from or related to this Contract, as well as any case of breach, rescission, termination or invalidity thereof, which cannot be resolved directly and amicably by the Parties, shall be resolved through an arbitration proceeding, which shall be carried out by an Arbitration Court subject to the regulations of the Arbitration Center of Mexico (“ACM”), which procedural rules shall be applicable to the arbitration proceeding which may be filed. The arbitration shall be held in the city of Mexico, Federal District and shall be conducted in Spanish.

 

The Arbitration Court shall be made up of 3 (three) members with experience in the mining industry. Each party shall appoint 1 (one) arbitrator; and the third arbitrator, who shall chair the court, shall be appointed by the other 2 (two) arbitrators by mutual agreement. If such agreement was not possible in a maximum term of 10 (ten) calendar days, the third arbitrator shall be appointed by the ACM.

 

In the unlikely case that it is necessary to enforce the arbitration award, the Judge of the domicile of the losing party shall be competent. The expenses, costs and charges of the arbitration shall be borne by the party not favored by the arbitration award.

 

 

Classified as: PRIVATE & CONFIDENTIAL

 

 

 

ELEVENTH: ASSIGNMENT

 

Neither Party may assign, in whole or in part, the rights or obligations under this Contract without having the previous and written consent of the other Party, which may not be unreasonably withheld.

 

Nothwithstanding the foregoing, either Party is expressly authorized to assign, in whole or in part, the rights and the obligations derived from this Contract to any of its affiliates or subsidiaries. In the event of such assignment, the assigning Party shall notify the other Party of such assignment.

 

TWELFTH: CONTRACT RESCISSION

 

Strictly without prejudice to the rights and remedies of the parties in law, the Parties shall have the following additional rights and remedies upon the occurrence of an event of default.

 

For the purposes of this clause, an event of default (“Event of Default”) shall mean any of the following:

 

(i)The failure of either Party to comply with any material terms under this Contract and such failure remains uncured for 3 (three) Business Days following written notice from the other Party thereof;

 

(ii)If a Party incurs or any cause for termination or early termination occurs under any other contract with the other Party or any of its Affiliates, especially a Loan Contract, if applicable;

 

(iii)The inability or admitted inability or declared inability of a Party to pay its debts as they fall due or if the value of a Party’s assets is at any time less than the amount of its liabilities (taking into account contingent and prospective liabilities);

 

(iv)If any Party (a) enters into a preventive agreement or any general agreement for the benefit of creditors; (b) files a petition or initiates, authorizes or consents in any way to the initiation of a process or cause of action under a bankruptcy, insolvency or similar law for the protection of creditors, or having filed a petition of this nature, and such petition is not withdrawn or revoked during the thirty (30) calendar days following such filling; (c) enters into bankruptcy or other insolvency proceedings (in whatever form this becomes evident); (d) is unable to pay its debts when due, enters into a a suspension of payments or moratorium on its obligations, enters into bankruptcy, is subject to liquidation or dissolution proceedings or the appointment of an administrator, inspector, conciliator, trustee, custodian, liquidator, or other similar officer;

 

Upon the occurrence of an Event of Default with respect to a Party (the “Defaulting Party”), the other Party (the “Non-Defaulting Party”) may in its sole and absolute discretion and notwithstanding any implied terms arising by virtue of prior contrary course of dealing or rule of law or doctrine to the contrary:

 

(i)Notify the Defaulting Party of a delivery termination date (which shall be no earlier than the date of such notice and no later than thirty (30) days after the date of such notice) on which the delivery in respect of which the Event of Default has occurred shall terminate, without the need for a court or abitral award, the obligations of the Non-Defaulting Party with respect to a specific delivery of Product in respect of which the Event of Default has occured (the “Delivery Termination Date”); and/or

 

 

Classified as: PRIVATE & CONFIDENTIAL

 

 

 

(ii)Notify the Defaulting Party of a contract termination date (which shall be no earlier than the date of such notice and no later than 30 days after the date of such notice) on which this Contract and the transactions contemplated hereunder shall terminate, without the need for a court or arbitral award, (the “Contract Termination Date”); and/or

 

(iii)The Non-Defaulting Party may immediately or at any time thereafter settle and terminate any or all of the contracts then in force between the Parties, with the time limits granted being accelerated and all amounts due to the Non-Defaulting Party under such contracts being immediately due; and/or

 

(iv)The Non-Defaulting Party may withhold any payment due to the Defaulting Party until the cure of such Event of Default or permanently upon termination of the Contract; and/or

 

(v)The Non-Defaulting Party may suspend the performance of its obligations under this contract until the cure of such Event of Default or permanently in case of termination of the Contract.

 

If a notice of a Delivery Termination Date or a Contract Termination Date (conjointly a “Termination Date”) is given under this clause: (i) the Termination Date will occur on the designated date whether or not the relevant Event of Default is then continuing; and (ii) any accrued rights or obligations that have arisen prior to the Termination Date shall not be affected.

 

THIRTEENTH: TAXES

 

The Seller is required to transfer and clearly express the VAT (Value Added Tax) on the invoice issued to the Buyer. The Buyer will be obliged, in accordance with clause fourth, to pay the price of the Product against presentation by the Seller of the invoice as the case may be, plus VAT or any other applicable tax according to applicable law.

 

The applicable Taxes for operations performed abroad by the Buyer will at its own cost.

 

Likewise, the Seller undertakes to comply with its tax obligations within the deadlines and applicable form in the matter of filing and payment of federal tax returns, filing informative returns, issuing digital tax receipts online. In order to prove this obligation, the Seller must submit the following documents to the Buyer monthly:

 

1.“Positive Certificate of compliance with Tax obligation” (“Opinión del cumplimiento de obligaciones fiscales en sentido positivo”) issued by the Tax Administration Service (Servicio de Administración Tributaria) in accordance with rule 2.1.39. of the Miscellaneous Fiscal Resolution or any resolution that replaces it.

2.“ACKNOWLEDGMENT OF RECEIPT PROVISIONAL OR DEFINITIVE FEDERAL TAX DECLARATION” (“ACUSE DE RECIBO DECLARACIÓN PROVISIONAL O DEFINITIVA DE IMPUESTOS FEDERALES”) for the immediately preceding month. In the event of a chargeable tax, the Seller shall provide a Federal  Tax Payment Receipt issued by the corresponding credit institution.

3.Acknowledgment of Acceptance of the Informative Declaration of Operations with Third Parties (Acuse de Aceptación de la Declaración Informativa de Operaciones con Terceros) for the immediately preceding month including the registration made in such declaration that corresponds to the operations carried out with the Buyer in said month.

 

 

Classified as: PRIVATE & CONFIDENTIAL

 

 

 

4.Online Digital Tax Vouchers (Comprobantes Fiscales Digitales por Internet) issued in accordance with the applicable regulations, including the Proof of Receipt of Payment.

 

FOURTEENTH: ACT OF GOD OR FORCE MAJEURE

 

Neither party shall be responsible before the other for the breach of any of its obligations acquired pursuant to this Contract, when it is directly derived from an event of act of God or force majeure, including but not limited to the cases of: fires, earthquakes, mudslides, landslides, flooding, or any natural catastrophe, pandemic or epidemic, expropriation, labor strikes, wars, any type of blockage, strikes of any kind which may affect the facilities and operations of the Parties, as well as new regulations, decrees, laws or any type of rule, which may restrict or affect the compliance with this Contract or the export and customs paperwork of the Product by the corresponding Party in accordance with this Contract, as well as other causes similar to any of the above which may be beyond the control of the affected party.

 

The terms of this Contract and the obligations of each one of the Parties shall be suspended for as long as the event of act of God or force majeure may last, on the understanding that this Contract shall be extended for a period equal to that of the duration of such event. In case that the suspension exceeds the term of 90 (ninety) calendar days, the party which has not formally stated the breach due to causes of force majeure shall have the right to terminate this Contract and to cancel, in whole or in part, the pending Product quantity.

 

In case that the Seller, due to an event of act of God or force majeure, is compelled to stop producing the Product, it commits to make their best effort to deliver all the Product that it may have at that time and to delivering it to the Buyer if so requested by the latter. Moreover, it commits to refunding any debt that it may have pending with the Buyer, in a period not above 15 (fifteen) calendar days.

 

In case that an event of act of God or force majeure occurs, the Parties shall notify its start and end to the other party within 48 (forty-eight) hours after occurrence of one or the other, in writing. Besides, the affected Partyshall clearly describe the respective event and the measures to remedy it.

 

No act of God or force majeure may be declared for any Product Quantity for which the prices of the respective contents have already been set, and no act of God or force majeure may be declared for any Product that has been loaded onto trucks for delivery to the Buyer.

 

Any Party economic inability to comply with its obligations, as well as the adverse variation of prices, shall not be considered as events of force majeure.

 

FIFTEENTH: QUOTATION SUSPENSION

 

The metal price and the currency quotation specified in this Contract are the general quotations used for the price of the metal content in concentrates.

 

In case that one of these price quotations stops existing or being published, or stops being recognized as the basis for concentrate contracts, with the requirement of any of the Parties, Buyer and Seller shall meet to agree on a new price base and the date to execute such base. The basic objective shall be to ensure the continuity of a fair price.

 

 

Classified as: PRIVATE & CONFIDENTIAL

 

 

 

SIXTEENTH: LABOR RELATIONS

 

It is expressly established by the Parties that the relationships between them, derived from this Contract, are exclusively commercial, and that there is no labor relationship between the Buyer and the workers, or the personnel of the Seller. Therefore, contractual relationships shall only be governed by the rules of the Civil Federal and Commercial Codes.

 

Each Party shall be solely responsible for the labor and social security obligations with the workers or employees that it may hire to fulfill the subject matter of this Contract. Therefore, it shall in no case allow the other Party to be considered an intermediaryandshall release and hold the Buyer harmless from any claim or lawsuit which may be filed against it.

 

Furthermore, the Seller is solely responsible for the labor obligations of the personnel that it may hire. Therefore, in case that such personnel file any claim or lawsuit through these proceedings, the Seller undertakes to hold the Buyer harmless from and to cover all the expenses that the latter may generate for this purpose.

 

SEVENTEENTH: MODIFICATIONS

 

Any modification to the terms and conditions of this Contract shall only be valid and come into effect to the extent that both Parties previously agree and in writing such modification or modifications through the entering into of a Modifying Agreement or Addendum, which shall be added to this Contract so that it forms an integral part thereof, duly signed by each one of the Parties.

 

EIGHTEENTH: LICENSES AND AUTHORIZATIONS

 

The Seller states that it has all those permits, licenses, and/or authorizations necessary to the extraction, processing, beneficiation, and/or commercialization, export and transportation of the Product, including but not limited to:

 

·The mining concession title(s) in force for the exploration and exploitation of the mining lot or lots, from which the Product is extracted, or in its case, the contract with the holder of the mining concession for the exploration, exploitation and/or commercialization of the Product.

·Title deed or any legal act by which the Seller is granted the use and enjoyment, temporary or permanent, of the surface land in which the mining lot, from which the Product is extracted, is located.

·Environmental impact manifestations and all kinds of permits and licenses from environmental authorities applicable to the activities that they Seller may carry out.

·Operating licenses, explosive permit, special import and/or export lists, and all the other licenses and permits which may be applicable.

 

The Seller also undertakes to keep in force and in order the permits, licenses and authorizations, in accordance with this clause.

 

 

Classified as: PRIVATE & CONFIDENTIAL

 

 

 

In addition, the Seller declares to be duly registered in the Sectorial Exporter’s Register “9” of Annex 10 of the General Rules of Foregin Trade (“Padrón de Exportadores Sectorial “9” del Anexo 10 de las Reglas Generales de Comercio Exterior”).

 

On the other hand, the Buyer states entering into this Contract in good faith, under the assumption that the Seller is fully complying with all applicable regulations.

 

Moreover, the Seller agrees to comply with the provisions of Annex I of this Agreement.

 

NINETEENTH: RESPONSIBILITY FOR THE PRODUCT

 

In accordance with the eighteenth clause, the Seller states that it is duly authorized to sell the Product subject matter of this Contract, so under oath, the Seller states that:

 

a.The Product is of its property and has been obtained and/or processed legally.

b.Consequently, it assumes, before the Buyer, all the Legal and Economic Responsibility derived from any illegality in the origin, extraction, processing, beneficiation, quality, quantity, commercialization, transportation and others, which may affect the Product by virtue of this Contract, assuming in turn all Responsibility derived from the violation of any provision contained in the Mining Law or whichever other legal provisions applicable in the United Mexican States.

c.It commits to holding the Buyer harmless from any claim, lawsuit or suit, as well as to the payment of damages and to refunding it any expense that it may incur and which may result in relation to the defense that the Buyer should make, of its rights as the owner of the Product.

d.It undertakes to provide, without restrictions, all the documentation which may be required to it to solve any assumption mentioned above.

 

TWENTIETH: LIMITATION OF LIABILITY

 

None of the Parties shall be liable for any indirect or consequential effect for the damages, losses or prejudices of any nature, not in connection with the Parties and with what was agreed upon in this Contract.

 

The Parties agree that the Buyer’s liability shall in no case exceed the value of the Product at the time of the delivery thereof.

 

TWENTY-FIRST: LACK OF VICES

 

The Parties state and recognize that, in this Contract, there is no fraud, error, bad faith, injury or mental mistakes, and that they have stated their free consent with regard to the purpose of the Contract, as well as all the stipulations agreed upon in it.

 

TWENTY-SECOND: COMPENSATIONS

 

The Seller hereby expressly authorizes the Buyer or any of its affiliates and subsidiaries to compensate any debt by the Seller or its respective affiliates or subsidiaries, derived from it or from any existing contract or legal act.

 

 

Classified as: PRIVATE & CONFIDENTIAL

 

 

 

TWENTY-THIRD: NOTICES

 

All communications, notices and notifications between the Parties shall be made in writing and shall be sent to the addresses established for such purpose in the statements of this Contract, except that the change of these addresses is notified through a written notice.

 

TWENTY-FOURTH: HEADINGS

 

The headings of the different clauses of this Contract are for reference purposes only and do not modify, define or limit in any manner the terms, conditions or provisions contained herein.

 

TWENTY-FIFTH: INDEPENDENCE

 

In case that any provision of the Contract is considered invalid or could not be fulfilled, such event shall not be a reason to interpret that any other provision of this Contract is invalid or impossible to fulfill. Therefore, all the other provisions shall remain in full force and effect, except that those provisions considered invalid or impossible to fulfill.

 

TWENTY-SIXTH: PRIORITY

 

The Parties agree that the provisions contained in this Contract shall prevail over those stipulations, conditions, commitments and terms established in any other document or annex that could exist in relation to this instrument, in case that there was any discrepancy or contradiction between one and the others.

 

TWENTY-SEVENTH: APPLICABLE LAW AND JURISDICTION

 

For the interpretation, compliance or execution of this Contract, the Parties state that they expressly submit themselves to the laws of Mexico, and in relation to the validity and annulment of the arbitration clause, the Parties agree to submit themselves to the courts of Mexico City, Federal District. Therefore, they expressly waive any other jurisdiction that may correspond to them based on their domicile, present or future, or for any other reason.

 

TWENTY-EIGHT: ANTI-BRIBERY AND ANTI-CORRUPTION

 

Seller and Buyer respectively warrant and undertake to the other that in connection with this Contract:

 

a.it has implemented adequate internal procedures designed to ensure it shall not authorise the giving or offering of any financial or other advantage with the intention of inducing or rewarding an individual or entity to improperly perform an activity undertaken in the course of an individual’s employment or connected to an entity’s business activities (the “Anti-Corruption Controls”); and

 

b.it has not authorised and it will not authorise, in connection with the performance of this Contract, any financial or other advantage to or for the benefit of any public official, civil servant, political party, political party official, candidate for office, or any other public or private individual or entity where such authorisation would violate the Anti-Corruption Controls.

 

 

Classified as: PRIVATE & CONFIDENTIAL

 

 

 

In the event of any breach of the warranties and undertakings in clauses a. and b. above, the non-breaching party may terminate this Contract with immediate effect upon written notice to the other party. This shall be the sole remedy available for a breach of the warranties and undertakings in clauses a. and b. above.

 

TWENTY-NINTH: SANCTIONS

 

A.It is agreed that all activities contemplated by the Parties pursuant to this Contract will be performed in conformity with and shall not be prohibited by Sanctions and/or laws if and to the extent applicable.

 

Notwithstanding any other provision of this clause or any other clause or provision to the contrary in this Contract, neither Party shall be required to do anything under this Contract which constitutes a violation of, or would be in contravention of, or would expose it to the risk of designation pursuant to any Sanction applicable to it.

 

B.If, at any time during the term of this Contract any Sanctions are changed, or new Sanctions are imposed or become effective, or there is a change in the interpretation of Sanctions, which would:

 

(a)expose a Party to the risk of designation or to other punitive measures by a Sanctions authority; or

(b)materially affect a Party’s performance of this contract including but not limited to:

(i)its ability to take or make delivery or make or receive any payments as may be required in the performance of this Contract or to insure or transport the goods to be delivered by the seller to the buyer; or

(ii)importing the goods into the country of destination; or

(c)       cause either: 

a curtailment, reduction in, interference with, failure or cessation of supply of goods from any of the Seller’s or Seller’s suppliers’ sources of supply; or 

(i)a refusal to supply such goods by any such supplier,

then notwithstanding any clause or provision to the contrary in this Contract, such Party may, by written notice to the other Party, (i) suspend performance until such time as the notifying Party may lawfully perform this Contract and/or (ii) terminate this Contract, in each event, without any further obligation or liability by either Party, save for any accrued rights and remedies.

 

C.Obligations to make or receive payment which arose before, or as a consequence of termination shall remain in effect but shall be subject to suspension to the extent required by part A of this clause.

 

Sanctions” means economic or financial sanctions or trade embargoes or trade restrictions or similar or equivalent restrictive measures imposed, administered, enacted or enforced from time to time by the UN, EU or US or other applicable sanctions authority.

 

 

Classified as: PRIVATE & CONFIDENTIAL

 

 

 

THIRTY: LANGUAGES

 

The Parties sign and approve this Contract in the English and Spanish languages. The Parties agree that in the event of discrepancy between the two versions, the Spanish version shall prevail.

 

THIRTY-FIRST: NOTICES

 

Any notice, communication or notification given by the Parties under this Contract, shall be deemed valid and sufficient if delivered personally by mail, courier or e-mail, to the address set forth below or such other address as either Party may inform the other in writing. All notices shall be effective upon receipt.

 

All notices, requests and other communications hereunder shall be addressed:

 

If to Buyer:

TRAFIGURA MÉXICO, S.A. DE C.V.

Av. Reforma, No. 116, Despacho 2102

Lomas de Chapultepec

Delegación Miguel Hidalgo

México D.F. 11000, México

Juan Antonio Moran y Zavala,

email: [***]@trafigura.com

If to Seller:

ARANZAZU HOLDING, S.A. DE C.V.

Boulevard Luis Donaldo ColosioNo 5560, Local 17, Colonia Las Torrecillas. C.P. 25298Saltillo,

Coahuila, Mexico

Henrique Rangel da Silva Rodrigues,

email: [***]@auraminerals.com;

Glauber Luvizotto,

email: [***]@auraminerals.com

 

After this Contract was read by the Parties intervening in it and after being informed about the legal scope of its content, they proceed to ratify and sign it in duplicate at the bottom of each one of its pages, in Mexico City, on 21st May 2024.

 

 

*signature page follows*

 

Classified as: PRIVATE & CONFIDENTIAL

 

 

 

TRAFIGURA MÉXICO, 

S.A. DE C.V. 

 

ARANZAZU HOLDING,

S.A. DE C.V.,

     
     
     
/s/ Juan Antonio Moran y Zavala    /s/ Alejandro Hernandez Munoz
Juan Antonio Moran y Zavala   Alejandro Hernandez Munoz
Legal Representative   Legal Representative

 

 

 

 

Exhibit 10.3

 

Free English Translation

  

 

PRIVATE DEED OF THE 2ND (SECOND) ISSUE OF SIMPLE DEBENTURES, NOT CONVERTIBLE INTO SHARES, OF THE TYPE WITH REAL GUARANTEE, WITH ADDITIONAL FIDUCIARY GUARANTEE, IN A SINGLE SERIES, FOR PUBLIC DISTRIBUTION, REGISTERED UNDER THE AUTOMATIC RITE, OF AURA ALMAS MINERAÇÃO S.A.

 

 

 

 

between

 

 

 

 

AURA ALMAS MINERAÇÃO S.A.,

as Issuer,

 

 

 

 

AURA MATUPÁ MINERAÇÃO LTDA.

as Guarantor and Consenting Party

 

 

 

 

and

 

 

 

 

OLIVEIRA TRUST DISTRIBUIDORA DE TÍTULOS E VALORES MOBILIÁRIOS S.A.,

as Fiduciary Agent, representing the community of Debenture Holders

 

 

 

Dated

September 08, 2024

 

 

 

1 

 

PRIVATE DEED OF THE 2ND (SECOND) ISSUE OF SIMPLE DEBENTURES, NOT CONVERTIBLE INTO SHARES, OF THE TYPE WITH REAL GUARANTEE, WITH ADDITIONAL FIDUCIARY GUARANTEE, IN A SINGLE SERIES, FOR PUBLIC DISTRIBUTION, REGISTERED UNDER THE AUTOMATIC RITE, OF AURA ALMAS MINERAÇÃO S.A.

 

I.    Hereby, as issuer and offeror of the debentures covered by this Deed of Issue:

 

AURA ALMAS MINERAÇÃO S.A., a publicly traded company, category "B" before the Brazilian Securities and Exchange Commission ("CVM"), in operational phase, headquartered in the City of Almas, State of Tocantins, at Fazenda Mateus Lopes, S/N, Zona Rural, CEP 77310-000, registered with the National Register of Legal Entities of the Ministry of Finance ("CNPJ") under No. 08.213.823/0001-07, with its articles of incorporation registered with the Commercial Registry of the State of Tocantins ("JUCETINS") under NIRE 17.300.009.423 ("Issuer"), hereby represented in accordance with its bylaws; and

 

II.    as fiduciary agent, appointed in this Deed of Issue, representing the community of holders of the Debentures (as defined below) ("Debenture Holders" and, individually, "Debenture Holder"):

 

OLIVEIRA TRUST DISTRIBUIDORA DE TÍTULOS E VALORES MOBILIÁRIOS S.A., a corporation , headquartered in the city of São Paulo, State of São Paulo, at Avenida das Nações Unidas, nº 12.901, 11º andar, conjuntos 1101 e 1102, Torre Norte, Centro Empresarial Nações Unidas (“CENU”), Brooklin, CEP 04.578-910, registered with the CNPJ under nº 36.113.876/0004-34 ("Fiduciary Agent"), hereby represented in the form of its, as fiduciary agent for this issue.

 

III.    as real guarantor and consenting party:

 

AURA MATUPÁ MINERAÇÃO LTDA., a limited liability company, headquartered in the municipality of Guarantã do Norte, state of Mato Grosso, at Rua Quatro, nº 205, quadra 19, lote 09, CEP 78.520-000, registered with the CNPJ under number 17.708.824/0001-13 with its articles of incorporation registered with the Commercial Registry of the State of Mato Grosso ("JUCEMAT") under NIRE number 51.201.368.597, hereby represented in the form of its articles of incorporation ("Guarantor").

 

The Issuer, the Fiduciary Agent and the Guarantor being hereinafter jointly referred to as the "Parties" and, individually and indistinctly, as the "Party," hereby enter into this "Private Deed of the 2nd (Second) Issue of Simple Debentures, Non-Convertible into Shares, of the Type with Real Guarantee, with Additional Fiduciary Guarantee, in a Single Series, for Public Distribution, Registered under the Automatic Rite, of Aura Almas Mineração S.A." ("Deed of Issue"), in accordance with the following clauses and conditions.

 

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CLAUSE I - AUTHORIZATIONS

 

1.1. Authorization of the Issue by the Issuer

 

1.1.1.    This Deed of Issue is entered into on the basis of the Extraordinary General Meeting of the Issuer, held on September 8, 2024 ("Corporate Approval of the Issuer"), at which resolutions were passed and approved: (a) the Issue and the Offering (as defined below), as well as its main terms and conditions; (b) the granting of the Issuer's Mining Rights Pledge and the execution of the Issuer's Mining Rights Pledge Agreement, under Suspensive Condition (as defined below); (c) the execution of the Fiduciary Sale of Shares Agreement, under Suspensive Condition; (d) authorization to grant powers of attorney on behalf of the Fiduciary Agent, on an irrevocable and irreversible basis, within the scope of the Issuer's Mining Rights Pledge Agreement (as defined below) and the Fiduciary Share Alienation Agreement (as defined below), for the term to be determined in the respective agreements; (e) the express authorization to the Issuer's board of directors to perform all acts, take all steps and adopt all measures necessary for the formalization, effectiveness and administration of the resolutions taken in the Issuer's Corporate Approval, including the signing of any and all documents related to the Issue and the Offering, including, but not limited to, this Issue Deed, the Distribution Agreement (as defined below), the Real Guarantee Agreements (as defined below) and any amendments to such instruments (if necessary), and the contracting of the service providers necessary for the implementation of the Issue and the Offer; and (f) the ratification of all decisions taken by the Issuer's board of directors in relation to items "(a)" to "(f)" above, all in accordance with the provisions of article 59, caput and §1º, of Law no. 6.404 of December 15, 1976, as amended ("Brazilian Corporate Law").

 

1.2. Authorization from the Guarantor

 

1.2.1.    At a shareholders' meeting held on September 8, 2024 ("Corporate Approval of the Guarantor"), the Guarantor approved (a) the granting of the Guarantor's Mining Rights Pledge and the execution of the Guarantor's Mining Rights Pledge Agreement (as defined below); (b) the execution of the Quota Fiduciary Alienation Agreement (as defined below); (c) the granting of powers of attorney on behalf of the Fiduciary Agent, on an irrevocable and irreversible basis, within the scope of the Guaranteeing Company's Mining Rights Pledge Agreement and the Quota Fiduciary Alienation Agreement; (d) the execution of any and all documents related to the Issue, including, but not limited to, the signing of this Issue Deed and the assumption of the other obligations provided for herein and in the other Offer Documents; and (e) the ratification of any and all acts already carried out by the management of the Guarantor in relation to items (a) to (e) above.

 

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1.3. Authorization from the Issuer's Shareholders and the Guarantor's Quotaholders

 

1.3.1.    Growth Investment Solutions LLC, a company organized and existing under the laws of the State of Delaware, registered with the CNPJ under No. 10.753.182/0001-25 ("Growth Investment"), will approve, under the terms of its articles of incorporation, (a) the granting of the Fiduciary Sale of Shares and the execution of the Fiduciary Sale of Shares Agreement (as defined below); and (b) the granting of the Fiduciary Sale of Shares and the execution of the Fiduciary Sale of Shares Agreement, under Suspensive Condition.

 

1.3.2.    Aura Minerals Inc, a company organized and existing under the laws of the British Virgin Islands, registered with the CNPJ under No. 07.857.093/0001-14 ("Aura Minerals"), will approve, under the terms of its articles of incorporation, (a) the granting of the Fiduciary Sale of Shares and the execution of the Fiduciary Sale of Shares Agreement; (b) the granting of the Fiduciary Sale of Shares and the execution of the Fiduciary Sale of Shares Agreement, under Suspensive Condition; and (c) the granting of the Foreign Corporate Guarantee.

 

CLAUSE II - REQUIREMENTS

 

2.1.    The second (2nd) issue of simple debentures, not convertible into shares issued by the Issuer, of the type with real guarantee, with additional fiduciary guarantee, in a single series ("Issue" and "Debentures," respectively), for public distribution, registered under the automatic rite, pursuant to CVM Resolution No. 160, of July 13, 2022, as amended ("Offering" and "CVM Resolution 160," respectively) and this Deed of Issue, will be carried out in compliance with the following requirements.

 

2.2. Filing with the Board of Trade and Publication of Corporate Approvals

 

2.2.1.    Pursuant to item "I" of article 62 of the Brazilian Corporation Law, the minutes of the Issuer's Corporate Approval shall be duly filed with JUCETINS and published in the Issuer's Publication Journal (as defined below), pursuant to item "I" of article 289 of the Brazilian Corporation Law, without prejudice to the Issuer complying with other requirements that may be regulated by the CVM, pursuant to paragraph 5 of article 62 of the Brazilian Corporation Law.

 

2.2.2.    The minutes of the Corporate Approval of the Guarantor will be duly filed with JUCEMAT and published in the newspaper "Diário de Cuiabá" ("Guarantor's Publication Newspaper" and, together with the Issuer's Publication Newspaper, the "Publication Newspapers"), in accordance with the legislation in force.

 

2.2.3.    The Corporate Approval of the Issuer and the Corporate Approval of the Guarantor, as well as any other corporate acts related to the Issue and the Debentures that may be carried out after the registration of this Issue Deed with JUCETINS, shall also be (a) filed with the competent commercial registry within five (5) Business Days of their completion; and (b) published in the Publication Newspapers, as applicable, within five (5) Business Days as from their execution, observing that one (1) electronic copy (PDF) of the Corporate Approvals and

 

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other corporate acts must be sent to the Fiduciary Agent within five (5) Business Days after the date of effective filing of the corporate acts with the competent commercial registry.

 

2.3.    Filing of the Deed of Issue and Its Amendments with the Board of Trade

 

2.3.1.    Unless otherwise regulated by the CVM, pursuant to paragraph 5 of article 62 of the Brazilian Corporation Law, this Deed of Issue and any amendments thereto shall be filed with the JUCETINS by the Issuer within five (5) Business Days from the date of signature by all Parties. The Issuer shall deliver to the Fiduciary Agent one (1) original copy of this Deed of Issue and any amendments thereto filed with JUCETINS, within five (5) Business Days after the respective filing, without prejudice to the Issuer observing other requirements that may be regulated by the CVM, pursuant to paragraph 5 of article 62 of the Brazilian Corporation Law.

 

2.3.2.    This Deed of Issue will be amended to reflect the result of the Bookbuilding Procedure (as defined below), without the need for new corporate approval by the Issuer or a General Meeting of Bondholders (as defined below) ("Bookbuilding Amendment").

 

2.4. Registration of Collateral

 

2.4.1.    The Collateral Security Agreements (as defined below), as well as any subsequent amendments to these agreements, shall be entered into and registered with the competent registry offices and with the National Mining Agency ("ANM"), as applicable, as indicated and within the timeframe determined in the respective instruments, and the original copies (or, if applicable, the electronic copies, containing the digital seal of the respective registration) of the respective duly registered instrument shall be provided to the Fiduciary Agent, within the timeframes provided for in each Collateral Security Agreement (as defined below).

 

2.5.  Rite of Automatic Registration with the CVM and Exemption from Disclosure of Prospectus and Sheet

 

2.5.1.    The Offer will be registered with the CVM, pursuant to Law No. 6.385, of December 7, 1976, as amended ("Securities Market Law"), CVM Resolution 160 and other applicable legal, regulatory and self-regulatory provisions.

 

2.5.2.    The Offer is not subject to prior analysis by the CVM and its registration will be obtained automatically, under the terms of article 26, item V, paragraph "a" of CVM Resolution 160, as it is a public offering of securities of a company in the operational phase registered with the CVM and intended exclusively for Professional Investors (as defined below), subject to (i) the requirements listed in article 27, item "I", of CVM Resolution 160; and (ii) the exemption

 

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of preparation and presentation of the prospectus and the Offer sheet, in accordance with article 9, item "I", of CVM Resolution 160.

 

2.5.3.    In addition to the requirements and procedures listed in article 27 of CVM Resolution 160, the following documents must be disclosed on the websites of the Issuer, the Lead Manager (as defined below), B3 S.A. - Brasil, Bolsa, Balcão ("B3") and the CVM, the following documents: (i) the notice to the market of the Offering, pursuant to articles 13 and 57, paragraph 1 of CVM Resolution 160 ("Notice to the Market"), in order to broadly disclose the Offering and the application for automatic registration of the Offering; (ii) the announcement of the commencement of the Offering pursuant to articles 13 and 59, II, of CVM Resolution 160 ("Commencement Announcement"), in order to disclose the commencement of the distribution period of the Debentures; and (iii) the announcement of the closing of the Offering, pursuant to articles 13 and 76 of CVM Resolution 160 ("Closing Announcement"), in order to disclose the result of the Offering and the distribution of all the Debentures.

 

2.6.  Registration with the Brazilian Association of Financial and Capital Market Entities ("ANBIMA")

 

2.6.1.    The Offering shall be registered with ANBIMA, to be included in its database, within a maximum period of seven (7) days as from the date of disclosure of the Closing Announcement, pursuant to article 15 of the "Rules and Procedures for Public Offerings", in force since July 15, 2024 ("ANBIMA Rules and Procedures"), an integral part of “ANBIMA's Self-Regulatory Code for the Structuring, Coordination and Distribution of Public Offerings of Securities and Public Offerings for the Acquisition of Securities", in force since July 15, 2024, by sending the documentation described in articles 17 and 18 of ANBIMA's Rules and Procedures.

 

2.7. Offer Documents

 

2.7.1.    For the purposes of this Deed of Issue and the Offer, the following documents shall be deemed to be the "Offer Documents": (i) this Deed of Issue; (ii) the Commencement Announcement; (iii) Closing Announcement; (iv) application for registration of the Offer; (v) Notice to the Market; (vi) the Distribution Agreement (as defined below); (vii) the investment intentions collected within the scope of the Bookbuilding Procedure; (viii) the Guarantee Agreements, subject to the provisions of Clause 4.16 below; (ix) any other documents containing information that may influence the investment decision; and (x) any additions or supplements to the documents mentioned above.

 

2.8. Deposit for Distribution, Trading and Financial Settlement

 

2.8.1. The Debentures will be deposited to:

 

(a)    public distribution on the primary market through the MDA - Asset Distribution Module ("MDA"), managed and operated by B3, with the distribution being financially settled through B3; and

 

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(b)    trading in the secondary market through CETIP21 - Títulos e Valores Mobiliários ("CETIP21"), managed and operated by B3, with trades being financially settled and the Debentures held in electronic custody at B3. Alternatively, the Debentures may be kept on record with the Bookkeeper (as defined below).

 

2.9.  Restriction on Trading the Debentures in the Secondary Market

 

2.9.1. The Debentures may only be traded among (a) Professional Investors, as of the distribution date; (b) Qualified Investors (as defined below), after six (6) months have elapsed since the closing date of the Offering, pursuant to article 86, item "II", paragraph "a" of CVM Resolution 160; and (c) the general investing public, after one (1) year has elapsed since the closing date of the Offering, pursuant to article 86, item "II", paragraph "b" of CVM Resolution 160. For the purposes of this Issue Deed, "Qualified Investor(s)" are those investors referred to in article 12 of CVM Resolution 30.

 

CLAUSE III - CORPORATE PURPOSE OF THE ISSUER AND CHARACTERISTICS OF THE ISSUE

 

3.1. Corporate Purpose of the Issuer

 

3.1.1.    The Issuer's corporate purpose is the (a) exploration, prospecting, industrialization and commercialization of minerals of any nature; (b) import and export of goods and products related to the main activity; (c) exploration and exploitation of mineral deposits throughout the national territory; and (d) participation in other companies, as a partner, shareholder or quotaholder.

 

3.2. Allocation of Resources

 

3.2.1.    The net funds raised by the Issuer through the Issue will be used to reinforce the Issuer's cash flow and ordinary business management.

 

3.2.2.    The Issuer shall send to the Fiduciary Agent a statement on letterhead and signed by a legal representative, attesting to the allocation of the net proceeds of this Issue, including the costs incurred with the expenses arising from the Issue, on an annual basis, as from the Issue Date, within sixty (60) days of the end of each financial year, until all the funds have been allocated or on the Maturity Date, whichever occurs first, and the Fiduciary Agent may request from the Issuer any clarifications and additional documents that may be necessary.

 

3.2.3. For the purposes of Clause 3.2.1 above, "net funds" shall mean the funds raised by the Issuer, by means of the payment of the Debentures, excluding the costs incurred to pay expenses arising from the Offer.

 

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3.2.4.    Whenever requested in writing by authorities for the purposes of complying with the rules and requirements of regulatory and supervisory bodies, within ten (10) Business Days of receiving the request, or within a shorter period if so requested by any authority or determined by rule, the Issuer undertakes to send the Fiduciary Agent the documents which, at the discretion of the respective authorities or regulatory bodies, prove the use of the funds arising from the Debentures in the activities indicated above.

 

3.3.  Issue Number

 

3.3.1. This Deed of Issue constitutes the Issuer's 2nd (second) issue of debentures.

 

3.4.  Number of Series

 

3.4.1. The Issue will be carried out in a single series.

 

3.5.  Total Issue Value

 

3.5.1.    The total value of the Issue will be R$ 500,000,000.00 (five hundred million reais), on the Issue Date, distributed under a firm guarantee ("Total Value of the Issue").

 

3.6.  Placement and Distribution Procedure

 

3.6.1.    The Debentures will be the object of a public distribution offering, which will be subject to registration by the CVM through the automatic rite, pursuant to the Securities Market Law, CVM Resolution 160 and other applicable legal and regulatory provisions, and the "Coordination, Placement and Public Distribution Agreement under a Firm Placement Guarantee Regime, of the 2nd (Second) Issue of Simple Debentures, Not Convertible into Shares, of the Type with Real Guarantee, with Additional Fiduciary Guarantee, in a Single Series, of Aura Almas Mineração S.A." ("Distribution Agreement"), to be entered into between the Issuer, the Guarantor and a certain institution that is part of the securities distribution system ("Lead Coordinator"). ("Distribution Agreement"), to be entered into between the Issuer, the Guarantor and a certain institution that is part of the securities distribution system ("Lead Coordinator"), under the firm placement guarantee regime for the Total Amount of the Issue, as detailed within the scope of the Distribution Agreement.

 

3.6.2.    Under the terms of the Distribution Agreement, a procedure will be adopted to collect investment intentions, organized by the Lead Manager, without receiving reservations, without minimum or maximum lots, to verify, with Professional Investors, the demand for the Debentures and to define the final rate of remuneration applicable to the Debentures ("Bookbuilding Procedure"). The result of the Bookbuilding Procedure will be ratified by means of the Bookbuilding Amendment, pursuant to Annex II, prior to the Profitability Commencement Date, without the need for a new corporate resolution by any of the Parties or approval by the General Meeting of Debenture Holders.

 

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3.6.3.    The Lead Manager shall organize the distribution plan, which shall comply with the procedure described in article 49 of CVM Resolution 160, as provided for in the Distribution Agreement ("Distribution Plan"). The Debenture Distribution Plan shall be drawn up pursuant to article 49 of CVM Resolution 160 and as provided for in the Distribution Agreement. Each Professional Investor is hereby informed that: (i) the disclosure of a prospectus, a term sheet and the use of a document of acceptance of the Offer have been waived in order to carry out the Offer; (ii) the CVM has not carried out or will carry out an analysis of the Offer documents or their terms and conditions; and (iii) there are restrictions on the resale of debt securities, pursuant to Chapter VII of CVM Resolution 160.

 

3.6.4.    Pursuant to article 57, paragraph 1 of CVM Resolution 160, the Offering may only go to market from the date on which the Notice to the Market is published. In this case, given that the Offer will be subject to automatic registration and intended exclusively for Professional Investors, it must remain on the market for at least three (3) Business Days, under the terms of § 3 of article 57 of CVM Resolution 160.

 

3.6.5.    The Debentures may be distributed by the Lead Manager upon obtaining the registration of the Offer with the CVM and as from the date of disclosure of the Announcement of Commencement, pursuant to article 13 of CVM Resolution 160, with simultaneous sending by the Lead Manager of the electronic version of the Announcement of Commencement to the CVM and B3, pursuant to paragraph 2 of article 59 of CVM Resolution 160 ("Distribution Period").

 

3.6.5.1.    Pursuant to CVM Resolution No. 30, of May 11, 2021, as amended ("CVM Resolution 30"), and for the purposes of the Offering, "Professional Investors" shall be those defined under the terms of article 11 of CVM Resolution 30.

 

3.6.5.2.    The social security systems established by the Federal Government, the States, the Federal District or the Municipalities are only considered Professional Investors if they are recognized as such in accordance with specific regulations issued by the Ministry of Social Security.

 

3.6.6.    The Issuer shall refrain from publicizing the Offering during the period: (i) beginning on the earliest date between: (a) the moment on which the Offering was approved by the Issuer by means of a deliberative act; or (b) the thirtieth (30th) day prior to the filing of the application for registration of the Offering with the CVM; and (ii) ending on the date of disclosure of the Offering Closing Announcement, subject to the exceptions provided for in article 11, paragraph 2, and article 12, both of CVM Resolution 160.

 

3.6.7.    There will be no advance reservations, and the Lead Manager, in accordance with Clause 3.6.2 above, will organize the Debenture Distribution Plan under the terms of CVM Resolution 160, targeting Professional Investors.

 

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3.6.8.    There will be no preference for subscription of the Debentures by the Issuer's current shareholders.

 

3.6.9.    No liquidity support fund will be set up. A liquidity guarantee agreement may be signed for the Debentures, should the parties deem it necessary. There will also be no contract to stabilize the price of the Debentures on the secondary market.

 

3.6.10. Partial distribution of the Debentures will not be allowed.

 

3.7. Settlement and Bookkeeping Bank

 

3.7.1.    The settlement bank for this Issue will be Itaú Unibanco S.A., a financial institution with registered offices at Praça Alfredo Egydio de Souza Aranha, 100, Torre Olavo Setubal, CEP 04.344-902, City of São Paulo, State of São Paulo, registered with the CNPJ under number 60.701.190/0001-04 ("Settlement Bank", the definition of which includes any other institution that may succeed the Settlement Bank in providing settlement bank services within the scope of the Issue).

 

3.7.2.    The institution providing bookkeeping services for the Debentures will be Itaú Corretora de Valores S.A., a financial institution incorporated as a joint stock company, headquartered in the city of São Paulo, state of São Paulo, at Avenida Brigadeiro Faria Lima, nº 3.400, 3º andar, bairro Itaim Bibi, CEP 04.538-132, registered with the CNPJ under number 61.194.353/0001-64 ("Bookkeeper", the definition of which includes any other institution that may succeed the Bookkeeper in providing services relating to the Debentures).

 

3.7.3.    The Liquidating Bank and the Bookkeeper may be replaced at any time, subject to the approval of the Bondholders at a General Meeting of Bondholders, under the terms of Clause IX below.

 

3.8. Right to Receive Payments

 

3.8.1.    Those who hold Debentures at the end of the Business Day immediately preceding the respective payment date shall be entitled to receive any amount due to Debenture Holders under the terms of this Deed of Issue.

 

CLAUSE IV - GENERAL CHARACTERISTICS OF THE DEBENTURES

 

4.1. Basic Features

 

4.1.1.    Issue Date. For all legal purposes, the issue date of the Debentures shall be October 2, 2024 ("Issue Date").

 

4.1.2.    Profitability Start Date. For all legal purposes and effects, the start date of the

 

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profitability will be the first (1st) date of payment of the Debentures ("Profitability Start Date").

 

4.1.3.    Form, Type and Proof of Ownership. The Debentures shall be book-entry and nominative, without the issue of warrants or certificates. For all legal purposes, ownership of the Debentures shall be evidenced by the statement issued by the Bookkeeper and, additionally, with respect to Debentures that are electronically held in custody at B3, by the statement issued by B3 on behalf of the respective holder of the respective Debenture.

 

4.1.4.    Convertibility. The Debentures will be simple, i.e., not convertible into shares issued by the Issuer.

 

4.1.5. Type. The Debentures shall be of the type, pursuant to article 58 of the Securities Code, caput of the Brazilian Corporation Law.

 

4.1.6.    Term and Maturity Date. Except in the event of early maturity of the obligations arising from the Debentures, pursuant to this Indenture, redemption of all the Debentures arising from the Early Redemption Offer, Optional Early Redemption and Optional Acquisition (as defined below) with total cancellation of the Debentures, when the Issuer undertakes to pay the Debentures at their respective Nominal Unit Value or balance of the Nominal Unit Value, as the case may be, plus the Remuneration due, the Debentures shall have a term of 6 (six) years from the Issue Date, with a final maturity date of October 2, 2030 ("Maturity Date").

 

4.1.7.    Nominal Unit Value. The nominal unit value of the Debentures will be R$ 1,000.00 (one thousand reais), on the Issue Date ("Nominal Unit Value").

 

4.1.8. Number of Debentures. five hundred thousand (500,000) Debentures will be issued.

 

4.1.9.    Subscription Price and Form of Payment. The Debentures will be subscribed and paid up in cash, in local currency, at the time of subscription, at their Nominal Unit Value, in accordance with the settlement rules applicable to B3. If any Debenture is paid in on a different date after the Profitability Start Date, the payment shall consider its Nominal Unit Value, plus the Remuneration, calculated pro rata temporis from the Profitability Start Date until the date of its effective payment. The Debentures may be subscribed with a premium or discount, to be defined by the Lead Manager, when the Debentures are subscribed, it being understood that, if applicable, the premium or discount must be the same for all Debentures that are paid in on the same date.

 

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4.2.  Monetary Update and Remuneration

 

4.2.1.  Monetary Restatement of Debentures.

 

4.2.1.1.  The Nominal Unit Value of the Debentures or the balance of the Nominal Unit Value will not be monetarily restated.

 

4.2.2.     Remuneration of the Debentures.

 

4.2.2.1.    On the Nominal Unit Value or the balance of the Nominal Unit Value of the Debentures, as the case may be, remunerative interest shall accrue, to be defined in the Bookbuilding Procedure and, in any event, limited to the accumulated variation of 100% (one hundred percent) of the average daily rates of the DI - one-day Interbank Deposit, "over extra-group", expressed as a percentage per annum, based on two hundred fifty-two (252) Business Days, calculated and disclosed daily by B3, in the daily information available on its website (http://www.b3.com.br) ("DI Rate"), plus a spread (surcharge) to be defined in accordance with the Bookbuilding Procedure and, in any case, limited to 1.75% (one whole and seventy-five hundredths percent) per year, based on two hundred and fifty-two (252) Business Days ("Remuneration").

 

4.2.2.2.    The Remuneration shall be calculated exponentially and cumulatively pro rata temporis per Business Days elapsed, levied on the Nominal Unit Value of the Debentures or on the balance of the Nominal Unit Value of the Debentures, as the case may be, from the Profitability Commencement Date, or the Remuneration Payment Date (as defined below) immediately preceding (inclusive), as applicable, until the Remuneration Payment Date in question, the payment date as a result of the early maturity of the obligations arising from the Debentures, under the terms of this Deed of Issue, the payment date for the redemption of all the Debentures arising from the Early Redemption Offer, the Optional Early Redemption and the Optional Acquisition, with total cancellation of the Debentures, whichever occurs first. Remuneration will be calculated according to the following formula:

 

J = VNe x (Interest Factor - 1)

 

Where:

 

J = unit value of the Remuneration due at the end of the Capitalization Period (as defined below), calculated to eight (8) decimal places, without rounding;

 

VNe =  Nominal Unit Value or balance of the Nominal Unit Value of the Debenture, informed/calculated to eight (8) decimal places, without rounding; and

 

Interest Factor =  Interest Factor composed of the fluctuation parameter plus spread

 

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calculated to nine (9) decimal places, with rounding. Calculated as follows:

 

Interest Factor = (DI Factor x Spread Factor)

 

Where:

 

DI Factor = product of the DI-Over Rates, using the percentage applied, from the start date of the Capitalization Period, inclusive, to the calculation date (exclusive), calculated to eight (8) decimal places, with rounding, follows:

 

 

Where:

 

nDI = total number of DI-Over Rates taken into account when updating the asset, where "nDI" is an integer;

 

TDIk = DI-Over Rate, expressed per day, calculated to 8 (eight) decimal places with rounding, calculated as follows:

  

 

DIk = DI-Over Rate, published by B3, valid for one (1) Business Day (overnight), used to 2 (two) decimal places;

 

dk= one (1); and

 

Spread Factor = fixed interest surcharge, calculated to nine (9) decimal places, rounded, as follows:

 

 

Where:

 

Spread = the spread rate as defined in the Bookbuilding Procedure, informed to four (4) decimal places;

 

DP = the number of working days between the last Capitalization Period and the current date, where "DP" is an integer.

 

Comments:

 

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(i)    The daily factors are added together , and for each accumulated daily factor, the result is truncated to sixteen (16) decimal places and the next daily factor is applied, and so on until the last one is considered; and

 

(ii)    If the daily factors are accumulated, the resulting "DI Factor" will be considered to have eight (8) decimal places, with rounding;

 

(iii)    The factor resulting from the expression (DI Factor x Spread Factor) is considered to have nine (9) decimal places, with rounding;

 

(iv)    The DI Rate should be used considering the same number of decimal places as published by the body responsible for calculating it; and

 

(v)    Subject to the provisions of the paragraph below, if, at any time during the term of the Debentures, the DI Rate is not disclosed, the latest DI Rate available at the time shall be applied to calculate the Remuneration, and no compensation shall be due between the Issuer and the holder of the Debentures upon subsequent disclosure of the DI Rate that would be applicable.

 

4.2.2.3.    Should the DI Rate cease to be published for a period of more than thirty (30) days, be extinguished, or should it be legally impossible to apply the DI Rate for calculating the Remuneration, the Fiduciary Agent shall, within a maximum period of up to five (5) Business Days from the end of the aforementioned thirty (30) day period or from the event of extinction or inapplicability of the DI Rate, as the case may be, convene a General Meeting of Debenture Holders, in the manner and within the time limits stipulated in article 124 of the Brazilian Corporation Law and in this Deed of Issue, as defined in Clause IX below, the purpose of which will be for the Debenture Holders to resolve, in agreement with the Issuer, on the new Remuneration parameter, a parameter which must preserve the real value and the same levels of Remuneration. If there is no agreement on the new Remuneration parameter between the Issuer and the Debenture Holders, the Issuer shall redeem all of the Debentures, within a maximum period of thirty (30) calendar days from the closing date of the respective General Meeting of Debenture Holders or within a longer period that may be defined by mutual agreement at said meeting or on the Maturity Date, whichever occurs first, at their Unit Nominal Value or the balance of the Unit Nominal Value, as the case may be, plus the Remuneration due up to the effective redemption date, calculated pro rata temporis, as from the Debenture Return Start Date or the immediately preceding Remuneration Payment Date, as the case may be. Debentures redeemed pursuant to this Clause shall be canceled by the Issuer. In this alternative, in order to calculate the Remuneration of the Debentures to be redeemed, for each day of the period in which there are no rates, the last officially published DI Rate will be used.

 

4.2.2.4.    The Remuneration Capitalization Period ("Capitalization Period") is, for the first Capitalization Period, the time interval starting on the Return Commencement Date, inclusive, and ending on the first Remuneration Payment Date (exclusive), and, for the

 

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remaining Capitalization Periods, the time interval starting on the immediately preceding Remuneration Payment Date, inclusive, and ending on the subsequent Remuneration Payment Date (exclusive). Each Capitalization Period succeeds the previous one without solution of continuity, until the Maturity Date.

 

4.3.     Payment of Remuneration.

 

4.3.1.    Without prejudice to payments resulting from any early maturity of the obligations arising from the Debentures, under the terms of this Deed of Issue, redemption of all the Debentures resulting from the Early Redemption Offer, Optional Early Redemption and Optional Acquisition, under the terms of this Deed of Issue, the Remuneration shall be paid semi-annually, as from the Issue Date, with the first payment due on April 2, 2025, and the other payments always due on the two (2nd) day of the months of April and October of each year, until the Maturity Date (each, a "Remuneration Payment Date").

 

4.3.2.    Those who are Debenture Holders at the end of the Business Day preceding each Payment Date provided for in the Deed of Issue shall be entitled to payments on the Debentures.

 

4.4.    Amortization of the Balance of the Nominal Unit Value

 

4.4.1.    Without prejudice to payments resulting from any early maturity of the obligations arising from the Debentures, pursuant to this Indenture, redemption of all Debentures resulting from the Early Redemption Offer, Optional Early Redemption and Optional Acquisition, with total cancellation of the Debentures, the Nominal Unit Value or balance of the Nominal Unit Value of the Debentures, as the case may be, shall be amortized in seven (7) installments, always due in the months of April and October of each year, with the first installment due on October 2, 2027, and the remaining installments due on each of the respective Debenture amortization dates, in accordance with the dates indicated in the second (2nd) column of the table below (each, a "Debenture Amortization Date") and the percentages provided for in the 3rd (third) column of the table below:

 

Tranche Debenture
Amortization Date
Percentage of the
Balance of the Nominal Unit Value of the Debentures
1 02/10/2027 14,2857%
2 02/04/2028 16,6667%
3 02/10/2028 20,0000%
4 02/04/2029 25,0000%
5 02/10/2029 33,3333%
6 02/04/2030 50,0000%
7 Due Date 100,0000%

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4.5.  Place of Payment

 

4.5.1.    The payments to which the Debentures are entitled shall be made by the Issuer on the respective due date using, as the case may be: (i) the operating procedures adopted by B3 for Debentures held in electronic custody therein; and/or (ii) the procedures adopted by the Bookkeeper, for Debentures not held in electronic custody at B3.

 

4.6. Extension of Deadlines

 

4.6.1.    The deadlines for the payment of any obligation shall be deemed extended until the first (1st) subsequent Business Day, without the addition of interest or any other late payment charge to the amounts to be paid, if the due date coincides with a day on which there is no banking business in the place of payment of the Debentures, except in cases where payments must be made through B3, in which case there will only be an extension when the payment date coincides with a national holiday declared in the Federative Republic of Brazil, Saturday or Sunday.

 

4.6.2.    For the purposes of this Deed of Issue, "Business Day(s)" means (i) in relation to any pecuniary obligation, including for calculation purposes, any day that is not a Saturday, Sunday or national holiday declared in the Federative Republic of Brazil; and (ii) in relation to any non-pecuniary obligation provided for in this Deed of Issue, any day on which commercial banks in the City of Almas, State of Tocantins, are open for business, and which is not a Saturday or Sunday. When the indication of the term counted by day in this Issue Deed is not accompanied by the indication of "Business Day(s)", it is understood that the term is counted in calendar days.

 

4.7. Late payment charges

 

4.7.1.    Without prejudice to the Remuneration, in the event of default in the payment of any amount owed to the Bondholders, the debts in arrears will be subject, from the date of default until the date of actual payment, regardless of notice or judicial or extrajudicial notification or interpellation, to: (i) default interest at the rate of one percent (1%) per month on the amount due, calculated pro rata temporis; and (ii) a conventional, irreducible and non-compensatory fine of two percent (2%) on the amount due and not paid ("Default Charges").

 

4.8. Decay of accrual rights

 

4.8.1.    Without prejudice to the provisions of Clause 4.7.1 above, the non-attendance of the

 

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Debenture Holder to receive the amount corresponding to any of the Issuer's pecuniary obligations, on the dates provided for in this Deed of Issue, or in a notice published by the Issuer in the newspaper indicated in Clause 4.12.1 below, shall not entitle it to the Remuneration and/or Late Payment Charges for the period relating to the delay in receipt, although it shall be assured of the rights acquired up to the date of the respective due date or payment.

 

4.9. Possibility of Dismemberment

 

4.10.    It will not be permitted to split up the Nominal Unit Value, the Remuneration and the other rights granted to the Debenture Holders, under the terms of item "IX" of article 59 of the Corporations Law.

 

4.11. Scheduled Renegotiation

 

4.11.1. There will be no scheduled renegotiation of the Debentures.

 

4.12. Advertising

 

4.12.1.    All acts and decisions to be taken as a result of this Issue which, in any way, may involve the interests of the Debenture Holders, must be mandatorily communicated in the form of notices, in the newspaper "Daqui" or another newspaper that may be designated for this purpose by the general shareholders' meeting of the Issuer ("Issuer's Publication Newspaper"), as well as on the Issuer's website (https://www.auraminerals.com/investidores/documentos-regulatorios-outros/) ("Notices to Bondholders"), in compliance with article 289 of the Brazilian Corporation Law and the exceptions imposed by CVM Resolution 160 in relation to the publicity of the Offering and the legal deadlines, the Issuer shall notify the Fiduciary Agent and B3 of any such publication on the date on which it is made, it being understood that, should the Issuer change its newspaper of publication after the Issue Date, it shall send notice to the Fiduciary Agent informing the new vehicle for disclosure of its information.

 

4.13. Immunity of Bondholders

 

4.13.1.    In the event that any Debenture Holder enjoys any type of tax immunity or exemption, it must send to the Settlement Bank and the Issuer, at least ten (10) Business Days prior to the date set for receiving any amounts relating to the Debentures, documentation proving such tax immunity or exemption, it being understood that, in the event that the Debenture Holder does not send such documentation, the Issuer will withhold the taxes provided for in the tax legislation in force from the income of such Debenture Holder.

 

4.13.2.    The Debenture Holder who has submitted documentation proving his or her tax immunity or exemption status, pursuant to the Clause above, and who has this status

 

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altered by a normative provision, or for failing to meet the conditions and requirements that may be prescribed in the applicable legal provision, or for having this condition questioned by a competent judicial, fiscal or regulatory authority, it must communicate this fact, in detail and in writing, to the Settling Bank and the Bookkeeper, as well as provide any additional information on the subject that may be requested of it by the Settling Bank, the Bookkeeper or the Issuer.

 

4.14. Risk classification

 

4.14.1.    Standard & Poor's Ratings do Brasil Ltda. ("Rating Agency") was hired as the rating agency for the offer, to assign a rating to the Debentures. During the term of the Debentures, the Issuer shall retain a Risk Rating Agency for the annual update, until the Maturity Date, of the updated rating of the Debentures, observing that the rating shall be widely disclosed to the market throughout the term of the Debentures.

 

4.14.2.    The Risk Rating Agency hired may, at any time, be replaced by any of the following agencies: (i) Fitch Ratings do Brasil or (ii) Moody's América Latina Ltda., without the need for prior approval by the Bondholders, and the Issuer must notify the Fiduciary Agent within five (5) Business Days of hiring the new Risk Rating Agency.

 

4.14.3.    The Issuer shall (i) disclose and allow the Rating Agency to widely disclose to the market the reports with the summaries of the risk ratings; and (ii) to deliver to the Fiduciary Agent, on an annual basis, the risk rating reports prepared by the Risk Rating Agency within 5 (five) Business Days from the date of their receipt.

 

4.15. Foreign Corporate Guarantee

 

4.15.1.    Without prejudice to the provisions of Clause 4.16 below, the Debentures shall have a foreign corporate guarantee (“corporate guarantee”) governed by the laws of the British Virgin Islands, provided by Aura Minerals, as a guarantee of the faithful, punctual and full payment of the Guaranteed Obligations, to be constituted independently and honored upon simple demand by the Debenture Holders (first demand guarantee) ("Foreign Corporate Guarantee"). The Foreign Corporate Guarantee shall be granted in a separate instrument, which shall be executed and duly vested with all formalities, until the Profitability Commencement Date, in favor of the Fiduciary Agent, as representative of the Bondholders ("Foreign Corporate Guarantee Agreement").

 

4.15.2.    The provision by Aura Minerals of the Foreign Corporate Guarantee, as well as its validity and enforceability under the laws of the British Virgin Islands, will be confirmed to the Fiduciary Agent, in its capacity as representative of the Bondholders, by means of an opinion legal document issued and delivered by a specialized law firm of such foreign jurisdiction addressed to the Trustee.

 

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4.15.3.    It is up to the Fiduciary Agent to request the judicial or extrajudicial execution of the Foreign Corporate Guarantee, in accordance with the role assigned to it in this Deed of Issue, in particular in Clause 4.15.6 below, and it may even hire a law firm and/or representative abroad, once any hypothesis of insufficient payment of any Guaranteed Obligations is verified. The Foreign Corporate Guarantee is limited to the total amount of the Guaranteed Obligations and may be executed and demanded by the Fiduciary Agent as many times as necessary until the full and effective settlement of all the Guaranteed Obligations, it being certain that the non-execution of the Foreign Corporate Guarantee by the Fiduciary Agent shall not give rise, in any event, to loss of the right to execute the Foreign Corporate Guarantee by the Bondholders or waiver of any rights by the Bondholders.

 

4.15.4.    The subscription, payment and/or acquisition of the Debentures by the Debenture Holders shall imply their knowledge of and consent to the need to enforce the Foreign Corporate Guarantee before the competent foreign courts, given that the Foreign Corporate Guarantee is governed by the laws of the British Virgin Islands. The Debenture Holder waives any claims, actions and/or questions before the Fiduciary Agent (whether in the judicial, administrative or other spheres) as well as any damage caused by the non-adoption of its exculpation by Brazilian laws in the national territory. By acquiring the Debentures, the Debenture Holder automatically declares itself aware of and in agreement with all the risks involved in adopting this procedure, exempting the Fiduciary Agent from any responsibility in this regard.

 

4.15.5.    In the event of the foreclosure of the Foreign Corporate Guarantee, the Fiduciary Agent shall be responsible for calling a General Meeting of Bondholders, so that the Bondholders, on such occasion, may decide on the choice of a representative, consultant or lawyer who shall conduct and request the judicial or extrajudicial foreclosure of the Foreign Corporate Guarantee in the event of any Event of Default, under the terms of this Deed of Issuance. The Bondholders are aware and agree that the procedure for foreclosure of the Foreign Corporate Guarantee shall be conducted by a third party hired by the Bondholders exclusively for this purpose, and the Fiduciary Agent shall be responsible for monitoring said procedures and representing the Bondholders, if so resolved by the General Meeting of Bondholders.

 

4.15.6.    Once the Issuer proves full compliance with the Guaranteed Obligations, the Foreign Corporate Guarantee shall be deemed released and Aura Minerals discharged, and the Fiduciary Agent shall take all measures to formalize the release and discharge of Aura Minerals under said guarantee within three (3) Business Days of said proof, it being understood that no General Meeting of Bondholders or any consent of Bondholders shall be required to formalize the release of the Foreign Corporate Guarantee.

 

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4.15.7.    The Issuer undertakes to deliver to the Trustee, by the Profitability Commencement Date, the Foreign Corporate Guarantee instrument duly covered by all applicable legal formalities, both domestic and foreign, as well as a copy of the legal opinion of the specialized legal advisor in the jurisdiction of Aura Minerals, it being understood that any payment made by Aura Minerals must be made outside the scope of B3 within five (5) Business Days.

 

4.16. Real guarantees

 

4.16.1.    In guarantee of the faithful, punctual and full payment and/or compliance (on each Debenture Amortization Date and/or Remuneration Payment Date) and full payment of the Total Issue Amount, due under the terms of this Issue Indenture, plus Remuneration and Late Payment Charges, as applicable, as well as other present and future pecuniary obligations, principal and ancillary, provided for in this Issue Indenture and in the Guarantee Agreements (as defined below), including legal fees, expenses, costs, charges, taxes, reimbursements or indemnities, as well as the obligations relating to the Settling Bank, the Bookkeeper, B3, the Trustee and other service providers involved in the Issue, as well as the Trustee's fees and judicial and extrajudicial expenses necessary and demonstrably incurred by the Trustee or the Bondholders, including, in the constitution, formalization, execution and/or excision of the guarantees provided for in this Issue Deed ("Guaranteed Obligations"), the following in rem guarantees shall be constituted, subject to the provisions of Clauses 4.16.2 to 4.16.5 below (items "i" to "vii" below, the "Real Guarantees" and, together with the Foreign Corporate Guarantee, the "Guarantees"):

 

(i)fiduciary alienation of all the shares issued by the Guarantor held by Aura Minerals and Growth Investment ("Quotaholder Partners of the Guarantor"), as well as (a) all shares: (1) derived from a split, reverse split or bonus, including through the exchange, sale or any other form of disposal of the shares issued by the Guarantor and any assets or securities into which the shares/quotas issued by the Guarantor are converted (including any deposits, bonds or securities); (2) arising from the subscription of new shares representing the share capital of the Guarantor, as well as subscription warrants, convertible debentures, beneficiary shares, certificates, bonds or other securities convertible into shares, related to the corporate participation of the Quota Shareholders of the Guarantor in the Guarantor; and (3) issued by the Guarantor received, conferred and/or acquired by the Guarantor's Quota Holders (directly or indirectly) through consolidation, merger, spin-off, incorporation, exchange, substitution, division, reorganization or in any other manner (subject to the restrictions set forth in the Quotas Fiduciary Alienation Agreement (as defined below) and in this Issue Deed, as applicable), whether such shares or rights are currently or in the future held by the Quota Holders of the Guarantor (collectively, the "Quotas"), and (b) all dividends (in cash, in kind or in kind) on the Quotas through the distribution of new shares), profits, fruits, income, payments, credits, remuneration, bonuses, economic rights, interest on equity,

 

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distributions, reimbursement of capital, bonuses and other amounts actually credited, paid, delivered, received or to be received or otherwise distributed to the Quota Members of the Guarantor by virtue of their ownership of the Quotas, without limitation, all preferences and advantages that are expressly attributed to the Quotas, in any capacity whatsoever, including profits, proceeds arising from the flow of dividends, interest on equity, amounts due on account of capital reduction, amortization, redemption, reimbursement or other operation and all other proceeds or amounts that in any other way have been and/or will be declared and have not yet been distributed, including through the exchange, sale or any other form of disposal or alienation of the Quotas, and any assets, securities or securities into which the Quotas are converted (including any deposits, securities or securities) ("Fiduciarily Alienated Quotas" and "Fiduciary Alienation of Quotas", respectively), under the terms of the "Private Instrument of Fiduciary Disposal of Quotas and Other Covenants" to be entered into between the Quota Shareholders of the Guarantor, in their capacity as sellers, the Fiduciary Agent, in its capacity as fiduciary creditor, the Guarantor and the Issuer, in their capacity as consenting parties ("Fiduciary Disposal of Quotas Agreement");

 

(ii)pledge of the mining rights represented by ANM Process No. 866.428/2002, related to the mining rights in the area referred to by the Guarantor as the X1 area, owned by the Guarantor, as listed in the Guarantor's Mining Rights Pledge Agreement (as defined below) ("Guarantor's Mining Rights"), as well as any mining rights relating to any mining concessions and future rights that may be acquired, granted or transferred to the Guarantor in any way (including, without limitation, any mining rights transferred to the Guarantor as a result of any merger, consolidation, spin-off, exchange, corporate reorganization or the like), even if said mining right of the Guarantor is in addition to or in substitution of any Mining Right held by the Guarantor ("Pledge of Mining Rights of the Guarantor" and, together with the Fiduciary Disposal of Quotas, the "Guarantees with Immediate Effect"), under the terms of the "Private Instrument of Pledge of Mining Rights and Other Covenants", to be entered into between the Guarantor, as pledgor, the Fiduciary Agent, as creditor and the Issuer, as consenting party ("Guarantor's Mining Rights Pledge Agreement" and, together with the Quota Fiduciary Alienation Agreement, the "Immediately Effective Guarantee Agreements");

 

(iii)fiduciary alienation, under Suspensive Condition, of all shares issued by the Issuer and held by Aura Minerals and Growth Investment ("Issuer's Shareholders"), as well as (a) all shares: (1) derived from a stock split, (2) arising from the subscription of new shares representing the Issuer's share capital, as well as from the subscription of new shares representing the Issuer's share capital, including through the exchange, sale or any other form of disposal of the shares issued by the Issuer and

 

21 

 

any assets or securities into which the shares issued by the Issuer are converted (including any deposits, bonds or securities); (2) arising from the subscription of new shares representing the Issuer's share capital, as well as subscription warrants, convertible debentures, beneficiary parts, certificates, bonds or other securities convertible into shares, related to the corporate participation of the Issuer's Shareholders in the Issuer; and (3) issued by the Issuer received, conferred and/or acquired by the Issuer's Shareholders (directly or indirectly) by way of consolidation, merger, demerger, incorporation, exchange, substitution, division, corporate reorganization or otherwise (subject to the restrictions provided for in the Share Fiduciary Alienation Agreement (as defined below) and in this Deed of Issue, as applicable), whether such shares or rights are currently or in the future held by the Issuer's Shareholders (collectively, the "Shares"), and (b) all dividends (in cash, in kind or through the distribution of new shares), profits, fruits, income, payments, credits, remuneration, bonuses, economic rights, interest on equity, distributions, reimbursement of capital, bonuses and other amounts actually credited, paid, delivered, received or to be received or otherwise distributed to the Issuer's Shareholders by reason of the ownership of the Shares, without limiting all preferences and advantages that are expressly attributed to the Shares, in any capacity whatsoever, including profits, proceeds arising from the flow of dividends, interest on equity, amounts due on account of capital reduction, amortization, redemption, reimbursement or other operation and all other proceeds or amounts that in any other way have been and/or will be declared and have not yet been distributed, including through the exchange, sale or any other form of disposition or disposal of the Shares, and any property, securities or securities into which the Shares are converted (including any deposits, securities) ("Fiduciarily Disposed Shares" and "Fiduciary Disposal of Shares", respectively), under the terms of the "Private Instrument of Fiduciary Disposal of Shares and Other Covenants" to be entered into, under a Suspensive Condition, between the Issuer's Shareholders, as disposers, the Fiduciary Agent, as fiduciary creditor, and the Issuer, as consenting party ("Fiduciary Disposal of Shares Agreement"); and

 

(iv)pledge, under Suspensive Condition, of the mining rights represented by ANM Processes 862.224/1980 and 860.128/1983, held by the Issuer, as listed in the Issuer's Mining Rights Pledge Agreement (as defined below) ("Issuer's Mining Rights"), as well as mining rights relating to any mining concessions and future rights that may be acquired, granted or transferred to the Issuer in any way (including, without limitation, any mining rights transferred to the Issuer).

 

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as a result of any merger, consolidation, spin-off, exchange, corporate reorganization or the like), even if said Mining Right of the Issuer is in addition to or in substitution of any mining right held by the Issuer ("Pledge of Mining Rights of the Issuer" and, together with the Fiduciary Sale of Shares, the "Guarantees Under Suspensive Condition"), under the terms of the "Private Instrument of Pledge of Mining Rights and Other Covenants", to be entered into between the Issuer, as pledgor, and the Fiduciary Agent, as creditor ("Issuer's Mining Rights Pledge Agreement" and, together with the Share Fiduciary Alienation Agreement, the "Guarantee Agreements Under Suspensive Condition" and, together with the Guarantee Agreements with Immediate Effectiveness, the "Real Guarantee Agreements" and the Real Guarantee Agreements together with the Foreign Corporate Guarantee Agreement, the "Guarantee Agreements").

 

4.16.2. The full effectiveness of the Guarantee Agreements under Suspensive Condition shall be conditioned, pursuant to article 125 of the Civil Code, to the full discharge of the obligations arising from the Issuer's First Issue ("Suspensive Condition"). The Issuer shall prove the implementation of the Suspensive Condition by means of (i) the release of the Issuer's First Issue Collateral (as defined below), before the competent title and document registry offices; and (ii) sending a copy of the document evidencing the release of the First Issue Mining Pledge (as defined below) before the ANM, as applicable, without prejudice to compliance with the other formalities provided for in each Issuer's First Issue Collateral Agreement (as defined below).

 

4.16.3.    Once the Suspensive Condition has been implemented, the Suspensive Condition Guarantee Agreements will automatically become fully effective and enforceable, regardless of any amendment, notification, signing of any other document, formality or performance of any other act by any of the Parties or third parties;.

 

4.16.3.1.    The Guarantees with Immediate Effectiveness shall be released, under the terms and conditions set forth in each of the Guarantee Contracts with Immediate Effectiveness, upon verification of (i) implementation of the Suspensive Condition, evidenced by the release of the Real Guarantees of the Issuer's First Issue, subject to the provisions of Clause 4.16.2 above; and (ii) completion of the registration of the Issuer's Mining Rights Pledge before the competent securities and documents registry office and the ANM ("Resolutive Condition").

 

4.16.3.2.    This Clause 4 shall be amended, by means of an amendment to this Deed of Issue, to reflect the updated description of the Real Guarantees and the alteration of the Parties, under the terms of the model amendment provided for in Annex V to this Deed

 

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of the Issue, without the need for a new corporate resolution by any of the Parties or approval by the General Meeting of Bondholders.

 

4.16.4    The Fiduciary Agent and/or the Bondholders may execute the Guarantees simultaneously or in any order, as many times as necessary, noting that this shall not mean the waiver of any right or the right to use this right in the future, until the total settlement of the Guaranteed Obligations. The other terms and conditions of the Collateral Guarantees are set out in the respective Guarantee Agreements with Immediate Effect.

 

4.16.5.    The Guarantees mentioned in the Clauses above shall be granted irrevocably and irreversibly by the Issuer and the Guarantor, as applicable, and shall be valid until the full settlement of the Guaranteed Obligations, subject to the provisions of Clause 4.16.3.1 above, with regard to Immediately Effective Guarantees.

 

4.16.6.    For the purposes of this Issue Deed:

 

(i)"Guarantee Agreements of the Issuer's First Issue": means the Guarantee Agreements (as defined in the Indenture of the Issuer's First Issue), namely: (i) the Fiduciary Alienation in Guarantee Agreement; and (ii) the Pledge Agreement;

 

(ii)"Deed of the Issuer's First Issue": means the "Private Instrument of Deed of Public Issue of Simple Debentures, Non-Convertible into Shares, of the Type with Additional Real and Fiduciary Guarantee, in a Single Series, of the First (1st) Issue of Aura Almas Mineração S.A."

 

(iii)"Real Guarantees of the First Issue of the Issuer": means the Fiduciary Alienation and the Mining Pledge (as defined in the Deed of the First Issue of the Issuer);

 

(iv)"First Issue Mining Pledge": means the pledge constituted over the mining rights held by the Issuer, in favor of the debenture holders of the Issuer's First Issue, under the terms of the "Private Instrument of Pledge of Mining Concessions and Other Covenants", entered into between the Issuer and the Fiduciary Agent on July 13, 2021.

 

(v)"First Issue of the Issuer": means the first issue of simple debentures, not convertible into shares, of the type with a real and additional fiduciary guarantee, in a single series, of the Issuer.

 

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CLAUSE V - OFFER OF EARLY REDEMPTION, OPTIONAL EARLY REDEMPTION, EXTRAORDINARY AMORTIZATION AND OPTIONAL ACQUISITION

 

5.1.1.    Early Redemption Offer. The Issuer may, at its sole discretion, at any time, make an offer for the early redemption of all the Debentures, addressed to all Debenture Holders, all Debenture Holders being guaranteed equal conditions to accept the redemption of the Debentures held by them ("Early Redemption Offer"). The Early Redemption Offer will be operationalized follows.

 

5.1.1.1.    The Issuer shall carry out the Early Redemption Offer by means of an individual communication sent to the Bondholders, with a copy to the Fiduciary Agent and to B3, or publication of an announcement, pursuant to Clause 4.12.1 above, with notice to B3 ("Early Redemption Offer Notice") fifteen (15) days prior to the date on which the Early Redemption Offer is to be carried out, and said notice shall state: (i) that the Early Redemption Offer shall relate to all of the Debentures, subject to the provisions regarding the possibility of partial redemption of the Debentures of the Debenture Holders who accept the Early Redemption Offer, as set forth in Clause 5.1.1.3 below (ii) the amount of the redemption premium, if any, which may not be negative; (iii) the form of manifestation, to the Issuer, with a copy to the Fiduciary Agent, by the Debenture Holder who accepts the Early Redemption Offer; (iv) the effective date for the redemption of the Debentures and payment to the Debenture Holders, which must be a Business Day; and (v) other information necessary for decision making and operationalization by the Debenture Holders.

 

5.1.1.2.    After the publication of the terms of the Early Redemption Offer, the Debenture Holders who opt to adhere to said offer will have to inform the Issuer, with a copy to the Fiduciary Agent, and formalize their adherence in the B3 system, within the term and form set forth in the Early Redemption Offer Communication, which will take place on a single date for all the Debentures subject to the Early Redemption Offer, observing that the Issuer may only redeem early the quantity of Debentures that has been indicated by their respective holders in adhesion to the Early Redemption Offer.

 

5.1.1.3.    The Issuer may not make an offer for partial early redemption of the Debentures, observing, however, that: (i) the Debentures of those Debenture Holders who accept and adhere to the Early Redemption Offer must be redeemed, even if all the Debenture Holders have not accepted the Early Redemption Offer; and (ii) there will be no drawing of lots for the Debentures to be redeemed in the event provided for in item "(i)" above.

 

5.1.1.4.    The Issuer may make the Early Redemption Offer conditional on its acceptance by a minimum percentage of Debentures, to be defined by the Issuer when the Early Redemption Offer is made. This percentage shall be stipulated in the Early Redemption Offer Communication.

 

5.1.1.5.    The amount to be paid to the Debenture Holders will be equivalent to the Nominal Unit Value of the Debentures or the balance of the Nominal Unit Value of the

 

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Debentures to be redeemed, plus (i) the Remuneration, calculated pro rata temporis from the Return Commencement Date, or the immediately preceding Remuneration Payment Date, as the case may be, up to the date of the effective redemption of the Debentures subject to the Early Redemption Offer and other charges due and unpaid up to the date of the Early Redemption Offer; and (ii) if applicable, the redemption premium indicated in the Early Redemption Offer Communication.

 

5.1.1.6.    Debentures redeemed by the Issuer pursuant to this Clause shall be compulsorily canceled.

 

5.1.1.7.    Early redemption arising from the Early Redemption Offer for Debentures held in electronic custody at B3 will follow the settlement procedures adopted by B3. If the Debentures are not held in electronic custody at B3, it will be carried out through the Bookkeeper.

 

5.1.1.8.    B3 shall be notified by the Issuer of the early redemption arising from the Early Redemption Offer at least three (3) Business Days prior to the effective date of its realization, by means of a joint correspondence with the Fiduciary Agent.

 

5.1.2.    Optional Early Redemption. The Issuer may, at its sole discretion, after thirty-six (36) months from the Issue Date, i.e., from October 2, 2027 (exclusive), carry out the full optional early redemption of the Debentures ("Optional Early Redemption").

 

5.1.2.1.    On the occasion of the Optional Early Redemption, the amount owed by the Issuer will be equivalent to the Nominal Unit Value or the balance of the Nominal Unit Value of the Debentures, as the case may be, plus the Remuneration, calculated pro rata temporis from the Return Commencement Date, or the immediately preceding Remuneration Payment Date, as the case may be, up to the date of the effective Optional Early Redemption ("Optional Early Redemption Date") and other charges due and unpaid up to the Optional Early Redemption Date, and plus a premium equivalent to 1.50% (one whole and fifty hundredths percent) per annum, based on two hundred and fifty-two (252) Business Days, levied on the Nominal Unit Value or the balance of the Nominal Unit Value, plus the respective Remuneration, calculated pro rata temporis from the date of the Optional Early Redemption until the Maturity Date, provided that the amount of the Optional Early Redemption shall be calculated in accordance with the formula below ("Optional Early Redemption Amount"):

 

VRA= (Vne + J) ∗ [(1 + P)]( )

 

Where:

 

VRA = Optional Early Redemption Amount;

 

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Vne = Nominal Unit Value or balance of the Nominal Unit Value;

 

J = Remuneration, calculated pro rata temporis from the Debentures' Yield Commencement Date or the immediately preceding Remuneration Payment Date, as the case may be, until the actual payment date;

 

P = premium as provided for in Clause 5.1.2.1 above; and

 

Pr = number of Business Days from the Optional Early Redemption Date to the Maturity Date.

 

5.1.2.2.    If the date of the Optional Early Redemption coincides with a Remuneration Payment Date, the premium provided for in Clause 5.1.2.1 above shall be calculated on the Unit Par Value or the balance of the Unit Par Value, as the case may be, after said payment.

 

5.1.2.3.    The Optional Early Redemption shall only be carried out by sending an individual communication to the Bondholders, with a copy to the Fiduciary Agent and to B3, or publication of an announcement, pursuant to Clause 4.12.1 above, with communication to B3, pursuant to Clause 5.1.2.5 below, 3 (three) Business Days in advance of the date on which the effective Optional Early Redemption is intended to take place, and said notice must include: (i) the date of the Optional Early Redemption, which shall be a Business Day; (ii) mention that the amount corresponding to the payment shall be the Nominal Unit Value of the Debentures or the balance of the Nominal Unit Value of the Debentures, as the case may be; plus (a) the Remuneration; and (b) the redemption premium, calculated as provided for in Clause 5.1.2.1 above; and (iii) any other information necessary for the operation of the Optional Early Redemption.

 

5.1.2.4.    Optional Early Redemption for Debentures held in electronic custody at B3 will follow the event settlement procedures adopted by B3. If the Debentures are not held in electronic custody at B3, the Optional Early Redemption will be carried out through the Bookkeeper.

 

5.1.2.5.    B3 shall be notified by the Issuer of the Optional Early Redemption at least three (3) Business Days prior to the effective date of its realization, by means of a joint correspondence with the Fiduciary Agent.

 

5.1.2.6.    Debentures redeemed by the Issuer pursuant to this Clause shall be compulsorily canceled.

 

5.1.2.7.    Partial optional early redemption of the Debentures will not be allowed.

 

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5.2.    Extraordinary Redemption. No extraordinary amortization of the Debentures will be allowed.

 

5.3.    Optional acquisition

 

5.3.1.    The Issuer may, at any time, acquire Outstanding Debentures, subject to the provisions of article 55, paragraph 3, of the Brazilian Corporation Law and CVM Resolution No. 77, of March 29, 2022, as amended ("CVM Resolution 77") and/or any supervening CVM regulation that may replace it, and this fact must be included in the Issuer's management report and financial statements.

 

5.3.2.    The Debentures acquired by the Issuer pursuant to this Clause may, at the Issuer's discretion, be canceled, remain in the Issuer's treasury, or be placed back on the market, subject to the restrictions imposed by CVM Resolution 160. The Debentures acquired by the Issuer to remain in treasury, pursuant to this Clause, if and when placed back on the market, shall be entitled to the same Remuneration applicable to the other Debentures ("Optional Acquisition").

 

5.3.3.    If the Issuer intends to acquire Debentures for an amount greater than the Discounted Nominal Value, it must, prior to the acquisition, notify the Fiduciary Agent and all the holders of the respective Debentures of its intention, under the terms and conditions established in CVM Resolution 77. In the event of cancellation of the Debentures, this Deed of Issue shall be amended to reflect such cancellation.

 

CLAUSE VI - EARLY MATURITY

 

6.1.    Once the provisions of Clauses 6.2 to 6.10 have been met, the Fiduciary Agent shall consider all obligations arising from the Debentures to be due in advance and promptly demand payment, by the Issuer, of the Nominal Unit Value or balance of the Nominal Unit Value, plus the Remuneration due, calculated pro rata temporis, and the Late Payment Charges and fines, if any, incurred up to the date of their effective payment, or, as applicable, convene a General Meeting of Debenture Holders (as defined below), under the terms of this Deed of Issue, to resolve on the non-declaration of early maturity of all the obligations subject to this Deed of Issue, in the event of any of the situations provided for in this Clause, respecting the respective applicable cure periods (each of these events, an "Event of Default"):

 

(i)    default by the Issuer, Aura Minerals or the Guarantor of any pecuniary obligation relating to the Debentures and/or provided for in this Deed of Issue and/or in any of the other Guarantee Agreements, on the respective payment date, not remedied within two (2) Business Days;

 

(ii)    liquidation, dissolution or extinction of the Issuer, Aura Minerals and the Guarantor, the Quotaholders of the Guarantor, and the Shareholders of the Issuer, unless as a result of a Permitted Transaction (as defined below);

 

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(iii)    (a) decree of bankruptcy (or similar situation) of the Issuer, the Guarantor, Aura Minerals, the Quotaholding Partners of the Guarantor, and the Issuer's Shareholders; (b) request for self-bankruptcy (or similar situation) formulated by the Issuer, the Guarantor, Aura Minerals, the Quotaholding Partners of the Guarantor or the Issuer's Shareholders; (c) a request for bankruptcy (or similar situation) by the Issuer, the Guarantor, Aura Minerals, the Quotaholding Partners of the Guarantor or the Issuer's Shareholders, made by third parties, which is not resolved within the legal period; (d) a request for judicial reorganization or out-of-court reorganization (or similar situations) by the Issuer, the Guarantor, Aura Minerals, the Quotaholding Partners of the Guarantor or the Issuer's Shareholders; (e) a request by the Issuer, the Guarantor, Aura Minerals, the Quotaholding Partners of the Guarantor or the Issuer's Shareholders for the judicial anticipation provided for in paragraph 12 of article 6 of Law 11.101, of February 9, 2005, as in force ("Law 11.101"), or any preparatory, anticipatory or similar measures for judicial or out-of-court reorganization, including in another jurisdiction; (f) the filing by the Issuer, the Guarantor, Aura Minerals, the Quota Partners of the Guarantor or the Issuer's Shareholders of an out-of-court reorganization plan with any creditor or class of creditors, regardless of whether judicial approval of said plan has been requested or obtained, or any other similar measures in another jurisdiction; (g) proposal by the Issuer, the Guarantor, Aura Minerals, the Quota Partners of the Guarantor or the Shareholders of the Issuer for conciliations and mediations prior or incidental to the judicial reorganization process, regardless of whether judicial approval of said proposal has been requested or obtained, or any other similar measures in another jurisdiction; (h) a request by the Issuer, the Guarantor, Aura Minerals, the Guarantor's Quotaholding Partners or the Issuer's Shareholders to suspend the enforcement of debts, or any anticipatory judicial measures aimed at suspending or altering the payments provided for in this Deed of Issue, or any other similar measures in another jurisdiction; or (i) the Issuer, the Guarantor, Aura Minerals, the Quotaholding Partners of the Guarantor or the Issuer's Shareholders filing for judicial reorganization in court, regardless of whether the reorganization has been granted or granted by the competent judge, or any other similar measures in another jurisdiction;

 

(iv)    transformation of the corporate form of the Issuer from a joint stock company to any other type of company, pursuant to articles 220 to 222 of the Brazilian Corporate Law;

 

(v)    early maturity of any financial debt of the Issuer, the Guarantor and/or any subsidiaries of such parties in Brazil, if any, even if as guarantor, in an individual or aggregate amount equal to or greater than R$ 1,000,000.00 (one million reais);

 

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(vi)    early maturity of any financial debt of Aura Minerals and/or any Subsidiaries of such parties in Brazil, if any, even if in the condition of guarantor, in an amount, individual or aggregate, equal to or greater than the lowest amount between (i) R$ 40,000,000,00 (forty million reais), or its equivalent in other currencies, after the full settlement of the obligations arising from the Issuer's First Issue; and (ii) the lowest cut-off value (threshold) that the Issuer is subject to in the financial debts in force that it is a borrower, including operations in the local capital market and equivalents in other currencies in the international capital markets;

 

(vii)    assignment or any form of transfer to third parties, in whole or in part, by the Issuer and/or the Guarantor, of any of the obligations provided for in this Deed of Issue and/or any of the other Guarantee Agreements without the prior authorization of the Debenture Holders representing at least two-thirds (2/3) of the Outstanding Debentures, except in the case of a Permitted Transaction;

 

(viii)    invalidity, nullity or unenforceability of any relevant provision of this Deed of Issue and/or any of the Guarantee Contracts, as declared by a court decision, unless a provisional remedy is obtained suspending the effects of such decision, within thirty (30) days of its publication;

 

(ix)    judicial questioning of the validity and effectiveness of any provision of this Deed of Issue and/or the other Guarantee Agreements by the Issuer, Aura Minerals, the Guarantor and/or any Affiliates. For the purposes of this Deed of Issue, "Affiliates" means, in relation to a Party, the parent companies, subsidiaries and associates of, and companies under common control with, such Party;

 

(x)    judicial questioning of the validity and effectiveness of any provision of this Deed of Issue and/or of the other Guarantee Agreements by third parties, accepted by the Judiciary, provided that said questioning has not been granted suspensive effect within thirty (30) Business Days of its publication;

 

(xi)    spin-off, merger, incorporation (including incorporation of shares) involving the Issuer, the Guarantor or Aura Minerals, unless (i) such operations occur within the Aura Minerals Economic Group (understood for the purposes of this item as the companies below, except for affiliates and controlling companies (or control group)) ("Permitted Operation"); or (ii) previously authorized by Debenture Holders representing at least two-thirds (2/3) of the Outstanding Debentures. For the purposes of this Deed of Issue, "Aura Minerals Economic Group" means Aura Minerals, and/or companies controlled by or affiliated with Aura Minerals, their respective parent companies (or control group) and companies under common control;

 

(xii)    disposal or transfer of direct or indirect Control of the Issuer, the Guarantor or Aura Minerals, except (i) in the case of disposal or transfer of direct Control within the scope of a Permitted Transaction; or (ii) if previously authorized by Debenture Holders representing at least two-thirds (2/3) of the Outstanding Debentures, it being understood that, exclusively in

 

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relation to Aura Minerals, it shall not be considered an Event of Default if the transaction (or set of transactions) carried out culminates in the establishment of a company without defined Control. For the purposes of this Deed of Issue, "Control" means the direct or indirect control of any company with its registered office in Brazil, as defined in article 116 of the Brazilian Corporation Law, or, in relation to Aura Minerals (including other foreign companies in the Aura Minerals Economic Group), the capacity attributed to a certain natural or legal person shareholder, or group of persons bound by a voting agreement or under common control, to ensure a permanent majority of the votes of the shareholders who attend the meetings of the general shareholders' meeting (or equivalent deliberative body), which ensures the power to elect the majority of the members of the board of directors (or equivalent deliberative body), and which uses its power to direct the corporate activities and guide the operation of the Issuer's bodies;

 

(xiii)    reduction of the Issuer's and/or the Guarantor's share capital, except:

 

(a)if previously authorized by Debenture Holders representing at least two-thirds (2/3) of the Outstanding Debentures, pursuant to article 174, paragraph 3, of the Brazilian Corporate Law;

 

(b)to absorb losses; or

 

(c)by a Previously Approved Capital Reduction (as defined below).

 

(xiv)    falsehood, inveracity or proven insufficiency of any of the statements made by the Issuer and/or the Guarantor in this Deed of Issue and/or in any of the other Guarantee Agreements on the date of signature of each document;

 

(xv)    default, by the Issuer and/or the Guarantor, of any non-pecuniary obligation provided for in this Deed of Issue and/or in any of the Guarantee Agreements, not remedied within ten (10) Business Days from the date of the respective default, the term provided for in this item not applying to obligations for which a specific cure period has been stipulated;

 

(xvi)    failure to set up the Guarantees, under the terms and within the time limits set out in Clauses 4.15 and 4.16 and in the respective Guarantee Agreements;

 

(xvii)    in the event that the obligations arising from the Issuer's First Issue are not fully discharged and the Real Guarantees of the Issuer's First Issue are not released before the competent securities and documents registry offices, as well as the cancellation of the annotation in the Issuer's share registry book, as applicable, under the terms and conditions set forth in each Guarantee Agreement of the Issuer's First Issue within thirty (30) days as from the maturity date of the debentures of the Issuer's First Issue, it being understood that said term may be extended by thirty (30) days in the event of a proven delay in the signature, by the Fiduciary Agent, of the respective terms of release of the Real Guarantees of the Issuer's First Issue.

 

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(xviii)    non-allocation by the Issuer of the net proceeds from the Issue under the terms of Clause 3.2.1 above;

 

(xix)    incorrectness, in any material respect, of any of the statements made by the Issuer in this Deed of Issue and/or in any of the Guarantee Agreements on the date of signature of each document;

 

(xx)    until the implementation of the Resolutive Condition is verified (i) any alienation, sale, assignment or any other form of transfer or disposition, even if temporary, or, also, constitution of any Encumbrance, or permission for any of the above acts to be carried out, in whole or in part, directly or indirectly of (a) any quotas object of the Fiduciary Alienation of Quotas; or (b) any of the mining rights that are the object of the Pledge of Mining Rights of the Guarantor; and/or (ii) revocation, cancellation, forfeiture, expropriation or decay of any of the Mining Rights of the Guarantor. For the purposes of this Issue Deed, "Encumbrance" means mortgage, pledge, fiduciary alienation, fiduciary assignment, usufruct, trust, promise of sale, option to purchase, pre-emptive right (except with respect to pre-emptive rights already provided for under applicable law), charge, lien or encumbrance, distraint, sequestration or attachment, judicial or extrajudicial, voluntary or involuntary, or other act having the practical effect similar to any of the above expressions;

 

(xxi)    after the implementation of the Resolutive Condition, (i) any alienation, sale, assignment or any other form of transfer or disposition, even if temporary, or, also, constitution of any Encumbrance, or permission for any of the above acts to be carried out, in whole or in part, directly or indirectly of (a) any shares subject to the Fiduciary Sale of Shares; or (b) any of the mining rights subject to the Issuer's Mining Rights Pledge; and/or (ii) revocation, cancellation, forfeiture, expropriation or decay of any of the Issuer's Mining Rights;

 

(xxii)    non-compliance with the obligations provided for in the Guarantor's Mining Rights Pledge Agreement and, after the implementation of the Resolutive Condition, in the Issuer's Mining Rights Pledge Agreement (provided that they are not remedied within ten (10) days, or after any specific cure periods provided for in said documents have elapsed) relating to obligations to reinforce or increase the Guarantor's Mining Rights Pledge and/or the Issuer's Mining Rights Pledge, as applicable, through the constitution of additional guarantees (as applicable);

 

(xxiii)    alteration of the corporate purpose of the Issuer and/or of the Guarantor, as provided for in its bylaws in force on the Issue Date, unless this does not result in an alteration of its main activity;

 

(xxiv)    default by the Issuer and/or the Guarantor of any financial debt, even as guarantor, in

 

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an amount, individual or aggregate, equal to or greater than R$ 1,000,000.00 (one million reais), not remedied within the period provided for in the respective contract, or, failing that, within thirty (30) days from the date of the respective default;

 

(xxv)    default by Aura Minerals, even as guarantor, of any financial debt in an individual or aggregate amount equal to or greater than the lower of (i) R$ 40,000,000.00 (forty million reais), or its equivalent in other currencies, after the full settlement of the obligations arising from the Issuer's First Issue; and (ii) the lowest cut-off value (threshold) to which the Issuer is subject in the financial debts in force to which it is a borrower, including operations in the local capital market and equivalents in other currencies in the international capital markets, not remedied within the period provided for in the respective agreement, or, failing that, within thirty (30) days from the date of the respective default;

 

(xxvi)    protest of securities against the Issuer or the Guarantor, in an amount, individual or aggregate, equal to or greater than the lowest amount between (i) R$ 40,000,000.00 (forty million reais), or its equivalent in other currencies, after the full settlement of the obligations arising from the First Issue of the Issuer; and (ii) the lowest cut-off value (threshold) that the Issuer is subject to in the financial debts in force that it is the borrower, including operations in the local capital market and equivalents in other currencies in the international capital markets, unless (i) within the legal term, it has been proven to the Fiduciary Agent that the protest(s) has been canceled or suspended; or (ii) it has been proven to have been made due to error or bad faith on the part of third parties, by obtaining the appropriate provisional measure suspending its effects, within a period of thirty (30) days;

 

(xxvii)    non-compliance, by the Issuer, the Guarantor or Aura Minerals, with any immediately enforceable condemnatory judicial decision, issued by a competent court, unappealable administrative or arbitral, not contested within the applicable term, in an amount, individual or aggregate, equal to or greater than the lowest amount between (i) R$ 40,000,000.00 (forty million reais), or its equivalent in other currencies, after the full settlement of the obligations arising from the Issuer's First Issue; and (ii) the lowest cut-off value (threshold) that the Issuer is subject to in the financial debts in force that it is a borrower, including operations in the local capital market and equivalents in other currencies in the international capital markets, without any judicial measures being filed by the Issuer to suspend or reverse the effects of said judgment or judicial, administrative or arbitration decision;

 

(xxviii)    initiation of an investigation with the consequent acceptance of the filing of a __________, which deals with Anti-Corruption Laws (as defined below), against the Issuer, the Guarantor and/or Aura Minerals;

 

(xxix)    assignment, sale, disposal and/or any form of transfer, by the Issuer or the Guarantor, by any means, free of charge or onerous, of any other asset(s) that are not (i) the object of the Guarantor's Mining Rights Pledge and/or Pledge of Issuer's Mining Rights, as applicable; or

 

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(ii) any other mining rights held by the Issuer and/or the Guarantor, except (a) assets proven to be non-operational and outside the Issuer's business plan; (b) if previously authorized by Debenture Holders representing at least two-thirds (2/3) of the Outstanding Debentures; or (c) if such assignment, sale, disposal and/or transfer, individually or aggregated within the same  year, does not exceed R$ 20,000,000.00 (twenty million reais);

 

(xxx)    constitution of any lien on the Issuer's or the Guarantor's property, rights and asset(s), except (note that the exceptions below do not apply to any of the assets subject to the Guarantor's Mining Rights Pledge and/or the Issuer's Mining Rights Pledge):

 

(a)if previously authorized by Debenture Holders representing at least 2/3 (two thirds) of the Outstanding Debentures;

 

(b)by liens proven to exist on the Issue Date;

 

(c)if such Lien, individually or in aggregate within the same fiscal year, does not exceed the lower of (i) R$ 40,000,000.00 (forty million reais), or its equivalent in other currencies, after the full settlement of the obligations arising from the Issuer's First Issue; and (ii) the lower threshold amount that the Issuer is subject to in the financial debts in force to which it is a borrower, including operations in the local capital market and equivalents in other currencies in the international capital markets; and

 

(d)by the fiduciary assignment to be made of the amounts remaining from the execution of the Guarantees in rem, in favor of Itaú Unibanco S.A., as swap agent, under the terms of the respective separate instruments to be entered into between the Fiduciary Agent, the Guarantor and the Issuer, as applicable.

 

(xxxi)    expropriation, confiscation or any other act of any governmental entity of any jurisdiction that results in the loss, by the Issuer or the Guarantor, of ownership and/or direct or indirect possession of all or part of its assets (i) in an amount, individual or aggregate, equal to or greater than the lesser of (i) R$ 40,000,000.00 (forty million reais), or its equivalent in other currencies, after the full settlement of the obligations arising from the Issuer's First Issue; and (ii) the lowest cut-off value (threshold) to which the Issuer is subject in the financial debts in force to which it is a borrower, including operations in the local capital market and equivalents in other currencies in the international capital markets (except in the case of involving assets subject to the Pledge of Mining Rights of the Guarantor and/or Pledge of Mining Rights of the Issuer, for which the characterization of the Event of Default will not depend on the verification of any financial parameterization, observing that, in the event that the Issuer reinforces or replaces such assets pledged as collateral with others accepted by the Bondholders at the General Meeting of Bondholders, this event of default shall not apply) and (ii) the effects of which are not suspended and/or contested within thirty (30) days from the date of any such events;

 

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(xxxii)    distribution and/or payment by the Issuer of dividends, interest on equity or any other distributions of profits, except for the mandatory dividends provided for in article 202 of the Brazilian Corporation Law, under the terms of the Issuer's bylaws in force on the Issue Date, if (i) the Issuer is in default or fails to comply with any of its pecuniary obligations set forth in this Issue Deed and/or in any of the respective Guarantee Agreements; or (ii) any Event of Default has been declared;

 

(xxxiii)    until the implementation of the Resolutive Condition is verified, distribution and/or payment by the Guarantor of dividends, interest on equity or any other distributions of profits, except for the mandatory dividends provided for in article 202 of the Brazilian Corporation Law, under the terms of the Guarantor's articles of association in force on the Issue Date, if (i) the Guarantor is in default or fails to comply with any of its pecuniary obligations established in this Issue Deed and/or in any of the respective Guarantee Agreements; or (ii) any Event of Default has been declared;

 

(xxxiv)    distribution and/or payment by Aura Minerals of dividends, interest on equity or any other distributions of profits, except for any mandatory dividends provided for in its articles of incorporation, as in force (including applicable legislation) on the Issue Date, if (i) until the maturity of the obligations arising from the Issuer's First Issue and/or their full discharge, whichever occurs first, with the consequent verification of the implementation of the Resolutive Condition, Aura Minerals is in breach of the financial ratio resulting from the quotient of the division of Aura Minerals' Net Debt by Aura Minerals' EBITDA, which must be equal to or less than 1.75 times for the distribution of dividends to its shareholders, or (ii) there is any default or breach of the pecuniary obligations provided for in this Deed of Issue and/or in any of the respective Guarantee Agreements;

 

(xxxv)    until the maturity of the obligations arising from the First Issue of the Issuer and/or their full discharge, whichever occurs first, with the consequent verification of the implementation of the Resolutive Condition, non-observance, by Aura Minerals, of the financial ratio below, to be determined by Aura Minerals, on a quarterly basis, in accordance with the accounting principles generally accepted in Brazil and monitored by the Fiduciary Agent within a period of up to fifteen (15) Business Days from the date of receipt, by the Fiduciary Agent, of the information referred to in Clause 7.1.1, (i) below, based on the Financial Statements of Aura Minerals, reported quarterly, in United States Dollars, as the case may be, from, including, the Consolidated Financial Statements of Aura Minerals for the fiscal year ended September 30, 2024 ("Initial Financial Ratio"):

 

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(a)the financial ratio resulting from dividing Net Debt by Aura Minerals' EBITDA, which must be equal to or less than 2.75x.

 

(xxxvi)    after the maturity of the obligations arising from the First Issue of the Issuer and/or their full discharge, whichever occurs first, with the consequent verification of the implementation of the Resolutive Condition, non-observance, by the Issuer, of the financial index below, to be determined by the Issuer, quarterly, in accordance with the accounting principles generally accepted in Brazil and monitored by the Fiduciary Agent within a period of up to five (5) Business Days counted from the date of receipt, by the Fiduciary Agent, of the information referred to in Clause 7.1.1, (i) below, based on the Issuer's available quarterly information and financial statements, considering the previous twelve (12)-month period ("Subsequent Financial Ratio" and, together with the Initial Financial Ratio, the "Financial Ratios"):

 

Closing of Financial Years and Quarters

 

(always considering the period
of twelve (12)-months prior to that date)

Net Debt/EBITDA
Until December 31, 2026 Less than or equal to 2.00x
From March 31, 2027 until the Debenture Maturity Date Less than or equal to 1.50x

 

For the purposes of this Issue Deed, Net Debt and EBITDA shall have the following meanings:

 

"EBITDA" corresponds to the accumulated sum of the last twelve (12)-months, up to the closing date of the respective period, on a consolidated basis of the Issuer, of the net income for the period before deducting: (i) current income tax and deferred income tax expenses, (ii) depreciation and amortization expenses, (iii) financial expenses deducted from financial income, (iv) other net income (expenses) and non-operating income, herein computed the effects arising from the disposal or impairment of non-current assets and equity instruments.

 

"Net Debt" means the sum of the consolidated debts from loans and financing, reduced by the amount of cash and cash equivalents. Liabilities relating to operating leases should not be taken into account for calculation purposes.

 

(xxxvii)    non-compliance by the Issuer with the minimum useful life of the mines operated by the Issuer. For the purposes of this clause, the minimum term shall be at least twenty-four (24)-months after the Maturity Date, and the useful life ("LOM") shall be determined, in years, by the product obtained by the ratio (division) between: (i) the quantity of proven and probable gold reserves of the Issuer's mines, to be published by April of the year subsequent to the close

 

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of a fiscal year and (ii) the cumulative annual production for the previous twelve (12) months of gold smelted by the Issuer's processing plant(s). For the purposes of this calculation, proven and probable reserves shall be defined in accordance with the standards of Canadian National Instrument 43-101, or the Australasian Joint Ore Reserves Committee (JORC) code or Securities and Exchange Commission (SEC) Regulation S-K 1300 For the purposes of this clause, this obligation applies only to the Issuer, and any companies that may be controlled by or affiliated with the Issuer in the future are not included in the calculations or obligations hereunder.

 

6.2.    The occurrence of any of the events described above shall be promptly communicated to the Fiduciary Agent by the Issuer within three (3) Business Days of the date on which the Issuer becomes aware thereof. Failure by the Issuer to comply with this duty shall not prevent the Fiduciary Agent and/or the Debenture Holders from, at their discretion, exercising their powers, faculties and claims provided for in this Deed of Issue and in the other documents of the Issue, including that of declaring the early maturity of the Debentures, respecting the cure periods.

 

6.3.    In the event of any of the Events of Default indicated in clauses "(i)" to "(vi)", as well as in clauses (viii) and (ix) of Clause 6.1 above, the obligations arising from the Debentures shall become automatically due, regardless of notice or notification, judicial or extrajudicial. Without prejudice to the automatic maturity, the Fiduciary Agent shall, as soon as it is aware, send the Issuer a written communication informing it of such event ("Hypotheses of Automatic Early Maturity").

 

6.4.    In the event of any of the other Events of Default (other than those indicated in Clause 6.3 above) ("Hypotheses of Non-Automatic Early Maturity"), the Fiduciary Agent and/or the Issuer shall, including for the purposes of Clause 8.6.1 below, convene, within five (5) Business Days from the date on which it becomes aware of their occurrence, a General Meeting of Debenture Holders, to be held within the minimum period provided for by law. If said General Meeting of Bondholders:

 

I.    has been installed and Debenture Holders representing at least two-thirds (2/3) of the Outstanding Debentures, on first call, or fifty percent (50%) plus one of the Outstanding Debentures, on second call, decide not to declare the early maturity of the obligations arising from the Debentures, the Fiduciary Agent shall not declare the early maturity of the obligations arising from the Debentures; or

 

II.    has been installed, on first call or on second call, but the quorum for resolution provided for in item I above has not been reached, the Fiduciary Agent shall immediately declare the early maturity of the obligations arising from the Debentures. B3 shall be notified immediately when the early maturity of the Debentures occurs; or

 

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III.    the Fiduciary Agent shall immediately declare the early maturity of the obligations arising from the Debentures. B3 shall be notified immediately when the early maturity of the Debentures occurs.

 

6.5.    In the event of early maturity of the obligations arising from the Debentures, the Issuer undertakes to redeem all of the Debentures, with their consequent cancellation, upon payment of the Nominal Unit Value or the balance of the Nominal Unit Value of the Debentures, plus the respective Remuneration, calculated pro rata temporis, from the First Payment Date or the date of payment of the respective Remuneration immediately preceding, as the case may be, until the date of actual payment, without prejudice to the payment of Late Payment Charges, as the case may be, and any other amounts eventually owed by the Issuer under the terms of this Deed of Issue and/or any of the respective Guarantee Agreements, within a period of up to three (3) Business Days as from the date of early maturity, under penalty of not doing so, also being obliged to pay the Late Payment Charges.

 

6.6.    The payment referred to in Clause 6.5 above shall be made under the terms of Clause 4.5.1 above, items (i) or (ii), as applicable.

 

6.7.    In the event that the payment of all the Debentures provided for in Clause 6.5 above is made through B3, the Issuer shall notify B3, by means of correspondence jointly with the Fiduciary Agent, of such payment, at least three (3) Business Days prior to the date stipulated for its realization;

 

6.8.    In the event of early maturity of the obligations arising from the Debentures, the Fiduciary Agent shall notify the Bookkeeper, the Settlement Bank and B3 of such event on the same date as it occurs.

 

6.9.    In the event of early maturity of the obligations arising from the Debentures, the funds received in payment of the obligations arising from the Debentures, including as a result of the forfeiture or enforcement of the Guarantees, to the extent that they are received, shall be immediately invested in the amortization or, if possible, settlement of the balance of the Guaranteed Obligations. Should these funds not be sufficient to simultaneously pay off all the Guaranteed Obligations, they shall be applied in the following order, in such a way that, once the amounts relating to the first item have been paid off, the funds are allocated to the immediately following item, and so on: (i) any amounts owed by the Issuer under the terms of this Deed of Issue and/or any of the Guarantee Agreements (including the remuneration and expenses incurred by the Fiduciary Agent), other than the amounts referred to in items (ii), (iii) and (iv) below; (ii) Remuneration; (iii) Default Charges and other charges due under the obligations arising from the Debentures; and (iv) the balance of the Nominal Unit Value of the Debentures. The Issuer will remain liable for the balance of the obligations arising from the Debentures that have not been paid, without prejudice to the accrual of Remuneration, Default Charges and other charges levied on the balance of the obligations arising from the Debentures while they remain unpaid, being considered a liquid and certain debt, subject to collection out of court or by means of a judicial enforcement process.

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6.10.    Each Debenture Holder, when subscribing and paying up the Debentures in the primary market or acquiring the Debentures in the secondary market, shall be deemed to have automatically, voluntarily, unconditionally, irrevocably and irreversibly approved, regardless of the holding of any general meeting of Debenture Holders, one or more reductions of the Issuer's capital to be approved in due course by the Issuer's shareholders, meeting in an extraordinary general meeting, after the full discharge of the obligations arising from the Issuer's First Issue, until the Maturity Date, provided that, after the realization of any Previously Approved Capital Reduction (as defined below), (i) the Issuer's capital is at least R$100,000,000.00 (one hundred million reais); and (ii) there is no non-compliance with the Subsequent Financial Ratio, (each capital reduction of the Issuer carried out pursuant to this Clause, a "Previously Approved Capital Reduction"), including for the purposes of article 174, paragraph 3, of the Brazilian Corporation Law.

 

CLAUSE VII - ADDITIONAL OBLIGATIONS OF THE ISSUER AND GUARANTOR

 

7.1. Additional Obligations of the Issuer and the Guarantor

 

7.1.1.    Subject to the other obligations provided for in this Deed of Issue, while the debit balance of the Debentures is not fully paid, the Issuer and the Guarantor, as applicable, are also obliged, as from the present date, to:

 

(i)    maintaining and annually update the Issuance's rating reports, on a national scale, issued by Standard & Poor's, Moody's or Fitch, as well as widely disclosing them to the market or allowing them to be disclosed by the respective rating agency;

 

(ii)    maintain of the category "B" public company registration with the CVM;

 

(iii)    provide to the Fiduciary Agent:

 

(a)exclusively in relation to the Issuer, within a maximum of 90 (ninety) calendar days after the end of the fiscal year, or within a period of up to 10 (ten) days after the date of its disclosure, whichever occurs first: (1) a copy of the Issuer's complete, consolidated and audited financial statements for the respective fiscal year, prepared in accordance with the applicable Brazilian legislation, accounting principles generally accepted in Brazil, and the rules issued by the CVM, accompanied by the opinion of the independent auditors with valid registration with the CVM; (2) a copy of its quarterly information for the respective quarter, accompanied by the management report on the financial statements as required by the applicable legislation, accompanied, on a quarterly basis, by the calculation memory of the Financial Ratios prepared

 

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by the Issuer, comprising all the items necessary to obtain the Financial Ratios, under penalty of impossibility of monitoring by the Fiduciary Agent, which may request from the Issuer any additional clarifications that may be necessary; and (3) a statement, signed by a legal representative of the Issuer, with powers to do so in the form of its bylaws, attesting: (I) that the provisions contained in this Issue Deed remain valid; and (II) the non-occurrence of any Event of Default and the non-existence of non-compliance with the Issuer's obligations towards the Bondholders;

 

(b)exclusively with regard to the Issuer, within a maximum of forty-five (45) calendar days after the end of the six (6)-month period, provide the Fiduciary Agent with the interim balance sheets for June of each year accompanied by the statement of calculation of the Financial Ratios prepared by the Issuer;

 

(c)within a maximum period of thirty (30) calendar days prior to the end of the period provided for in item (k) of Clause 8.4 below, the financial data, corporate acts and the corporate organization chart of the Issuer (said organization chart of the Issuer's corporate group shall include the Affiliates and members of the control block, at the end of each fiscal year), in addition to any information that may be requested by the Fiduciary Agent, so that it may prepare the report referred to in sub-item (xii) of Clause 8.20, below, and comply with its obligations under the terms of this Issue Deed and CVM Resolution 17, of February 9, 2021, as amended ("CVM Resolution 17");

 

(d)notification within five (5) Business Days from the date of the call for a general meeting of shareholders whose object of resolution causes a Material Adverse Effect (as defined below) within the scope of this Issue and/or the Debentures, within the legally established deadlines, including informing the date and agenda of said meetings;

 

(e)within five (5) Business Days from the date of the request, reasonable information about the Issuer and its assets that the Fiduciary Agent may require, so that the Fiduciary Agent can fulfill its obligations under the Debentures, the Brazilian Corporation Law, or meet the demand of a competent authority;

 

(f)within three (3) Business Days of its receipt, a copy of any relevant correspondence or judicial or extrajudicial notice received by the Issuer and/or the Guarantors relating to the Debentures, this Deed of Issue and/or the Guarantee Agreements;

 

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(g)within a maximum period of one (1) Business Day from the date on which the Issuer and/or the Guarantors become aware of its occurrence, information regarding the occurrence of any Event of Default. Failure by the Issuer and/or the Guarantors to comply with this duty shall not prevent the Fiduciary Agent from, at its discretion, exercising its powers, faculties and claims provided for in this Issue Deed, including that of declaring early maturity;

 

(h)within a maximum period of three (3) Business Days after the occurrence of the event, information to the Fiduciary Agent on any act or fact that results in (i) any material adverse effect on its financial or reputational situation, on the business and operating results of the Issuer, the Guarantor or Aura Minerals; and/or (ii) any material adverse effect on the ability of the Issuer, the Guarantors or Aura Minerals to fulfill any of their pecuniary obligations under this Deed of Issue and/or the respective Guarantee Agreements ("Material Adverse Effect");

 

(i)a copy of notices to Debenture Holders, material facts, as defined in CVM Resolution No. 44, of August 23, 2021, as amended ("CVM Resolution 44"), as well as minutes of general meetings and meetings of the Issuer's Board of Directors, if applicable, which in any way involve the interest of Debenture Holders, within five (5) Business Days of their publication or, if not published, the date on which they were held, as applicable; and

 

(j)for the purposes of verifying the sufficiency of the Real Guarantees provided, pursuant to CVM Resolution 17, the Guarantor shall forward to the Fiduciary Agent, on an annual basis, within ninety (90) days of the end of its financial year, a copy of the financial statements for the last financial year.

 

(iv)    comply with laws, regulations, administrative norms and determinations of governmental bodies, autarchies or judicial instances necessary for the exercise of its activities, except for those (i) whose non-compliance does not imply a Material Adverse Effect; (ii) whose non-compliance is being questioned in good faith in the administrative and/or judicial spheres and in relation to which the Issuer has obtained a suspensive effect;

 

(v)    comply and cause its subsidiaries, controlling companies, affiliates, administrators, partners with management powers and respective employees, as long as they act for the benefit of the Issuer and/or its subsidiaries and/or controlling companies, the Guarantor and/or its subsidiaries and/or controlling companies, and in the exercise of their functions, to comply with the Anti-Corruption Laws (as defined below), undertaking to (a) maintain internal policies and procedures aimed at the disclosure and full compliance with the Anti-Corruption Laws; (b) make its best efforts to make all professionals with whom it has dealings fully aware of the Anti-Corruption Laws, prior to the start of their work; (c) not violate, by itself, and cause its Subsidiaries, administrators, partners with management powers and their respective employees, in the performance of their duties, the rules relating to acts of corruption in general, including, but not limited to, those provided for in Decree-Law No. 2,848/1940, Decree

 

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No. 11,129/2022 and Law No. 12,846, of August 1, 2013, as amended, the US Foreign Corrupt Practices Act (FCPA) and the UK Bribery Act, as applicable ("Anti-Corruption Laws"); and (d) within five (5) Business Days from the date of knowledge, notify the Bondholders and the Fiduciary Agent of any act or fact related to the provisions of this item that violates the Anti-Corruption Laws;

 

(vi)    keep up to date with the payment of all tax (municipal, state and federal), labor, social security, environmental and any other obligations imposed by law, except for those whose non-compliance does not give rise to a Material Adverse Effect or those that may be challenged in good faith in the administrative and/or judicial spheres and for which it has obtained suspensive effect;

 

(vii)    maintain at all times valid, effective, in perfect order and in full force all licenses, concessions, authorizations, permissions and permits, including environmental ones, necessary for the exercise of its activities, except for those that (i) are in the process of being renewed in a timely manner; and (ii) whose absence does not imply a Material Adverse Effect;

 

(viii)    comply and cause its Subsidiaries, managers and respective employees, in the performance of their duties, to comply, during the term of the Debentures, with the provisions of the legislation, regulations and other environmental standards, including the socio-environmental conditions contained in the environmental licenses, the legislation in force pertaining to the National Environmental Policy and CONAMA Resolutions ("Environmental Legislation"), adopting preventive or reparatory measures and actions aimed at avoiding and correcting possible environmental damage, and labor legislation and regulations, especially those relating to occupational health and safety, except (i) for those that do not cause a Material Adverse Effect; or (ii) for obligations that are being challenged in good faith in the administrative and/or judicial spheres, for which the appropriate precautionary provisional measures granting suspensive effects have been obtained;

 

(ix)    comply and cause its Subsidiaries, managers and respective employees, in the exercise of their functions, to comply, during the term of the Debentures, with the provisions of the legislation regarding prostitution, child labor and/or labor in conditions analogous to slavery or that in any way infringe on the rights of forest dwellers, in particular, but not limited to, the right over areas of indigenous occupation, thus declared by the competent authority ("Social Legislation" and, together with Environmental Legislation, Socio-Environmental Legislation");

 

(x)    maintain adequate insurance for its property and relevant assets, in accordance with current market practices and its operating strategy;

 

within fifteen (15) Business Days from the date on which (i) the mining ordinance relating to any mining right owned by the Guarantor is published and/or the Issuer, as applicable, which on the date hereof is not yet the subject of the Pledge of Mining Rights

 

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Agreement of the Guarantor and/or the Pledge of Mining Rights Agreement of the Issuer, as applicable, or (ii) the acquisition of any additional mining concession is formalized, shall jointly enter into an amendment to the Pledge of Mining Rights Agreement of the Guarantor and/or the Pledge of Mining Rights Agreement of the Issuer with the Trustee, as applicable, on an irrevocable and irreversible basis, (a) within fifteen (15) Business Days of event (i) or (ii) above, as the case may be, in order to include such mining rights as collateral for this Issue, and (b) take any action in accordance with applicable law for the creation and perfecting of the amendment to the Guaranteeing Company's Mining Rights Pledge Agreement and/or the Issuing Company's Mining Rights Pledge Agreement;

 

(xi)    to maintain at all times valid, effective, in perfect order and in full force all the authorizations necessary for the execution of this Deed of Issue and the Guarantee Agreements and for the fulfillment of all the obligations provided for herein and therein;

 

(xii)    hire and keep hired, at its own expense, the service providers inherent to the obligations set forth in this Issue Deed and in the Guarantee Agreements, including the Fiduciary Agent, the Bookkeeper, the Settlement Bank, the Independent Auditor, the primary market distribution environment (MDA) and the secondary market trading environment (CETIP21);

 

(xiii)    pay all taxes levied or to be levied on the Debentures that are the responsibility of the Issuer;

 

(xiv)    make (a) the payment of the Fiduciary Agent's remuneration, pursuant to Clause 8 below and provided that it is so requested in writing at least five (5) Business Days in advance by the Fiduciary Agent, the payment of duly substantiated expenses incurred by the Fiduciary Agent, pursuant to Clause 8.2.8 below;

 

(xv)    within five (5) Business Days of its publication, notify the Fiduciary Agent of the call by the Issuer of any general meeting of Debenture Holders;

 

(xvi)    convene, within fifteen (15) Business Days, a general meeting of Bondholders to resolve on any of the matters that are of interest to the Bondholders, in the event that the Fiduciary Agent is required to do so, under the terms of the law and/or of this Deed of Issue, but fails to do so within the applicable period;

 

(xvii)    attend, through their representatives, the general meetings of Bondholders, whenever requested;

 

(xviii)   cause the Mining Rights of the Guarantor to reach the mining concession stage, within a period of up to 6 (six) months from the date of signature of this Deed of Issuance, extendable

 

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for a further six (6) months if necessary, but provided that, at all times, it provides the Fiduciary Agent with a monthly status report proving that it has made its best efforts to ensure that the Mining Rights of the Guarantor reach the mining concession stage within the aforementioned period;

 

(xix)    after the maturity of the obligations arising from the First Issue of the Issuer and/or its full discharge, whichever occurs first, (a) request the release and send a copy of the protocol of said request of the Mining Pledge of the First Issue before the ANM, within ten (10) Business Days counted from the maturity of the obligations arising from the First Issue of the Issuer and/or its full discharge, whichever occurs first; (b) take all the necessary measures for the release of the Mining Pledge of the First Issue before the ANM, within a period of up to six (6) months from the maturity of the obligations arising from the First Issue of the Issuer and/or its full discharge, whichever occurs first, and provide the Fiduciary Agent with a monthly status report proving that it has made its best efforts for said release to occur; and (c) and obtain the release of the First Issue's Mining Pledge before the ANM, within a period of up to twelve (12) months from the maturity of the obligations arising from the Issuer's First Issue and/or its full discharge, whichever occurs first, extendable by two further periods of six (6) months each, only if the reason for the delay is attributable exclusively to the ANM, but provided and at all times, it provides the Fiduciary Agent with a quarterly status report proving that it has made its best efforts to obtain said release;

 

(xx)    send annually, by April 30 of each year, the Annual Mining Report corresponding to each of the mining concessions referring to the Mining Rights of the Guarantor and the Mining Rights of the Issuer ("Mine Report");

 

(xxi)    submit, within five (5) days, any updated or new Resource and Reserve Revaluation Report, prepared in accordance with the standards of Canadian National Instrument 43-101, relating to the Guarantor's Mining Rights or the Issuer's Mining Rights; and

 

(xxii) comply with the obligations set out in article 89 of CVM Resolution 160, namely:

 

(a)    prepare year-end financial statements and, if applicable, consolidated financial statements, in accordance with the Brazilian Corporation Law and the rules issued by the CVM;

 

(b)    have its financial statements audited by an auditor registered with the CVM;

 

(c)    disclose, no later than the day prior to the start of trading, the financial statements, accompanied by explanatory notes and the independent auditors' report, relating to the last three (3) financial years for which the accounts have been closed, with the exception of when the issuer does not have them because it did not start its activities prior to that period;

 

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(d)    disclose the subsequent financial statements, accompanied by explanatory notes and the independent auditors' report within three (3) months of the end of the fiscal year;

 

(e)    comply with the provisions of the CVM's specific regulations regarding the duty of secrecy and prohibitions on trading;

 

(f)     disclose the occurrence of a material fact as defined in specific CVM regulations;

 

(g)    provide the information requested by the CVM;

 

(h)    disclose, on its website, the annual report and other communications sent by the Fiduciary Agent on the same date as they are received, also observing the provisions of sub-item (f) above.

 

CLAUSE VIII - FIDUCIARY AGENT

 

8.1. The Fiduciary Agent

 

8.1.1.    Appointment. The Issuer hereby appoints OLIVEIRA TRUST DISTRIBUIDORA DE TÍTULOS E VALORES MOBILIÁRIOS S.A., named in the preamble to this Deed of Issue, as fiduciary agent for the Issue, who hereby accepts the appointment to represent the interests of the Debenture Holders before the Issuer, in accordance with the law and this Deed of Issue.

 

8.1.2.    Declaration. The Fiduciary Agent appointed in this Deed of Issue declares, under the penalties of the law:

 

(a)    has no legal impediment, in accordance with article 66, paragraph 3 of the Brazilian Corporation Law, CVM Resolution 17 or, in the event of an amendment, the one that replaces it, to exercise the function conferred upon him;

 

(b)    accept the position conferred upon them, fully assuming the duties and attributions provided for in the specific legislation and in this Issue Deed;

 

(c)    to fully understand and accept this Deed of Issue and all its clauses and conditions;

 

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(d) has no connection with the Issuer that would prevent him/her from performing his/her duties;

 

(e)    be aware of the applicable regulations issued by the Central Bank of Brazil and the CVM, including Central Bank of Brazil Circular No. 1,832 of October 31, 1990;

 

(f)    to be duly authorized to enter into Issue Deed and to comply with its obligations hereunder, all legal requirements and corporate authorizations having been met;

 

(g)    is not in any of the situations of conflict of interest provided for in article 6 of CVM Resolution 17;

 

(h)    be duly qualified to carry out the activities of fiduciary agent, under the terms of the applicable regulations in force;

 

(i)    be a financial institution, duly organized, incorporated and existing in accordance with Brazilian law;

 

(j)    that this Deed of Issue constitutes a legal, valid, binding and effective obligation of the Trustee, enforceable in accordance with its terms and conditions;

 

(k)    that the execution of this Deed of Issue and the fulfillment of its obligations hereunder do not infringe any obligation previously assumed by the Fiduciary Agent;

 

(l)    that it has verified the consistency of the information contained in this Deed of Issue, through the information and documents provided by the Issuer, it being understood that the Fiduciary Agent has not conducted any independent or additional verification procedure of the veracity of the information presented herein, with which the Debenture Holders, by subscribing or acquiring the Debentures, declare themselves aware and in agreement; and

 

(m)    on the date of signature of this Deed of Issue, according to the organization chart provided by the Issuer, the Fiduciary Agent has identified that it provides fiduciary agent services in debenture issues, whether public or private, carried out by the Issuer, or by a related, controlled, controlling company and/or member of the same group as the Issuer described in Annex III to this Deed of Issue.

 

8.1.3.    The Fiduciary Agent shall perform its duties as from the date of signature of this Deed of Issue or of any amendment relating to its replacement, and shall remain in office until the Maturity Date or, if there are still obligations of the Issuer under this Deed of Issue unfulfilled after the Maturity Date, until all the obligations of the Issuer under this Deed of Issue are fully discharged, or until its effective replacement, pursuant to Clause 8.3 below.

 

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8.2. Remuneration of the Fiduciary Agent

 

8.2.1.    The Issuer shall owe the Fiduciary Agent or the institution that replaces it in this capacity, as fees for the performance of its duties and attributions, under the terms of the law and this Deed of Issue, annual installments equivalent to R$ 15,000.00 (fifteen thousand reais), the first installment being due on the fifth (5th) Business Day counted from the date of signature of this Deed of Issue, and the following installments on the same day of subsequent years. The first installment of fees will be due even if the operation is discontinued, for structuring and implementation, and payment must be made by the fifth (5th) business day following communication of the cancellation of the operation.

 

8.2.2.    In the event of the need to hold a General Meeting of Debenture Holders, or to enter into amendments or legal instruments related to the issue, the Fiduciary Agent will be due an additional fee equivalent to R$ 800.00 (eight hundred reais) per man-hour dedicated to activities related to the issue, to be paid within five (5) days of the Fiduciary Agent delivering the hours report to the Issuer. For the purposes of the concept of the General Meeting of Bondholders, this includes all activities related to the meeting and not just the analysis of the draft and participation in it in person or virtually. Thus, these activities include, but are not limited to (a) analysis of the notice; (b) participation in calls or meetings; (c) checking the quorum prior to the meeting; (d) checking powers of attorney prior to the meeting; and (e) addenda and contracts arising from the meeting. For clarification purposes, "time report" is the material to be sent by the Fiduciary Agent indicating the task performed (for example, analysis of a certain document or participation in a meeting), the Fiduciary Agent's employee, the time spent on the task and the value of the time.

 

8.2.3.    In the event of amendments being made to the instrument of issue, as well as hours spent outside the office of the Fiduciary Agent, the amount of R$800.00 (eight hundred reais) per man-hour dedicated to such amendments/services will be charged in addition.

 

8.2.4.    The installments mentioned above will be updated by the accumulated positive variation of the IPCA, or in the absence of this, or even if it is impossible to use it, by the index that replaces it, from the date of the first payment, until the following payment dates, calculated pro rata die, if necessary and if applicable.

 

8.2.5.    The installments mentioned above will be increased by the following taxes: ISS (Tax on Services of Any Nature), PIS (Contribution to the Social Integration Program), COFINS (Contribution to the Financing of Social Security), CSLL (Contribution on Net Profit), IRRF (Withholding Income Tax) and any other taxes that may be levied on the Fiduciary Agent's remuneration, at the rates in force on the dates of each payment.

 

8.2.6.    In the event of default in the payment of any amount due to the Fiduciary Agent, the overdue debts will be subject to a contractual fine of 2% (two percent) on the amount of the debt, as well as default interest of 1% (one percent) per month, with the amount of the overdue

 

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debt being subject to monetary restatement by the IPCA, from the date of default until the date of actual payment, calculated pro rata die.

 

8.2.7.    Payment of the Fiduciary Agent's remuneration shall be made by means of a deposit into the current account to be indicated by the Fiduciary Agent at the appropriate time, and proof of the deposit shall serve as proof of payment.

 

8.2.8.    The remuneration will be due even after the maturity of the Debentures, if the Fiduciary Agent is still carrying out activities inherent to its function in relation to the Issue.

 

8.2.9.    The remuneration does not include expenses considered necessary for the performance of the function of Fiduciary Agent during the implementation and validity of the service, which will be covered by the Issuer, through payment of the respective charges accompanied by the respective receipts, issued directly in the name of the Issuer or through reimbursement, after, whenever possible, prior approval, which are: publications in general, notifications, extraction of certificates, notary expenses, photocopies, scans, sending documents, travel, meals and accommodation, expenses with specialists, such as auditing and/or inspection, among others, or legal advice to debenture holders.

 

8.2.10.    In compliance with CVM/SRE Circular Letter 01/21, the Fiduciary Agent may, at the Issuer's expense, hire a specialized third party to evaluate or re-evaluate the value of the guarantees provided, as the case may be, as well as request information and evidence it deems necessary, in the manner provided for in the aforementioned letter.

 

8.2.11. The Fiduciary Agent will not advance funds for the payment of expenses arising from the Issue, it being understood that such funds will always be due and advanced by the Issuer or the Bondholders, as the case may be.

 

8.2.12.    There will be no refund of amounts already received by the Fiduciary Agent for services rendered, unless the amount has been paid incorrectly.

 

8.2.13.    Any additional obligations assigned to the Fiduciary Agent, provided that they are approved by the Fiduciary Agent, and/or changes in the characteristics of the Issue, will allow the Fiduciary Agent to review the fees proposed herein.

 

8.3.   Replacement

 

8.3.1.    In the event of the absence, temporary impediment, resignation, intervention, judicial or extrajudicial liquidation, bankruptcy, or any other case of vacancy of the Fiduciary Agent, a General Meeting of Debenture Holders shall be held, within a maximum period of thirty (30) days from the event that determines it, to choose a new fiduciary agent, the which may be called by the Fiduciary Agent to be replaced, by the Issuer or by Debenture Holders representing at least ten percent (10%) of the Outstanding Debentures, or by the CVM. In the

 

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event that the call does not take place within fifteen (15) days before the end of the aforementioned period, the Issuer shall be responsible for carrying it out, observing the period of twenty-one (21) days for the first call and eight (8) days for the second call, it being understood that the CVM may appoint a provisional substitute until the process of choosing the new fiduciary agent is completed. The remuneration of the new fiduciary agent shall be the same as that of the Fiduciary Agent, subject to the provisions of Clause 8.3.7 below.

 

8.3.2.    In the event that the Fiduciary Agent is unable to continue to perform its duties due to circumstances arising from this Deed of Issue, including in the case of paragraph "(c)" of Clause 8.4.1 below, the Fiduciary Agent shall immediately notify the Issuer and the Bondholders of the fact, by calling a General Meeting of Bondholders, requesting its replacement.

 

8.3.3.    The Debenture Holders may, at any time, replace the Fiduciary Agent and appoint his replacement, under market conditions, and such replacement shall be appointed by the Issuer by means of a triple list presented to the Debenture Holders and approved by them at a General Meeting of Debenture Holders specially called for this purpose.

 

8.3.4.    The replacement of the Fiduciary Agent must be notified to the CVM within seven (7) Business Days from the date of the filing mentioned in Clause 8.3.5 below.

 

8.3.5.    The replacement of the Fiduciary Agent shall be the subject of an amendment to this Issue Deed, which shall be filed with the JUCESP.

 

8.3.6.    The Fiduciary Agent shall enter into the performance of its duties as from the date of signature of this Deed of Issue or of any amendment relating to its replacement, in the case of a substitute fiduciary agent, and shall remain in the performance of its duties until the effective replacement or until the fulfillment of all its obligations arising from this Deed of Issue and the legislation in force.

 

8.3.7.    The substitute fiduciary agent will receive the same remuneration as that received by the Fiduciary Agent in all its terms and conditions, and the first annual installment due to the substitute will be calculated pro rata temporis, as of the date of commencement of the exercise of his function as fiduciary agent. This remuneration may be altered by mutual agreement between the Issuer and the substitute fiduciary agent, provided that it is previously approved by the General Meeting of Bondholders.

 

8.3.8.    The Fiduciary Agent, if replaced under the terms of this Clause 8.3, at no additional cost to the Issuer, shall make available to the institution that replaces it, within a period of ten (10) Business Days prior to its effective replacement, at the Issuer's expense, simple or digitalized copies of all records, reports, statements, databases and other information about the Issue and the Issuer that has been obtained, generated, prepared or developed by the Fiduciary Agent or by any of its agents involved, directly or indirectly, with this Issue or that any of the aforementioned persons have had access to by virtue of the execution of their functions,

 

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regardless of the medium in which they are stored or available, so that the substitute institution fulfills, without any solution of continuity, the duties and obligations of the substituted Fiduciary Agent, under the terms of this Issue Deed.

 

8.4. Duties

 

8.4.1.    In addition to others provided for by law or in this Issue Deed, the duties and attributions of the Fiduciary Agent shall be the following:

 

(a)    take full responsibility for the services contracted, under the terms of the legislation in force, and carry out their activities in good faith, transparency and loyalty towards the Bondholders;

 

(b)    protect the rights and interests of the Bondholders, employing in the exercise of the function the care and diligence that every active and upright man usually employs in the administration of his own property;

 

(c)    resign in the event of conflicts of interest or any other form of unfitness and immediately call a General Meeting of Bondholders to decide on their replacement;

 

(d)    keep all documentation relating to the performance of their duties in good order;

 

(e)    verify, at the time of accepting the role, the consistency of the information contained in this Deed of Issue, taking care to remedy any omissions, faults or defects of which it becomes aware;

 

(f)    take steps with the Issuer to ensure that the Deed of Issue and its amendments are registered with JUCESP, adopting, in the event of the Issuer's failure to do so, any measures provided for by law;

 

(g)    monitor the provision of periodic information, alerting the Bondholders, in the annual report referred to in item "(j)" below, of any inconsistencies or omissions of which it becomes aware;

 

(h)    request, whenever it deems necessary for the faithful performance of its duties, updated certificates from civil distributors, Public Finance Courts, protest registries, Labor Courts, Public Finance Attorney's Office, from the Issuer's head office or domicile;

 

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(i)    call, when necessary, a meeting of the holders of the securities, in accordance with article 9 of CVM Resolution 17;

 

(j)    prepare an annual report for the Debenture Holders, pursuant to article 68, paragraph 1, item "(b)" of the Brazilian Corporation Law and article 15 of CVM Resolution 17, which must contain at least the following information:

 

j.1)   compliance by the Issuer with its obligations to provide periodic information, indicating any inconsistencies or omissions of which it is aware;

 

j.2)   changes to the Issuer's bylaws that occurred during the period with material effects on the Bondholders;

 

j.3)   comments on the Issuer's economic, financial and capital structure indicators related to clauses intended to protect the interest of the holders of the securities and which establish conditions that must not be breached by the Issuer;

 

j.4)   number of Debentures, number of Debentures Outstanding and balance canceled in the period;

 

j.5)   redemption, amortization, conversion, renegotiation and payment of interest on the Debentures during the period;

 

j.6)   destination of the funds raised through the Issue, according to the information provided by the Issuer;

 

j.7)   compliance with other obligations assumed by the Issuer in this Deed of Issue;

 

j.8)   a list of any goods and valuables entrusted to its administration;

 

j.9)   existence of other issues of securities, public or private, carried out by the Issuer or by a related, controlled, controlling or member company of the same group as the Issuer in which it has acted as fiduciary agent in the period, as well as the following data on such issues, (i) name of the offering company; (ii) quantity of securities issued; (iii) value of the issue; (iv) type and guarantees involved; (v) maturity and interest rate; (iv) defaults in the period; and

 

j.10)   a declaration that there is no conflict of interest that would prevent the Fiduciary Agent from continuing to exercise the function.

 

(k)    make the report referred to in item "(k)" available on its website within a maximum period of four (4) months from the end of the Issuer's fiscal year;

 

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(l)    monitor compliance with the Clauses contained in this Deed of Issue, especially those that impose obligations to do and not to do;

 

(m)    request, when deemed necessary and at the Issuer's expense, an external audit of the Issuer;

 

(n)    attend the General Meeting of Bondholders in order to provide the information requested;

 

(o)    to keep the list of Debenture Holders and their addresses up to date, including by contacting the Issuer, the Bookkeeper, the Settlement Bank and B3, and, for the purposes of complying with the provisions of this paragraph, the Issuer and the Debenture Holders, through subscription, payment or acquisition of the Debentures, hereby expressly authorize the Settlement Bank, the Bookkeeper and B3 to comply with any requests made by the Fiduciary Agent, including the disclosure, at any time, of the position of the Debentures, and their respective Debenture Holders;

 

(p)    notify the Bondholders of any default by the Issuer of its financial obligations under this Deed of Issue, including obligations relating to guarantees and clauses intended to protect the interest of the Bondholders and which establish conditions that must not be breached by the Issuer, indicating the consequences for the Bondholders and the measures it intends to take in relation to the matter, within seven (7) Business Days of the Fiduciary Agent becoming aware of the default;

 

(q)    make the unit price calculated by the Issuer available to Bondholders and other market participants through its call center or its website; and

 

(r)    as of the fiscal year ending December 31, 2025, monitor, on a quarterly basis, the compliance with the Financial Ratio, based on the information provided by the Issuer. The Fiduciary Agent will use the information provided by the Issuer to monitor compliance with the Financial Ratio.

 

8.5. Expenses

 

8.5.1.    The Fiduciary Agent's remuneration does not include expenses deemed necessary for the exercise of the function of fiduciary agent, during the implementation and validity of the service, which will be covered by the Issuer, upon payment of the respective invoices accompanied by a copy of the respective receipts, issued directly in the name of the Issuer or upon reimbursement, after, whenever possible, prior approval, under the terms of Clause 8.5.3 below, which are: publications in general, notifications, extraction of certificates, notary expenses, photocopying, scanning, sending documents, travel, meals and accommodation,

 

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expenses with specialists, such as auditing and/or inspection, among others, or legal advice to the Bondholder.

 

8.5.2.    All legal and administrative expenses incurred by the Fiduciary Agent to protect the interests of the Bondholders must be approved in advance, whenever possible, and advanced by the Bondholders and, subsequently, as provided by law, reimbursed by the Issuer. These expenses also include third-party attorneys' fees, deposits, court costs and fees in actions brought by the Fiduciary Agent, as the Debenture Holder's representative. Any expenses, deposits and court fees resulting from the Debenture Holder's success in legal actions shall be borne by the Debenture Holder, as well as the Fiduciary Agent's remuneration in the event that the Issuer remains in default with regard to payment thereof for a period of more than ten (10) days. The Fiduciary Agent may request an advance from the Debenture Holder to cover the aforementioned succumbence arbitrated in court, it being understood that the funds must be made available in good time so that there is no possibility of non-compliance with the court order by this Fiduciary Agent.

 

8.5.3.    The reimbursement referred to in Clause 8.5.1 above shall be made within five (5) calendar days of the delivery to the Issuer of copies of the documents evidencing the expenses actually incurred and necessary to protect the rights of the Bondholders, as expressly provided for in the Clauses above.

 

8.6. Specific Duties

 

8.6.1.    In the event of non-compliance with any conditions of the Issue, the Fiduciary Agent shall use any and all measures provided for by law or in this Deed to protect the rights or defend the interests of the Bondholders, pursuant to article 12 of CVM Resolution 17.

 

8.6.2.    The performance of the Fiduciary Agent is limited to the scope of CVM Resolution 17 and the applicable articles of the Brazilian Corporation Law, and the Fiduciary Agent is exempt, in any form or under any pretext, from any additional liability not arising from the applicable legislation.

 

8.6.3.    Without prejudice to the Fiduciary Agent's duty of care, the Fiduciary Agent shall assume that the original documents or certified copies of documents forwarded by the Issuer or by third parties at its request have not been the object of fraud or tampering. The Fiduciary Agent shall also not, under any circumstances, be responsible for drawing up the Issuer's corporate documents, which shall remain the legal and regulatory obligation of the Issuer to draw them up, under the terms of the applicable legislation.

 

8.6.4. With the exception of situations previously approved through this Deed of Issue,

 

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acts or manifestations on the part of the Fiduciary Agent which create liability for the Bondholders and/or release third parties from obligations towards them shall only be valid when previously resolved by the Bondholders meeting at a General Meeting of Bondholders, pursuant to Clause IX below.

 

CLAUSE IX - GENERAL MEETING OF DEBENTURE HOLDERS

 

9.1. General Provisions

 

9.1.1.    The general meeting of debenture holders ("General Meeting of Debenture Holders") shall be subject to the provisions of article 71 of the Brazilian Corporation Law and, where applicable, the provisions of the Brazilian Corporation Law on general meetings of shareholders, and may be held in person, by conference call, video conference or by any other means of communication, if so permitted by the applicable legislation or by the CVM.

 

9.1.2.    Without prejudice to the other provisions of this Issue Deed, the General Meetings of Debenture Holders may be held exclusively or partially digitally, in compliance with the provisions of CVM Resolution No. 81, of March 29, 2022, as amended ("CVM Resolution 81").

 

9.2. Summons

 

9.2.1.    General Meetings of Debenture Holders may be called by the Fiduciary Agent, by the Issuer, by Debenture Holders holding at least ten percent (10%) of the Outstanding Debentures or by the CVM.

 

9.2.2.    General Meetings of Debenture Holders shall be called by means of an announcement published at least three (3) times in the press organizations indicated in Clause 4.12.1 above, with due regard for other rules relating to the publication of announcements of general meetings contained in the Brazilian Corporation Law, applicable regulations and this Deed of Issue.

 

9.2.3.    General Meetings of Debenture Holders must be held, on first or second call, within the minimum legally permitted period, counting from the date of the first publication of the call notice.

 

9.2.4.    Irrespective of the formalities provided for in the applicable legislation and in this Deed of Issue for calling the meeting, the General Meeting of Debenture Holders attended by the holders of all the Outstanding Debentures shall be deemed to be a regular meeting.

 

9.2.5.    The resolutions adopted by the Debenture Holders, within the scope of their legal competence, observing the quorums established in this Deed of Issue, shall be existing, valid and effective before the Issuer and shall bind all Debenture Holders, independently of having attended the General Meeting of Bondholders or the vote cast at the respective General Meeting of Bondholders.

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9.3. Installation Quorum

 

9.3.1.    The general meetings of Debenture Holders shall be convened, on first call, with the presence of holders of at least half of the Outstanding Debentures, and, on second call, with any quorum.

 

9.3.2.    For the purposes of constituting any and all quorums for the installation or resolution of General Meetings of Debenture Holders provided for in this Deed of Issue, "Outstanding Debentures" are considered to be: all Debentures subscribed and paid up and not redeemed, excluding Debentures held in treasury and, additionally, for the purposes of constituting a quorum, excluding Debentures owned, directly or indirectly, (i) the Issuer; (ii) any parent company, any subsidiary and/or any associate of any of the persons indicated in the preceding item; or (iii) any director, spouse, partner or relative up to the third (3rd) degree of any of the persons referred to in the preceding items.

 

9.4. Quorum

 

9.4.1.    In the resolutions of the general meetings of Debenture Holders, each of the Outstanding Debentures shall have one vote, with the possibility of appointing a proxy, whether or not a Debenture Holder. Except as provided in Clause 9.4.2 below, all resolutions to be taken at a general meeting of Debenture Holders (including those relating to the waiver or temporary pardon of an Event of Default) shall depend on the approval of Debenture Holders representing at least two-thirds (2/3) of the Outstanding Debentures if said meeting is held on first call or at least fifty percent (50%) plus one if said meeting is held on second call.

 

9.4.2.    Upon proposal by the Issuer, the General Meeting of Debenture Holders may, by favorable resolution of Debenture Holders holding at least ninety percent (90%) of the Outstanding Debentures, on first or second call, approve: any modification relating to the characteristics of the Debentures, which entail the alteration of: (a) the provisions of this Clause; (b) the Remuneration, except for the provisions of Clause 4.2.2.3 above; (c) any dates of payment of any amounts provided for in this Deed of Issue; (d) the term of the Debentures;
(e) the type of Debentures; (f) alteration of the Optional Early Redemption and Early Redemption Offer; (g) alteration of any wording of the Event of Default (except if resulting from a waiver or temporary pardon); or (h) alteration of the Guarantees.

 

9.4.3.    The presence of the Issuer's legal representatives at General Meetings of Debenture Holders called by the Issuer will be mandatory, while at meetings called by the Issuer, the Issuer's legal representatives will be present at the General Meetings of Debenture Holders called by the Issuer.

 

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by the Bondholders or the Fiduciary Agent, the presence of the Issuer's legal representatives will be optional, unless requested by the Bondholders or the Fiduciary Agent, as the case may be, in which case it will be mandatory.

 

9.4.4.    A general meeting of Debenture Holders is hereby waived in order to resolve on (i) correction of gross, typing or arithmetic errors; (ii) amendments to this Deed of Issue and/or any of the Guarantee Agreements already expressly permitted under the terms of this Deed of Issue and/or the Guarantee Agreements; (iii) amendments to this Deed of Issue and/or any of the other Guarantee Agreements as a result of requirements formulated by the CVM, B3 or ANBIMA; or (iv) amendments to this Deed of Issuance and/or to any of the Guarantee Agreements as a result of updating the registration data of the Parties, such as changes in corporate name, address and telephone number, among others, provided that the amendments or corrections referred to in items (i), (ii), (iii) and (iv) above may not cause any loss to the Debenture Holders and/or the Issuer or any change in the flow of the Debentures, and provided that there is no additional cost or expense for the Debenture Holders.

 

9.5. Board of Directors

 

9.5.1.    The chairmanship and secretariat of the General Meetings of Bondholders will be the responsibility of the representatives of the Bondholders, elected by the Bondholders present, or those appointed by the CVM.

 

9.5.2.    Without prejudice to the other provisions of this Deed of Issue, the General Meetings of Debenture Holders may be held exclusively or partially digitally, in compliance with the provisions of CVM Resolution 81.

 

CLAUSE X - DECLARATIONS AND GUARANTEES OF THE ISSUER AND GUARANTOR

 

10.1. The Issuer hereby represents and warrants that:

 

(a)    is a joint stock company duly organized, incorporated and existing as a category "B" public company before the CVM, in accordance with the laws of the Federative Republic of Brazil;

 

(b)    is duly authorized and has obtained all authorizations, including, as applicable, legal, corporate, regulatory and third-party authorizations, necessary for the execution of this Deed of Issue and the respective Guarantee Agreements and for the fulfillment of all obligations herein and therein provided for and, as the case may be, for the realization of the Issue and the Offering, all legal, corporate, regulatory and third-party requirements having been fully met;

 

(c)     the legal representatives of the Issuer who sign this Deed of Issue and the

 

56 

 

Guarantee Contracts have, as the case may be, corporate and/or delegated powers to assume, on behalf of the Issuer, the obligations provided for herein therein and, being mandataries, have the powers legitimately granted, the respective mandates being in full force;

 

(d)    this Deed of Issue and the Guarantee Agreements and the obligations provided for herein and therein constitute lawful, valid, binding and effective obligations of the Issuer, enforceable in accordance with their terms and conditions;

 

(e)    except as provided in Clause II above, no approval, authorization, consent, order, registration or qualification by or before any judicial body, governmental body or agency or regulatory body is necessary for the execution and performance of this Deed of Issue and the Guarantee Agreements and, as the case may be, for the performance of the Issue and the Offer;

 

(f)    the execution, terms and conditions of this Deed of Issue and of the Guarantee Agreements and the fulfillment of the obligations set forth herein and therein and, as the case may be, the realization of the Issue and of the Offer (a) do not infringe the bylaws of the Issuer; (b) do not infringe any contract or instrument to which the Issuer is a party and/or by which any of its assets is subject; (c) will not result in (i) the early maturity of any obligation established in any contract or instrument to which the Issuer is a party and/or by which any of its assets is subject; or (ii) termination of any such agreement or instrument; (d) not result in the creation of any lien on any of the Issuer's assets, except for the Issuer's Mining Rights Pledge; (e) not infringe any legal or regulatory provision to which the Issuer and/or any of its assets is subject; and (f) not infringe any administrative, judicial or arbitral order, decision or judgment affecting the Issuer and/or any of its assets;

 

(g)    is in compliance with its obligations under this Deed of Issue and the Guarantee Contracts, and no Event of Default has occurred or exists to date;

 

(h)    is fully aware of and fully agrees with the form of disclosure and calculation of the DI Rate, and the form of calculation of the Remuneration was agreed by the Issuer of its own free will, in compliance with the principle of good faith;

 

(i)    the Consolidated Financial Statements of Aura Minerals for the fiscal years ended December 31, 2023, 2022 and 2021 correctly represent the consolidated equity and financial position of Aura Minerals on those dates and for those periods and have been duly prepared in accordance with the Brazilian Corporation Law and the rules issued by the CVM;

 

(j)    there has been no (a) Material Adverse Effect; (b) material transaction carried out by the Issuer outside the ordinary course of its business; (c) assumption of a material obligation, direct or contingent, incurred by the Issuer outside the ordinary course of its business; or (d) change in the Issuer's share capital or substantial increase in its indebtedness;

 

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(k)    is complying with the laws, regulations, administrative rules and determinations of government bodies, authorities or judicial bodies applicable to the exercise of its activities, except for (i) those whose non-compliance does not cause a Material Adverse Effect; or (ii) are being disputed in good faith before the competent court and for which suspensive effect has been obtained;

 

(l)    is up to date with the payment of all obligations of a tax nature (municipal, state and federal), labor, social security, environmental and any other obligations imposed by law, except for (i) those whose non-compliance may not cause a Material Adverse Effect; or (ii) are being disputed in good faith before the competent court and for which suspensive effect has been obtained;

 

(m)    has valid, effective, in perfect order and in full force all licenses, concessions, authorizations, permissions and permits, including environmental ones, and mining rights in general necessary for the exercise of its activities, except for those that (i) are in the process of being renewed in a timely manner; (ii) whose absence may not cause a Material Adverse Effect; or (iii) are being disputed in good faith before the administrative authority or the competent court and for which suspensive effect has been obtained;

 

(n)    observes, as well as ensures that its subsidiaries, controlling shareholders, affiliates, managers, partners with management powers, and respective employees, provided that they are acting for the benefit of the Issuer and/or its subsidiaries and/or controlling shareholders and in the performance of their duties, observe, the obligations arising from the Anti-Corruption Laws or any other applicable anti-corruption law, as well as refraining from practicing any acts of corruption and from acting in a manner harmful to the public administration, national or foreign, in its interest or for its benefit, whether exclusive or not, to the extent that: (i) maintain internal policies and procedures that seek to ensure full compliance with Anti-Corruption Laws; (ii) give full knowledge of such rules to all their professionals and/or other service providers, prior to the start of their work within the scope of the Offer; (iii) refrain from practicing acts of corruption and from acting in a manner harmful to the public administration, national or foreign; and (iv) make it clear in all their transactions on their behalf that the other party requires compliance with Anti-Corruption Laws;

 

(o)    there is, as of this date, to the best of its knowledge, no (a) breach of any contractual or legal provision or of any judicial, administrative or arbitral order; or (b) any judicial, administrative or arbitral proceeding, inquiry or any other type of governmental investigation; which, in any of the cases in this item, (i) may cause a Material Adverse Effect and which, as applicable, is not being discussed in good faith in the administrative and/or judicial spheres; or (ii) has as its object the annulment, alteration, invalidation, or questioning of this Deed of Issue and/or the Guarantee Contracts;

 

(p)    is complying with Socio-environmental Legislation, except in cases where the non-compliance is being contested in good faith, administratively or judicially, by the Issuer and for

 

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which suspensive effect has been obtained, it being understood that this exception does not apply to Social Legislation;

 

(q)the statements made by the Issuer in the other Guarantee Agreements are true, consistent, correct, sufficient and up-to-date;

 

10.2.The Guarantor hereby declares and guarantees that:

 

(a)is a limited liability company duly organized, incorporated and existing under the laws of the Federative Republic of Brazil;

 

(b)is duly authorized and has obtained all the authorizations, including, as applicable, legal, corporate, regulatory and third-party authorizations, necessary for the execution of this Deed of Issue of the Guarantee Agreements with Immediate Effect and for the fulfillment of all the obligations provided for herein and therein and, as the case may be, for the realization of the Issue and the Offering, all the legal, corporate, regulatory and third-party requirements necessary for such having been fully satisfied;

 

(c)the legal representatives of the Guarantor who sign this Deed of Issue and the Guarantee Agreements with Immediate Effectiveness have, as the case may be, corporate and/or delegated powers to assume, on behalf of the Guarantor, the obligations provided for herein and therein and, being mandataries, have the powers legitimately granted, the respective mandates being in full force;

 

(d)the execution, terms and conditions of this Deed of Issue and of the Guarantee Agreements with Immediate Effectiveness and the fulfillment of the obligations set forth herein and therein and, as the case may be, the realization of the Issue and the Offer (a) do not infringe the articles of association of the Guarantor; (b) are not in breach of any agreement or instrument to which the Guarantor is a party and/or by which any of its assets is subject; (c) will not result in (i) early maturity of any obligation established in any agreement or instrument to which the Guarantor is a party and/or by which any of its assets is subject; or (ii) termination of any such contract or instrument; (d) will not result in the creation of any Lien on any of the assets of the Guarantor, except for the Pledge of Mining Rights of the Guarantor; (e) do not infringe any legal or regulatory provision to which the Guarantor and/or any of its assets is subject; and (f) do not infringe any administrative, judicial or arbitral order, decision or judgment affecting the Guarantor and/or any of its assets;

 

(e)this Deed of Issue and the Guarantee Agreements and the obligations provided for herein and therein constitute lawful, valid, binding and effective obligations of the Guarantor, enforceable in accordance with their terms and conditions;

 

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(f)is up to date with the payment of all tax (municipal, state and federal), labor, social security, environmental and any other obligations imposed by law, except for (i) those whose non-compliance may not cause a Material Adverse Effect; or (ii) are being disputed in good faith before the competent court and for which suspensive effect has been obtained; and

 

(g)is in compliance with its obligations under this Deed of Issue and the Guarantee Agreements with Immediate Effectiveness, and no Event of Default has occurred and does not exist at the present time;

 

(h)there has been no (a) Material Adverse Effect; (b) material transaction carried out by the Guarantor outside the ordinary course of its business; (c) assumption of a material obligation, direct or contingent, incurred by the Guarantor outside the ordinary course of its business; or (d) change in the share capital or substantial increase in the indebtedness of the Guarantor;

 

(i)is complying with the laws, regulations, administrative rules and determinations of government agencies, municipalities or judicial bodies applicable to the exercise of its activities, except for (i) those whose non-compliance does not cause a Material Adverse Effect; or (ii) are being disputed in good faith before the competent court and for which suspensive effect has been obtained; and

 

(j)has valid, effective, in perfect order and in full force all licenses, concessions, authorizations, permissions and permits, including environmental ones, and mining rights in general necessary for the exercise of its activities, except for those that (i) are in a timely renewal process; (ii) the absence of which may not cause a Material Adverse Effect; or (iii) are being disputed in good faith before the competent administrative authority or court and for which suspensive effect has been obtained.

 

(k)observes, as well as ensures that its subsidiaries, controlling shareholders, affiliates, managers, partners with management powers, and respective employees, provided that they are acting for the benefit of the Guarantor and/or its subsidiaries and/or controlling shareholders and in the performance of their duties, observe, the obligations arising from the Anti-Corruption Laws or any other applicable anti-corruption law, as well as refraining from practicing any acts of corruption and from acting in a manner harmful to the public administration, national or foreign, in its interest or for its benefit, whether exclusive or not, to the extent that it does so: (i) maintain internal policies and procedures that seek to ensure full compliance with Anti-Corruption Laws; (ii) give full knowledge of such rules to all their professionals and/or other service providers, prior to the start of their work within the scope of the Offer; (iii) refrain from practicing acts of corruption and acting in a manner harmful to the public administration, national or foreign; and (iv) make it clear in all their transactions on their behalf that the other party requires compliance with Anti-Corruption Laws;

 

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(l)is complying with the Social and Environmental Legislation, except for cases in which the non-compliance is being contested in good faith, administratively or judicially, by the Guarantor and for which suspensive effect has been given, it being understood that this exception does not apply to the Social Legislation;

 

CLAUSE XI- GENERAL PROVISIONS

 

11.1. Resignation

 

11.1.1.  No waiver of any of the rights arising from this Deed of Issue shall be presumed, no delay, omission or liberality in the exercise of any right, faculty or prerogative incumbent upon the Fiduciary Agent and/or the Bondholders, due to any default by the Issuer, shall prejudice the exercise of such rights, faculties or remedies, or shall be construed as constituting a waiver thereof or agreement with such default, nor shall it constitute novation or modification of any other obligations assumed by the Issuer in this Deed of Issue, or precedent with respect to any other default or delay.

 

11.2. Expenses

 

11.2.1 The Issuer shall bear any and all costs of the Issue, including: (a) those arising from the public placement of the Debentures, including all costs relating to their deposit with B3; (b) the registration and publication of all acts necessary for the Issue, such as this Deed of Issue and the Issuer's corporate acts; and (c) the costs of hiring the Fiduciary Agent, the Risk Rating Agency, the Settlement Bank and the Bookkeeper.

 

11.3. Irrevocability

 

11.3.1.  This Deed of Issue is entered into on an irrevocable and irreversible basis, binding the parties and their successors in title.

 

11.4. Independence from the Provisions of the Deed of Issue

 

11.4.1.    Should any of the provisions of this Deed of Issue be deemed illegal, invalid or ineffective, all other provisions not affected by such judgment shall prevail, and the Parties undertake, in good faith, to replace the affected provision with another that, as far as possible, produces the same effect.

 

11.4.2.    A General Meeting of Bondholders is hereby waived in order to resolve on: (i) the correction of errors, including, but not limited to, gross, typing or arithmetic errors; (ii) amendments to any documents of the Issue expressly permitted under the terms of the respective Issue document(s); (iii) alterations to any Issue documents due to requirements formulated by the CVM, B3 or ANBIMA; or (iv) as a result of updating the registration data of the Parties, such as changes in corporate name, address and telephone number, among others,

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provided that the changes or corrections referred to in items "(i)" to "(iv)" above cannot cause any loss to the Debenture Holders or any change in the flow of the Debentures, and provided that there is no additional cost or expense for the Debenture Holders.

 

11.4.2.1.  Notwithstanding the exemption from holding a General Meeting of Bondholders to decide on the matters indicated in Clause 11.4.2 above, the Parties shall remain obliged to take all the measures, as well as to draw up, enter into and register all the documents necessary for the purpose of correcting non-material errors or amending the Issue documents in the cases provided for in clauses "(i)" to "(iv)" of Clause 11.4.2.

 

11.5. Extrajudicial Executive Title and Specific Execution

 

11.5.1.  This Deed of Issue and the Debentures constitute extrajudicial enforceable titles, pursuant to items "I" and "II" of article 784 of the Code of Civil Procedure, and the Parties hereby acknowledge that, regardless of any other applicable measures, the obligations assumed pursuant to this Deed of Issue and in relation to the Debentures are subject to specific enforcement, subject to the provisions of articles 815 et seq. of the Code of Civil Procedure, without prejudice to the right to declare the early maturity of the Debentures, pursuant to this Deed of Issue.

 

11.6. Calculation of the Deadline

 

11.6.1.  Unless otherwise specifically provided in this Deed of Issue, the time limits established in this Deed of Issue shall be computed in accordance with the rule prescribed in article 132 of the Civil Code, excluding the day on which they begin and including the day on which they expire.

 

11.7. Communications

 

11.7.1.  Any notices, instructions or communications to be given by any of the Parties under this Deed of Issue shall be sent to the following addresses:

 

If for the Issuer:

AURA ALMAS MINERAÇÃO S.A.

Av. das Nações Unidas, 14261 - Torre B - Escritório 26-112 São Paulo, SP, Brazil - CEP 04730-090

Attn: Ms. Simone Gonçalves

Tel.: (11) 99372-5378

E-mail: simone.goncalves@auraminerals.com

 

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If for the Fiduciary Agent:

OLIVEIRA TRUST DISTRIBUIDORA DE TÍTULOS E VALORES MOBILIÁRIOS S.A.

Avenida das Nações Unidas, nº 12.901, 11º andar, conjuntos 1101 e 1102, Torre Norte, Centro Empresarial Nações Unidas (CENU), Brooklin

CEP 04.578-910 - São Paulo, SP

Attn: Mr. Antonio Amaro and Mrs. Maria Carolina Abrantes Lodi de Oliveira

Tel.: (21) 3514-0000

E-mail: af.controles@oliveiratrust.com.br

 

If for the Guarantor:

AURA MATUPÁ MINERAÇÃO LTDA.

Av. das Nações Unidas, 14261 - Torre B - Escritório 26-112 São Paulo, SP, Brazil - CEP 04730-090

 

Attn: Ms. Simone Gonçalves

Tel.: (11) 99372-5378

E-mail: simone.goncalves@auraminerals.com

 

If for the Settling Bank

Itaú Unibanco S.A. Praça Alfredo Egydio de Souza Aranha, 100, Torre Olavo Setubal CEP 04.344-902 Attn: Juliana Lima/Alessandro Rodrigues

Tel.: (11) 4090-1482 

E-mail: escrituracaorf@itau-unibanco.com.br

 

If for the Bookkeeper: 

ITAÚ CORRETORA DE VALORES S.A.

Avenida Brigadeiro Faria Lima, nº 3500, 3º andar CEP 04.538-132 - São Paulo - SP

Attn: Juliana Lima/Alessandro Rodrigues

Tel.: (11) 4090-1482

E-mail: escrituracaorf@itau-unibanco.com.br

 

If for B3

B3 S.A. - BRASIL, BOLSA, BALCÃO - BALCÃO B3

Praça Antônio Prado nº 48, 6º Andar, Centro São Paulo/SP, CEP 01.010-901

Attn: Superintendence of Corporate Securities and Funds Offerings - SCF Tel.: (11) 2565-5061

E-mail: valores.mobiliarios@b3.com.br

 

63 

 

11.7.2.    Notices, instructions and communications relating to this Deed of Issue shall be deemed to have been delivered when received under protocol or with "acknowledgement of receipt" issued by the Brazilian Post Office, or by telegram at the above addresses. Communications sent by electronic mail shall be deemed to have been received on the date on which they are sent, provided that their receipt is confirmed by means of a receipt issued by the sender (receipt issued by the machine used by the sender).

 

11.7.3 The change of any of the above addresses must be immediately communicated to the Settlement Bank, the Bookkeeper, the Issuer and the Fiduciary Agent by the Party whose address has changed.

 

11.8. Good Faith and Fairness

 

11.8.1.    The Parties mutually and expressly declare that this Deed of Issue was entered into in compliance with the principles of probity and good faith, by free, conscious and firm expression of the Parties' will and in a perfect relationship of equity. In the event of ambiguity, there shall be no interpretation in terms that are more beneficial to any Party, thus ruling out the application of article 113, paragraph 1, item "IV", of the Civil Code, and the provisions of article 421-A of the Civil Code shall be respected.

 

11.9. Applicable Law

 

11.9.1. This Deed of Issue is governed by the Laws of the Federative Republic of Brazil.

 

11.10. Signature with Digital Certificate

 

11.10.1.    The Parties affirm and declare that this Deed of Issue will be signed with an ICP-Brasil digital certificate, pursuant to article 10, paragraph 1 of MP 2200-2/2001, and article 6 of Decree 10.278/2020, and that the signatures will be considered valid, binding and enforceable, provided that they are signed by the Parties' legal representatives. The Parties waive the possibility of demanding the exchange, sending or delivery of the original (non-electronic) signed copies of this Deed of Issue, as well as waiving the right to refuse or challenge the validity of electronic signatures, to the maximum extent permitted by applicable law.

 

11.11. Forum

 

11.11.1.    The central court of the City of São Paulo, State of São Paulo, is hereby elected to settle any doubts or controversies arising from this Deed of Issue, with waiver of any other, however privileged. Pursuant to article 63 of the Code of Civil Procedure, the choice of court provided for herein is justified by the fact that it is the domicile of at least one of the Parties at the time of the execution of this Deed of Issue.

 

The Parties agree that, for all legal purposes, the effective date of this Deed of Issue shall be the date of this document, even if any of the Parties electronically signs this Deed of Issue on a

 

64 

 

later date, for any reason, in which case the Parties hereby agree that the effects of this instrument shall be retroactive to the date mentioned herein. Furthermore, even if any of the Parties electronically signs this instrument at a different location, the place of execution of this instrument is, for all purposes, the City of São Paulo, State of São Paulo, as indicated below.

 

Being thus certain and adjusted, the Parties, binding themselves and their successors, sign this Deed of Issue, by means of a digital signature platform certified by ICP-Brasil, under the terms of Provisional Measure 2.200-2 of August 24, 2001, together with two (2) witnesses identified below, who also sign it.

 

São Paulo/SP, September 08, 2024.

 

(Signatures follow on the next page.)

 

(The rest of this page has been intentionally left blank.)

 

65 

 

Signature Page 1/2 of the "Private Instrument of Deed of the 2nd (Second) Issue of Simple Debentures, Not Convertible into Shares, of the Type with Real Guarantee, with Additional Fiduciary Guarantee, in a Single Series, for Public Distribution, Registered under the Automatic Rite, By Aura Almas Mineração S.A."

 

AURA ALMAS MINERAÇÃO S.A.

 

/s/ Natasha Utescher /s/ Marcus Vinicius Oliveira Cavalcanti
Name: Natasha Utescher Name: Marcus Vinicius Oliveira Cavalcanti
CPF: CPF:

 

 

OLIVEIRA TRUST DISTRIBUIDORA DE TÍTULOS E VALORES MOBILIÁRIOS S.A.

 

/s/ Bianca Galdino Batistela /s/ Nilson Raposo Leite
Name: Bianca Galdino Batistela Name: Nilson Raposo Leite
CPF: CPF:

 

 

AURA MATUPÁ MINERAÇÃO LTDA.

 

/s/ Simone Pereira Gonçalves /s/ Pitágoras Soares Costa
Name: Simone Pereira Gonçalves Name: Pitágoras Soares Costa
CPF: CPF:

66 

 

Signature Page 2/2 of the "Private Deed Instrument of the 2nd (Second) Issue of Simple Debentures, Non-Convertible into Shares, of the Type with Real Guarantee, with Additional Fiduciary Guarantee, in a Single Series, for Public Distribution, Registered Under the Automatic Rite, By Aura Almas Mineração S.A."

 

WITNESSES:

 

/s/ Wendell Luiz Teixeira Almeida

/s/ Bruno Inocencio

 

67 

 

Exhibit 10.4

 

Free English Translation

 

 

Page 1 of 8 

 

 

 

FIRST ADDENDUM TO THE PRIVATE DEED OF THE 2ND (SECOND) ISSUE OF SIMPLE DEBENTURES, NOT CONVERTIBLE INTO SHARES, OF THE TYPE WITH REAL GUARANTEE, WITH ADDITIONAL FIDUCIARY GUARANTEE, IN A SINGLE SERIES, FOR PUBLIC DISTRIBUTION, REGISTERED UNDER THE AUTOMATIC RITE, OF AURA ALMAS MINERAÇÃO S.A.

 

 

 

between

 

 

 

AURA ALMAS MINERAÇÃO S.A.,
as Issuer,

 

 

 

AURA MATUPÁ MINERAÇÃO LTDA.
as Guarantor and Consenting Party

 

 

 

&

 

 

 

OLIVEIRA TRUST DISTRIBUIDORA DE TÍTULOS E VALORES MOBILIÁRIOS S.A.,
as Fiduciary Agent, representing the community of Debenture Holders

 

 

_____________________

 

Dated

September 25, 2024

_____________________

 

 

 

Page 2 of 8

FIRST ADDENDUM TO THE PRIVATE DEED OF THE 2ND (SECOND) ISSUE OF SIMPLE DEBENTURES, NOT CONVERTIBLE INTO SHARES, OF THE TYPE WITH REAL GUARANTEE, WITH ADDITIONAL FIDUCIARY GUARANTEE, IN A SINGLE SERIES, FOR PUBLIC DISTRIBUTION, REGISTERED UNDER THE AUTOMATIC RITE, OF AURA ALMAS MINERAÇÃO S.A.

 

By this private instrument, the following qualified parties (each individually a “Party” and jointly the “Parties”):

 

I.          as issuer and offeror of the debentures subject to the Deed of Issue (as defined below):

 

AURA ALMAS MINERAÇÃO S.A., a publicly traded company, category B before the Brazilian Securities and Exchange Commission (“CVM”). CVM, in its operational phase, headquartered in the City of Almas, State of Tocantins, at Fazenda Mateus Lopes, S/N, Zona Rural, CEP 77310-000, registered with the National Register of Legal Entities of the Ministry of Finance ("CNPJ”) under No. 08.213.823/0001-07, with its articles of incorporation registered with the Commercial Registry of the State of Tocantins ("JUCETINS”) under NIRE 17.300.009.423, (“Issuer”) hereby represented in the form of its bylaws; and

 

II.         as fiduciary agent, appointed in the Deed Issuance, representing the holders of the “Debentures” (as defined below), “Debenture Holders” and, individually, “Debenture Holder”:

 

OLIVEIRA TRUST DISTRIBUIDORA DE TÍTULOS E VALORES MOBILIÁRIOS S.A., a corporation, headquartered in the city of São Paulo, State of São Paulo, at Avenida das Nações Unidas, nº 12.901, 11th floor, suites 1101 e 1102, Torre Norte, Centro Empresarial Nações Unidas (CENU), Brooklin, CEP 04.578-910, registered with the CNPJ under nº 36.113.876/0004-34 (“Fiduciary Agent”), hereby represented in the form of its bylaws, in the capacity of fiduciary agent of this issue.

 

III.        as actual guarantor and consenting party:

 

AURA MATUPÁ MINERÇÃO LTDA., a limited liability company, com sede no município de Guarantã do Norte, estado do Mato Grosso, na Rua Quatro no 205, quadra 19, lote 09, CEP, registered with the CNPJ under /0001- with its articles of 78.520-000 no 17.708.824 13 incorporation "registrados perante a Junta Comercial do Estado de Mato Grosso ("JUCEMAT”) under NIRE no 51.201.368.597, hereby represented in the form of its articles of association (“Guarantor”).

 

WHEREAS:

 

(i)the Parties entered into, on September 8, 2024, the Private Deed Instrument of the 2nd (Second) Issue of Simple Debentures, Not Convertible into Shares, of the Type with Real Guarantee, with Additional Fiduciary Guarantee, in a Single Series, for Public Distribution, Registered Under the Automatic Rite, of Aura Almas Mineração S.A. (“Deed of Issue”) which was duly filed with JUCETINS on September 13, 2024, under No. ED000111000, to govern the terms and conditions of the public distribution, pursuant to CVM Resolution No. 160, of July 13, 2022, as amended CVM Resolution 160 of the simple

 

 

Page 3 of 8

debentures, not convertible into shares, of the type with real guarantee, with additional fiduciary guarantee, in a single series, of the 2nd (second) issue of the Issuer ("Debentures” and "Issue” respectively);"

 

(ii)the Parties have had adequate time and conditions to evaluate and discuss all the clauses of this instrument, the execution, performance and termination of which are guided by the principles of equality, probity, loyalty and good faith; and

 

(iii)on September 25, 2024, the Extraordinary General Meeting of the Issuer and the Meeting of the Partners of the Guarantor were held, in order to re-ratify the minutes of the Extraordinary General Meeting of the Issuer and the Meeting of the Partners of the Guarantor, both held on September 8, 2024, in order to approve the increase in the total amount of the Issue, as well as to modify certain clauses and conditions.

 

The Parties hereby resolve, in due form of law, to enter into this First Amendment to the Private Deed Instrument of the 2nd (Second) Issue of Simple Debentures, Not Convertible into Shares, of the Type with Real Guarantee, with Additional Fidejussory Guarantee, in a Single Series, for Public Distribution, Registered Under the Automatic Registration Rite, of Aura Almas Mineração S.A. ("Amendment”) by means of the following clauses and conditions:

 

CLAUSE One     -     DEFINED TERMS

 

1.1. Terms beginning with capital letters used in this Amendment which are not expressly defined herein shall have the respective meanings attributed to them in the Deed of Issue.

 

CLAUSE Two     -     REQUIREMENTS

 

2.1. Pursuant to Clause 2.3.1 of the Deed of Issue, unless otherwise regulated by the CVM, pursuant to paragraph 5 of article 62 of the Brazilian Corporation Law, this Amendment must be filed with JUCETINS, and one (1) original copy of this Amendment filed with JUCETINS must be sent by the Issuer to the Fiduciary Agent within five (5) Business Days of obtaining the filing.

 

CLAUSE Three   -     THE AMENDMENTS

 

3.1. The Parties resolve to amend clauses 1.1.1, 1.2.1, 2.2.1, 2.2.2, 2.2.3, 3.2.1, 3.5.1, 4.1.8, 4.2.2.1, 6.1, (xvii), 6.1, (xxxv), 6.1, (xxxvi) and 6.5 of the Deed of Issue, which shall come into force with the following new wording:

 

1.1.1 This Deed of Issue is entered into on the basis of the Extraordinary General Meetings of the Issuer held on September 8, 2024 and September 25, 2024 ("Corporate Approvals of the Issuer”) at which the following were resolved and approved: (a) the Issue and the Offering (as defined below), as well as its main terms and conditions; (b) the granting of the Issuer’s Mining Rights Pledge and the execution of the Issuer’s Mining Rights Pledge Agreement, under Suspensive Condition (as defined below); (c) the execution of the Fiduciary Sale of Shares Agreement, under Suspensive Condition; (d) authorization to grant powers of attorney on behalf of the Fiduciary Agent, on an irrevocable and irreversible basis, within the scope of the Issuer’s Mining Rights Pledge

 

 

Page 4 of 8

Agreement (as defined below) and the Fiduciary Share Alienation Agreement (as defined below), for the term of validity to be determined in the respective agreements; (e) the express authorization to the Issuer’s board of directors to perform all acts, take all measures and adopt all measures necessary for the formalization, effectiveness and administration of the resolutions taken in the Issuer’s Corporate Approvals, including the signing of any and all documents related to the Issue and the Offering, including, but not limited to, this Issue Deed, the Distribution Agreement (as defined below), the Collateral Security Agreements (as defined below) and any amendments to such instruments (if necessary), and the hiring of the service providers necessary for the implementation of the Issue and the Offer; and (f) the ratification of all decisions taken by the Issuer’s board of directors in relation to the items above, all in accordance with the provisions of article 59, caput and §1º, of Law no. 6.404 of December 15, 1976, as amended – ("Brazilian Corporation Law”).

 

1.2.1 At the shareholders’ meetings held on September 8, 2024 and September 25, 2024, the Guarantor approved the ("Guarantor’s Corporate Approvals”) to (a) grant the Guarantor’s Mining Rights Pledge and enter into the Guarantor’s Mining Rights Pledge Agreement (as defined below); (b) enter into the Quota Fiduciary Alienation Agreement (as defined below); (c) the granting of powers of attorney on behalf of the Fiduciary Agent, on an irrevocable and irreversible basis, within the scope of the Guaranteeing Company’s Mining Rights Pledge Agreement and the Quota Fiduciary Alienation Agreement; (d) the execution of any and all documents related to the Issue, including, but not limited to, the execution of this Issue Deed and the assumption of the other obligations provided for herein and in the other Offer Documents; and (e) the ratification of any and all acts already carried out by the management of the Guarantor in relation to items (a) to (e) above.

 

(...)

 

2.2.1. Pursuant to article 62 of the Brazilian Corporate Law, the minutes of the Issuer’s Corporate Approvals shall be duly filed with JUCETINS and published in the Issuer’s Publication Journal (as defined below), to article 289 of the Brazilian Corporate Law, without prejudice to the Issuer observing other requirements that may be regulated by CVM, pursuant to paragraph 5 of article 62 of the Brazilian Corporate Law.

 

2.2.2. The minutes of the Guarantor’s Corporate Approvals shall be duly filed with JUCEMAT and published in the Journal “Diário of Cuiabá” of ("Publication Newspaper of the Guarantor”) and, together with the Publication Newspaper of the Issuer, the ("Publication Newspapers”) in accordance with the legislation in force.

 

2.2.3. The Corporate Approvals of the Issuer and the Corporate Approvals of the Guarantor, as well as any other corporate acts related to the Issue and the Debentures that may be carried out after the registration of this Issue Deed with JUCETINS, shall also be (a) filed with the competent commercial registry within five (5) Business Days of their completion; and (b) published in the Publication Newspapers, as applicable, within five (5) Business Days of their execution, observing that one (1) electronic copy (PDF) of the Corporate Approvals and of the other corporate acts shall be sent to the

 

 

Page 5 of 8

Fiduciary Agent within five (5) Business Days after the date of the effective filing of the corporate acts with the competent commercial registry.

 

(..)

 

3.2.1 The net funds raised by the Issuer through the Issue shall be used for (i) cash reinforcement and ordinary management of the Issuer’s business; (ii) early redemption of all debentures issued by the Issuer within the scope of the First Issue, under the terms set forth in the Issuer’s First Issue Deed, within thirty (30) days of the Profitability Commencement Date; and (iii) payment and full settlement of other debts of the Issuer.

 

(...)

 

3.5.1 The total value of the Issue will be R$ 1,000,000,000.00 (one billion reais), on the Issue Date, distributed under a firm guarantee ("Total Value of the Issue”).

 

(...)

 

4.1.8. Number of Debentures. 1,000,000 (one million) Debentures will be issued.

 

(...)

 

4.2.2.1 The Unit Nominal Value or the balance of the Unit Nominal Value of the Debentures, as the case may be, shall bear interest to be defined in the Bookbuilding Procedure and, in any case, limited to the accumulated variation of 100% (one hundred percent) of the average daily rates of the one-day DI Interbank Deposit, grupo extra-expressed as a percentage per annum, based on 252 (two hundred and fifty-two) Business Days, calculated and disclosed daily by B3, in the daily information available on its website (http://www.b3.com.br) ("DI Rate”) plus a spread (surcharge) to be defined in accordance with the Bookbuilding Procedure and, in any , of at least 1.60% (one whole and sixty hundredths) and, a maximum of 1.75% (one integer and seventy-five hundredths percent) per annum, based on 252 (two hundred and fifty-two) Business Days ("Remuneration”).

 

(...)

 

6.1 The Fiduciary Agent shall, once the provisions of Clauses 6.2 to 6.9 below, consider all obligations arising from the Debentures to be due in advance and promptly demand payment by the Issuer of the Nominal Unit Value or balance of the Nominal Unit Value, plus the Remuneration due, calculated pro rata temporis, and the Late Payment Charges and fines, if any, levied up to the date of their effective payment, or, as applicable, convene a General Meeting of Debenture Holders (as defined below), under the terms of this Deed of Issue, to resolve on the non-declaration of the early maturity of all the obligations subject to this Deed of Issue, in the event of any of the situations set forth in this Clause, respecting the respective applicable cure periods (each of these events, an ("Event of Default”):

 

(...)

 

 

Page 6 of 8

(xvii) in the event that the obligations arising from the Issuer’s First Issue are not fully discharged and the Real Guarantees of the First Issue are not released before the competent securities and documents registry offices, as well as the cancellation of the annotation in the Issuer’s share registry book, as applicable, under the terms and conditions set out in each Guarantee Agreement of the Issuer’s First Issue within 30 (thirty) days of the Profitability Commencement Date, it being understood that said term may be extended by 30 (thirty) days in the event of a proven delay in the signing, by the Trustee, of the respective terms of release of the Real Guarantees of the Issuer’s First Issue.

 

(xxxv) failure by Aura Minerals to comply with the financial ratio below, to be calculated by Aura Minerals on a quarterly basis in accordance with generally accepted accounting principles in Brazil and monitored by the Trustee within a period of up to 15 (fifteen) Business Days from the date of receipt by the Trustee of the information referred to in Clause 7. Indice 1.1, (iii)(a) below, based on the Financial Statements of Aura Minerals, reported quarterly, in United States Dollars, as the Financial case may be from and including Aura Minerals’ Consolidated Financial Statements for the fiscal year ended September 31, 2024 until the determination to be made based on Aura Minerals’ Consolidated Financial Statements for the three (3) month period ended June 30, 2025:

 

(a) the financial ratio resulting from dividing Net Debt by Aura Minerals’ EBITDA, which must be equal to or less than 2.75x.

 

(xxxvi) after the calculation of the Initial Financial Ratio for the three (3) month period ending on June 30, 2025, failure by the Issuer to comply with the financial ratio below, to be calculated by the Issuer on a quarterly basis, in accordance with generally accepted accounting principles in Brazil and monitored by the Trustee within the term of up to 5 (five) Business Days from the date of receipt, by the Trustee, of the information referred to in Clause 7.1.1, (iii)(a) below, based on the quarterly information and financial statements available from the Issuer, considering the period of 12 (twelve) months prior to the date of issue. e, em conjunto com o Índice Financeiro Inicial, as ("Financial Ratios”):

 

Closing of Financial Years and Quarters 

 

(always considering the period of 12 (twelve) months prior to said date) 

Net Debt/EBITDA
Until October 2, 2027 (First Debenture Amortization Date) Less than or equal to 2.00x
From October 2, 2027 (First Debenture Amortization Date) until the Debenture Maturity Date Less than or equal to 1.50x

 

Page 7 of 8

For the purposes of this Deed of Issue, Net Debt and EBITDA shall have the following meanings:

 

"corresponde ao somatório acumulado dos últimos doze meses, até a data de net income for the period before deducting: (i) current income tax and deferred income tax expenses, (ii) depreciation and amortization expenses, (ii) financial expenses less financial income, (iv) other net income (expenses) and non-operating income (expenses), including the effects of the sale or impairment of non-current assets and equity instruments.”

 

"significa o somatório dos dividas consolidadas de em "Net Debt” Loans and reduced by the amount of cash and cash equivalents. Liabilities relating to operating leases should not be taken into account for calculation purposes.”

 

6.5. In the event of early maturity of the obligations arising from the Debentures, the Issuer undertakes to redeem all of the Debentures, with their consequent cancellation, by paying the Nominal Unit Value or the balance of the Nominal Unit Value of the Debentures, plus the respective Remuneration, calculated pro rata temporis, from the Yield Commencement Date or the date of payment of the respective Remuneration immediately preceding, as the case may be, until the date of the effective payment, without prejudice to the payment of the Late Payment Charges, as the case may be, and any other amounts eventually due by the Issuer under the terms of this Deed of Issue and/or any of the respective Guarantee Agreements, within 3 (three) Business Days of the early maturity date, failing which they will also be obliged to pay late payment charges.

 

CLAUSE Four    -     RATIFICATIONS

 

4.1. All other clauses, items, characteristics and conditions contained in the Deed of Issue that have not been expressly altered by this Amendment are hereby ratified and remain in full force and effect, as they stand.

 

4.2. The Issuer hereby declares and guarantees to the Fiduciary Agent that all the declarations and guarantees provided for in the Deed of Issue not expressly amended by this Amendment remain true, correct and fully valid and effective on the date of signature of this Amendment.

 

CLAUSE Five     -     GENERAL PROVISIONS

 

5.1. This Amendment is signed irrevocably and irretractably, binding the Parties and their successors in title.

 

5.2. This Amendment constitutes an extrajudicial enforcement instrument, pursuant to article 784, items I and III, of Law No. 13,105, of March 16, 2015, as amended by the ("Code of Civil Procedure”), and the Parties hereby acknowledge that, regardless of any other applicable measures, the obligations assumed under the terms of the Indenture are subject to specific enforcement, subject to the provisions of articles 815 et seq. of the Code Civil Procedure, without prejudice to the right to declare the early maturity of the Debentures under the terms of the Indenture.

 

 

Page 8 of 8

5.3. This Amendment will be signed by electronic, digital and/or computerized means, it being understood that the Parties recognize this form of contracting as valid and fully effective, constituting a legitimate and sufficient form for proving the identity and validity of the declaration of will of the Parties to enter into any amendments, and must, in any case, comply with the rules in force for verifying the authenticity of the signatures of the Parties, in accordance with article 107 of the Civil Code and paragraph 1 of article 10 of Provisional Measure 2.200-2 of August 24, 2001.

 

5.4. The jurisdiction of the District of São Paulo, State of São Paulo, is hereby elected to settle any doubts or controversies arising from this Amendment, waiving any other jurisdiction, however privileged it may be.

 

And being thus just and contracted, the Issuer and the Fiduciary Agent sign this Amendment, in electronic form.

 

 

 

Signature Page 1/2 of the First Amendment to the Private Deed Instrument of the 2nd (Second) Issue of Simple Debentures, Not Convertible into Shares, of the Type with Real Guarantee, with Additional Fidejussory Guarantee, in a Single Series, for Public Distribution, Registered Under the Automatic Rite, By Aura Almas Mineração S.A.

 

AURA ALMAS MINERAÇÃO S.A.

 

/s/ Natasha Utescher   /s/ Marcus Vinicius Oliveira Cavalcanti
     

 

 

AURA MATUPÁ MINERAÇÃO LTDA.

 

/s/ Simone Pereira Goncalves   /s/ Pitagoras Soares da Costa
     

 

 

OLIVEIRA TRUST DISTRIBUIDORA DE TÍTULOS E VALORES MOBILIÁRIOS S.A.

 

/s/ Bianca Galdino Batistela   Nilson Raposo Leite
     

 

 

 

 

Signature Page 2/2 of the First Amendment to the Private Deed Instrument of the 2nd (Second) Issue of Simple Debentures, Not Convertible into Shares, of the Type with Real Guarantee, with Additional Fidejussory Guarantee, in a Single Series, for Public Distribution, Registered Under the Automatic Rite, By Aura Almas Mineração S.A.

 

WITNESSES:

 

/s/ Wendell Luiz Teixeira Almeida   /s/ Bruno Inocencio
     

 

 

 

 

Exhibit 10.5

 

Free English Translation

 

 

SECOND ADDENDUM TO THE PRIVATE DEED OF THE 2ND (SECOND) ISSUE OF SIMPLE DEBENTURES, NOT CONVERTIBLE INTO SHARES, OF THE TYPE WITH REAL GUARANTEE, WITH ADDITIONAL FIDUCIARY GUARANTEE, IN A SINGLE SERIES, FOR PUBLIC DISTRIBUTION, REGISTERED UNDER THE AUTOMATIC RITE, OF AURA ALMAS MINERAÇÃO S.A.

 

 

 

between

 

 

 

AURA ALMAS MINERAÇÃO S.A.,

 

 

 

as Issuer,

 

 

 

AURA MATUPÁ MINERAÇÃO LTDA.

as Guarantor and Consenting Party

 

 

 

and

 

 

 

OLIVEIRA TRUST DISTRIBUIDORA DE TÍTULOS E VALORES MOBILIÁRIOS S.A.,

as Fiduciary Agent, representing the community of Debenture Holders

 

 

 

 

 

Dated

October 15, 2024

 

 

 

 

 

1 

 

SECOND ADDENDUM TO THE PRIVATE DEED OF THE 2ND (SECOND) ISSUE OF SIMPLE DEBENTURES, NOT CONVERTIBLE INTO SHARES, OF THE TYPE WITH REAL GUARANTEE, WITH ADDITIONAL FIDUCIARY GUARANTEE, IN A SINGLE SERIES, FOR PUBLIC DISTRIBUTION, REGISTERED UNDER THE AUTOMATIC RITE, OF AURA ALMAS MINERAÇÃO S.A.

 

By this private instrument, the parties qualified below (each, individually, "Party" and, jointly, "Parties"):

 

I.         as issuer and offeror of the debentures subject to this Deed of Issue (as defined below):

 

AURA ALMAS MINERAÇÃO S.A., a publicly traded company, category "B" before the Brazilian Securities and Exchange Commission ("CVM"), in the operational phase, headquartered in the City of Almas, State of Tocantins, at Fazenda Mateus Lopes, S/N, Zona Rural, CEP 77310-000, registered with the National Register of Legal Entities of the Ministry of Finance ("CNPJ") under No. 08.213.823/0001-07, with its articles of incorporation registered with the Commercial Registry of the State of Tocantins ("JUCETINS") under NIRE 17.300.009.423 ("Issuer"), hereby represented in the form of its bylaws; and

 

II.          as fiduciary agent, appointed in this Deed of Issue, representing the community of holders of the Debentures (as defined below) ("Debenture Holders" and, individually, "Debenture Holder"):

 

OLIVEIRA TRUST DISTRIBUIDORA DE TÍTULOS E VALORES MOBILIÁRIOS S.A., company by shares, headquartered in the city of São Paulo, State of São Paulo, at Avenida das Nações Unidas, nº 12.901, 11º andar, conjuntos 1101 e 1102, Torre Norte, Centro Empresarial Nações Unidas (CENU), Brooklin, CEP 04.578-910, registered with the CNPJ under nº 36.113.876/0004-34 ("Fiduciary Agent"), hereby represented in the form of its bylaws, as fiduciary agent for this issue.

 

III.       as real guarantor and consenting party:

 

AURA MATUPÁ MINERAÇÃO LTDA., a limited company, with headquarters in the municipality of Guarantã do Norte, State of Mato Grosso, at Rua Quatro, nº 205, quadra 19, lote 09, CEP 78.520-000, registered with the CNPJ under No. 17.708.824/0001-13 with its articles of incorporation registered with the Commercial Registry of the State of Mato Grosso ("JUCEMAT") under NIRE No.  51.201.368.597, hereby represented in the form of its articles of incorporation ("Guarantor").

 

(i)    on September 8, 2024, the Parties entered into the "Private Deed of the 2nd (Second) Issue of Simple Debentures, Not Convertible into Shares, of the Type with Real Guarantee, with Additional Fiduciary Guarantee, in a Single Series, for Public Distribution, Registered Under the Automatic Rite, by Aura Almas Mineração S.A", as amended ("Deed of Issue"), which was duly registered with JUCETINS, on September 13, 2024, under No. ED000111000, to govern the terms and conditions of the public distribution, pursuant to CVM Resolution No. 160, of July 13, 2022, as amended ("CVM Resolution 160"), of the simple debentures, not convertible into shares, of the type with real guarantee, with additional fiduciary guarantee, in a single series, of the 2nd (second) issue of the Issuer ("Debentures" and "Issue", respectively);

 

(ii)    on September 25, 2024, the Parties entered into the "First Amendment to the Private of Deed of the 2nd (Second) Issue of Simple Debentures, Not Convertible into Shares, of the Type with Real Guarantee, with Additional Fidejussory Guarantee, in Single Series, for Public Distribution, Registered Under the Automatic Rite, of Aura Almas Mineração S.A" ("First Amendment to the Deed of Issue"), which was duly registered with JUCETINS, on September 30, 2024, under No. AD000111001, in order to increase the total amount of the Issue, as well as modify certain clauses and conditions;

 

2 

 

(iii)    the Issue and the execution of the Offer Documents (as defined in the Issue Deed) by the Issuer were carried out based on the resolutions of the Extraordinary General Meeting of the Issuer held on September 8, 2024 and September 25, 2024 ("Issuer's Corporate Approvals"), the minutes of which were duly registered with JUCETINS on September 12, 2024, under No. 20240604865 and on September 30, 2024, under No. 20240647955, respectively. The Issuer's Corporate Approvals were published in the "Daqui - Tocantins" newspaper on September 14, 2024 and October 2, 2024, respectively ("Issuer's Newspaper");

 

(iv)    the constitution of the Pledge of Mining Rights of the Guarantor (as defined in the Issue Deed) and the execution of the Offer Documents by the Guarantor, as applicable, were carried out on the basis of the Meeting of Partners of the Guarantor held on August 8, 2008, September 2024 and September 25, 2024 ("Guarantor's Corporate Approvals"), the minutes of which were duly registered JUCEMAT on September 12, 2024, under No. 3335097 and on October 2, 2024, under No. 3346720, respectively. The Issuer's Corporate Approvals were published in the newspaper "Diário de Cuiabá" on September 20, 2024 and October 4, 2024, respectively ("Jornal da Garantidora");

 

(v)    as provided for in Clauses 2.3.2 and 3.6.2 of the Deed of Issue, on October 15, 2024, a procedure was carried out to collect investment intentions in the Debentures, conducted with an institution that is part of the securities distribution system ("Lead Manager") with Professional Investors (as defined in the Issue Deed), through which the final rate of remuneration applicable to the Debentures was defined ("Bookbuilding Procedure");

 

(vi)    pursuant to Clauses 2.3.2 and 3.6.2 of the Deed of Issue, the Deed of Issue shall be amended to reflect the result of the Bookbuilding Procedure, without the need for a new corporate resolution by any of the Parties or approval by a General Meeting of Shareholders or Debenture holders (as defined in the Issue Deed); and

 

(vii)   the Parties wish to amend the Deed of Issue to reflect the result of the Bookbuilding Procedure.

 

(The Parties hereby resolve, in due form of law, to enter into this "Second Amendment to the Private Deed of the 2nd (Second) Issue of Simple Debentures, Not Convertible into Shares, of the Type with Real Guarantee, with Additional Fiduciary Guarantee, in a Single Series, for Public Distribution, Registered Under the Automatic Registration Rite, of Aura Almas Mineração S.A." ("Amendment"), subject to the following clauses and conditions:

 

CLAUSE ONE - DEFINED TERMS

 

1.1     Terms beginning with capital letters used in this Addendum which are not expressly defined herein shall have the respective meanings assigned to them in the Deed of Issue.

 

CLAUSE TWO - REQUIREMENTS

 

2.1.     Pursuant to Clause 2.3.1 of the Deed of Issue, unless otherwise regulated by the CVM, pursuant to paragraph 5 of article 62 of the Brazilian Corporation Law, this Amendment must be filed with the JUCETINS, and one (1) original copy of this Amendment must be sent to the CVM.

 

The Amendment filed with JUCETINS must be sent by the Issuer to the Fiduciary Agent 5 (five) Business Days of obtaining the filing.

 

CLAUSE THREE - AMENDMENTS

 

3.1.     The Parties hereby resolve, in view of the conclusion and outcome of the Bookbuilding, to amend Clauses 2.3.2; 3.6.2; 4.2.2.1 and 4.2.2.2 of the Deed of Issue.

 

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3.2.     In view of the provisions of Clause 3.1 above, the amended Clauses of the Deed of Issue shall come into force with the following new wording:

 

"2.3.2     The result of the Bookbuilding Procedure (as defined below) was ratified by means of the "Second Amendment to the Private Instrument of Deed of the 2nd (Second) Issue of Simple Debentures, Not Convertible into Shares, of the Type with Real Guarantee, with Additional Fiduciary Guarantee, in a Single Series, for Public Distribution, Registered Under the Automatic Registration Rite, of Aura Almas Mineração S.A.", entered into on October 15, 2024 ("Bookbuilding Amendment"), which must be filed with JUCETINS under the terms of Clause 2.3.1 above, without the need for new corporate approval by the Issuer or a General Meeting of Debenture Holders (as defined below)."

 

“3.6.2     The Lead Manager organized the procedure for collecting investment intentions from potential investors of the Debentures, pursuant to CVM Resolution 160, and defined, in agreement with the Issuer, the final rate of the Remuneration of the Debentures ("Bookbuilding Procedure")."

 

"4.2.2.1.    Interest shall be paid on the Nominal Unit Value or the balance of the Nominal Unit Value of the Debentures, as the case may be, corresponding to the variation accumulated at 100% (one hundred percent) of the average daily rates of the one-day Interbank Deposit (DI), "over extra-group", expressed as a percentage per annum, based on 252 (two hundred and fifty-two) Business Days, calculated and published daily by B3, in the daily information available on its website (http://www.b3.com.br) ("DI Rate"), plus a spread (surcharge) of 1.60% (one whole and sixty hundredths percent) per annum, based on 252 (two hundred and fifty-two) Business Days ("Remuneration")."

 

"4.2.2.2.    The Remuneration shall be calculated exponentially and cumulatively pro rata temporis per Business Days elapsed, levied on the Nominal Unit Value of the Debentures or on the balance of the Nominal Unit Value of the Debentures, as the case may be, from the Profitability Commencement Date, or the Remuneration Payment Date (as defined below) immediately preceding (inclusive), as applicable, until the Remuneration Payment Date in question, the payment date as a result of the early maturity of the obligations arising from the Debentures, under the terms of this Deed of Issue, the payment date for the redemption of all the Debentures arising from the Early Redemption Offer, the Optional Early Redemption and the Optional Acquisition, with total cancellation of the Debentures, whichever occurs first. Remuneration will be calculated according to the following formula:

 

J = VNe x (Interest Factor - 1)

 

Where:

 

J = unit value of the Remuneration due at the end of the Capitalization Period (as defined below), calculated to 8 (eight) decimal places, without rounding;

 

VNe = Nominal Unit Value or balance of the Nominal Unit Value of the Debenture, informed/calculated to eight (8) decimal places, without rounding; and

 

Interest Factor = Interest Factor composed of the fluctuation parameter plus the spread calculated to 9 (nine) decimal places, with rounding. Calculated as follows:

 

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Interest Factor= (DI Factor x Spread Factor)

 

Where:

 

DI Factor = product of the DI-Over Rates, using the percentage applied, from the start date of the Capitalization Period, inclusive, to the calculation date (exclusive), calculated to 8 (eight) decimal places, with rounding, as follows:

 

 

 

Where:

 

nD I= total number of DI-Over Rates taken into account when updating the asset, where "nDI" is an integer;

 

TDIk = DI-Over rate, expressed per day, calculated to 8 (eight) decimal places with rounding, calculated follows:

 

 

 

Dik = DI-Over Rate, published by B3, valid for 1 (one) Business Day (overnight), used to 2 (two) decimal places;

 

Dk = 1 (one); and

 

Spread Factor = fixed interest surcharge, calculated to 9 (nine) decimal places, rounded, as follows:

 

 

 

Where:

 

Spread = 1.6000 (one whole and sixty hundredths percent)

 

DP = the number of working days between the last Capitalization Period and the current date, where "DP" is an integer.

 

(...)"

 

CLAUSE FOUR - RATIFICATIONS

 

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4.1.     All other clauses, items, characteristics and conditions contained in the Deed Issue that have not been expressly amended by this Amendment are hereby ratified and remain in full force and effect as they stand.

 

4.2.     The Issuer hereby declares and guarantees to the Fiduciary Agent that all the declarations and guarantees provided for in the Deed of Issue not expressly amended by this Amendment remain true, correct and fully valid and effective on the date of signature of this Amendment.

 

CLAUSE FIVE - GENERAL PROVISIONS

 

5.1.     This Amendment is irrevocable and irreversible and binds the Parties and their successors in title.

 

5.2.     This Amendment constitutes an extrajudicial enforcement instrument, pursuant to article 784, items I and III, of Law No. 13,105, of March 16, 2015, as amended ("Code of Civil Procedure"), and the Parties hereby acknowledge that, irrespective of any other applicable measures, the obligations assumed under the terms of the Deed are subject to specific execution, subject to the provisions of articles 815 et seq. of the Code Civil Procedure, without prejudice to the right to declare the early maturity of the Debentures under the terms of the Deed.

 

5.3.     This Amendment shall be signed by electronic, digital and/or computerized means, with electronic signatures made by means of a digital certificate, validated in accordance with the Brazilian Public Key Infrastructure , under the terms of the Provisional Measure No. 2.200-2, of August 24, 2001, it being understood that the Parties recognize this form of contract as valid and fully effective, constituting a legitimate and sufficient form for proving the identity and validity of the declaration of will of the Parties to enter into any amendments, and must, in any case, comply with the rules in force for verifying the authenticity of the signatures of the Parties.

 

5.4.     The jurisdiction of the District of São Paulo, State of São Paulo, is hereby elected to settle any doubts or controversies arising from this Amendment, waiving any other jurisdiction, however privileged it may be.

 

And being thus just and contracted, the Issuer, the Guarantor and the Fiduciary Agent sign this Amendment, in electronic form.

 

São Paulo/SP, October 15, 2024.

 

(Signatures follow on the next page.)

 

(The rest of this page has been intentionally left blank.)

 

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Signature Page 1/2 of the "Second Amendment to the Private Deed Instrument of the 2nd (Second) Issue of Simple Debentures, Not Convertible into Shares, of the Type with Real Guarantee, with Additional Fidejussory Guarantee, in a Single Series, for Public Distribution, Registered Under the Automatic Rite, By Aura Almas Mineração S.A."

 

AURA ALMAS MINERAÇÃO S.A.

 

/s/ Natasha Utescher   /s/ Marcus Vinicius Oliveira Cavalcanti
     

 

 

AURA MATUPÁ MINERAÇÃO LTDA.

 

/s/ Simone Pereira Goncalves   /s/ Pitagoras Soares da Costa
     

 

 

OLIVEIRA TRUST DISTRIBUIDORA DE TÍTULOS E VALORES MOBILIÁRIOS S.A.

 

/s/ Bianca Galdino Batistela   Nilson Raposo Leite
     

 

 

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Signature Page 2/2 of the "Second Amendment to the Private Deed Instrument of the 2nd (Second) Issue of Simple Debentures, Not Convertible into Shares, of the Type with Real Guarantee, with Additional Fidejussory Guarantee, in a Single Series, for Public Distribution, Registered Under the Automatic Rite, By Aura Almas Mineração S.A."

 

WITNESSES:

 

/s/ Wendell Luiz Teixeira Almeida   /s/ Bruno Inocencio
     

 

 

 

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Exhibit 10.6 

 

Free English Translation

  

 

 

 

The EXPORTER, qualified below, issues this Bank Credit Note ("Note"), which shall be governed by the conditions set forth in the preamble and in the clauses below.

 

BANK CREDIT NOTE - Nº 1058618
Issue Date: September 04, 2023

I - BANK

 

BANCO SANTANDER (BRASIL) S.A., LUXEMBOURG BRANCH, established at 35 F, avenue J.F. Kennedy, 2nd floor, L-1855, Luxembourg, registered under CNPJ 90.400.888 / 3004-56.
BANK ACCOUNT: 8901409588 with The Bank of New York Mellon, New York Branch

II - EXPORTER

 

Company name 

CASCAR BRASIL MINERACAO LTDA 

CNPJ: 

08.859.671/0001-14 

Address: 

AV DO CONTORNO, 2090 SLJ 02-PARTE - FLORESTA 

City: 

BELO HORIZONTE/ MG 

III - GUARANTOR(S)

 

Company Name: 

1-MINERACAO APOENA S/A

 

Address 

1-FAZ ERNESTO SOARES DE CARVALHO, SN -ZONA RURAL- PONTES E LACERDA-MT - CEP 78250-000 

CNPJ/MF or CPF/MF: 

1-10.302.599/0001-71

 

IV - LOCAL AGENT

 

BANCO SANTANDER (BRASIL) S/A, a financial institution headquartered in the City of São Paulo, State of São Paulo, at Av. Presidente Juscelino Kubitschek, nº 2041 e 2235, Bloco A, Vila Olímpia, CEP 04543-011 and duly registered with the CNPJ/MF under nº 90.400.888/0001-42.

V - SPECIFICATION OF THE CREDIT OPERATION

 

Total value of the Advance Export Receipt:

 

☒ Value in US$USD 100,750,000.00 (one hundred million seven hundred and fifty thousand United States dollars)

☐ Value in Yen

☐ Value in EUR 

Disbursement Date(s): September 6, 2023
Instructions for Releasing the Principal of the Loan: Banco Santander (Brasil) S/A, Brazil swift: BSCHBRSP, account nr. 3544034644001 with Standard Chartered Bank - New York, SWIFT: SCBLUS33

Principal Payment Flow: 

08/09/2025; 08/09/2026; 08/09/2027; 06/09/2028 (USD 25.187.500,00); 

Remunerative interest:

[ X ] Prefixed: interest equivalent to 9.510000% per year, calculated exponentially "pro rata temporis" (capitalized) based on a year of 360 calendar days.

[Prefixed: interest equivalent to one year, calculated exponentially "pro rata temporis" (capitalized) based on a year of 252 working days.

[Floating Rate: (i) interest equivalent to the CDI rate + per annum, calculated exponentially "pro rata temporis" (capitalized) based on a year of 252 working days.

[Floating Rate: (i) interest equivalent to the CDI rate + per annum, calculated exponentially "pro rata temporis" (capitalized) based on a year of 360 calendar days.

[Floating Rate: (ii) interest equivalent to the CDI rate, calculated exponentially "pro rata temporis" (capitalized) based on a year of 252 working days.

 

Floating Rate: (i) interest equivalent to TERM SOFR + per annum.

 

Floating Rate: (i) interest equivalent to the SOFR rate + per annum, observing the following compositions:

I- [ ] Simple calculation [ ] Compound calculation

II- Methodology:

[ ] Methodology with advance calculation without considering the reference history (Lookback without observation shift). Calculation period: business days before contracting business days before maturity.

[ ] Methodology with early calculation considering the reference history (Lookback with observation shift). Calculation period: business days before contracting business days before maturity.

 

[ ] Interest equivalent to EURIBOR + per annum.

[ ] Interest equivalent to LIBOR in Yen + per annum.

[ ] Interest equivalent to EUROLIBOR + per annum.

 

Interest Payment Dates: during the entire period of the Advance Export Receipt, starting from the Disbursement Date.

Interest Payment Flow:

 

06/03/2024; 06/09/2024; 06/03/2025; 08/09/2025; 06/03/2026; 08/09/2026; 08/03/2027; 08/09/2027;

06/03/2028; 06/09/2028;

IOF: Not applicable

 

 

 

  Local Agent Commission: Not Applicable
Local Agent Commission Payment Date: Not Applicable
Maximum Maturity Date of the Anticipated Export Receipt: 06/09/2028
Place of Payment: São Paulo

Settlement of Advances on Foreign Exchange Contracts

[ ] Yes [ X ] No

VI - SPECIFICATION OF THE GUARANTEE(S)

 

[X] - Fiduciary Alienation of the assets described in Annex I, an integral part of this Note.

[X] As a Condition of Disbursement, in accordance with Clause 3.1(a). 100% ASSETS - REAL ESTATE OWNED

[X] Up to 90 days after signing this Cédula.

[X] - Fiduciary Assignment of the rights or securities described in Annex I, an integral part of this Note.

[X] - As a Condition of Disbursement, pursuant to Clause 3.1(a) 100% SHARES

[X] - Up to 30 days after signing this Ballot.

[ ] - Pledge of the assets or rights or securities described in Annex I, an integral part of this Note.

[ ] As a Condition of Disbursement, pursuant to Clause 3.1(a).

[ ] Within days of signing this Note.

[ ] - Mortgage of the assets described in Annex I, an integral part of this Note.

[ ] As a Condition of Disbursement, pursuant to Clause 3.1(a).

[ ] Within days of signing this Ballot.

[X] - Other- 100% CORPORATE GUARANTY - (90-day waiver for incorporation)

[X] - Other: Standby Letter of Credit with the characteristics described below.

 

1.     Issuing Bank: [Banco Santander (Brasil) S.A., applying Clause 11.3 and the following contracting conditions: ]

 

2.     Value: USD 100,750,000.00 (one hundred million seven hundred and fifty thousand United States dollars)

 

3.     Standby Letter of Credit Issue Date: September 6, 2023

 

4.     Maturity Date: September 06, 2028

 

5.     Commission (Amount in Reais equivalent to): 

5.1. (x) 0.410% per annum on the value of the Guarantee

5.2. ( )         ( ) 

5.3. ( ) % per year on the value of the Guaranteed Transaction

5.4. Commission Debit Accounts:

Current account(s) No(s) 130127307 held by the EXPORTER and/or the GUARANTORS at agencies No(s) 2271 of the LOCAL AGENT.

 

6. Frequency of payment of commission:

( ) in cash       ( ) monthly

( ) Quarterly   ( ) Half-early     ( ) Final

(x) [other - specify] According to flow

VII - PROTEST

 

Maximum amount of protests involving the Exporter and/or Guarantors and/or third party guarantors tolerated by the Bank: R$ 10,000,000.00 (ten million Reais) in individual or combined amounts, not including protests of securities involving the Santander Group.

 

CONSIDERING THAT

 

A)       The EXPORTER shall enter into future Export Contracts (as defined below) with the Importers, commercial counterparties approved by the BANK, whereby the EXPORTER has agreed to export or supply to the Importers and the Importers have agreed import products and/or services from the EXPORTER;

 

B)       The EXPORTER wishes to obtain an advance from the BANK of the amounts to be paid by the IMPORTERS to the EXPORTER under the Export Contracts in consideration for the export of the products or provision of the services which are the subject of the Export Contracts, in accordance with the characteristics described in the preamble and in the other provisions of this Note ("Export Advance Receipt");

 

C)       For its activities, the BANK raises funds under conditions of term and remuneration different from those owed by the EXPORTER in this Note and, as a way of enabling the EXPORTER to contract the Loan under the conditions of this Note, the BANK contracts derivative operations with the purpose of protecting itself against market variations (hedge), incurring costs and expenses arising from these operations, as mentioned in the definition of "Replacement Costs", which are the responsibility of and fully borne by the EXPORTER;

 

D)       The BANK has agreed to make the advance requested by the EXPORTER, which shall be disbursed in one installment, in the Total Amount of the Advance Export Receipt described in Item V of the Preamble, and subject to the conditions established in this Note;

 

E)       The Anticipated Export Receipt will be formalized through the issuance of this Note on this date, pursuant to Law 10.931 of August 2, 2004, as amended, which together with the guarantee instruments specified in Item VI of the Preamble ("Guarantees") and any other documents related to this Anticipated Export Receipt constitute the "Credit Documents";

 

F)The BANK, the EXPORTER and the GUARANTOR shall be jointly referred to as the "Parties".

 

1.PROMISE TO PAY

 

 

 

1.1.The EXPORTER shall pay for this Note to the BANK, or to its order, in the Place of Payment and on the Principal Payment Dates indicated in Item V of the Preamble, the Total Amount Due, net, certain and due, subject to the Conversion Rate for Payment (as defined below) that may be applicable and subject to the provisions of this Note.

 

1.1.1.The EXPORTER acknowledges and agrees that the total amount due to the BANK under the terms of this Note ("Total Amount Due") equals the sum of (i) the amounts disbursed by the BANK to the EXPORTER; (ii) Interest, Local Agent Commission and taxes levied on the amounts disbursed, in accordance with the rates and rates indicated in Item V of the Preamble; and (iii) any costs, expenses and other amounts arising from the Advance Export Receipt, including, but not limited to, legal fees and Replacement Costs (as defined below), duly demonstrated.

 

1.1.2.For the purposes of this Note, "Conversion Rate for Payment" means, for any payment date, the lower of (i) the conversion rate for United States dollars PTAX, sale quotation, published by the Central Bank of Brazil on its website (www.bcb.gov.br), at approximately 1:30 p.m. (São Paulo time) ("PTAX Rate") on the respective payment date or (ii) the BRL PTAX ("BRL09") as published on EMTA's website ("www.emta.org"), one business day prior to any payment date. If the PTAX Rate and/or BRL09 are not available, the Bank shall determine the applicable exchange rate, taking into account all available information that it, in good faith, considers to be relevant, if applicable.

 

1.1.3.For the purposes of this Note, "Replacement Costs" means an amount sufficient to compensate the BANK for any loss, cost, expense or potential gain: (i) as a result of the payment in whole or in part of the Loan on a date other than the originally scheduled payment (for whatever reason); (ii) to ensure that any payments, settlements or option rights in respect of the Loan have the same effect as would have resulted if the Loan or any part thereof had been paid as originally scheduled; and (iii) arising from amounts incurred as a result of the termination, cancellation, liquidation, renegotiation or contracting of any derivative (hedge) or related transaction (or any income arising therefrom) which were entered into on account of the Loan.

 

1.2.In the event that any payment date (of principal, interest, charges, Local Agent Commission, taxes and/or financial accruals) provided for in this Note coincides with weekends, national, state, municipal or national holiday in the City of São Paulo, State of São Paulo, Brazil, or in the City of New York, State of New, United States of America, the EXPORTER shall make payment on the first subsequent business day.

 

1.3.The disbursement of the Total Amount of the Advance Export Receipt made by the BANK to the EXPORTER, in the amount and date described in this Note, shall comply with the Instructions for the Release of the Principal of the Advance Export Receipt described in Item V of the Preamble. The EXPORTER acknowledges and agrees that the BANK shall not be liable for any loss, damage or injury incurred by the EXPORTER as a result of the incorrect provision and/or completion in this Note of the Instructions for the Release of the Principal of the Advance Export Receipt.

 

1.4.The EXPORTER acknowledges and agrees that the operation object of this Note is an Advance Export Receipt under the terms of Circular No. 3691, issued by the Central Bank of Brazil on December 16, 2013, as amended. The Total Amount of the Anticipated Export Receipt disbursed by the BANK in favor of the EXPORTER must be used exclusively for the export of the products and provision of the services object of the Export Contracts or for the settlement of advance operations on foreign exchange contracts contracted with Banco Santander (Brasil) S.A., or other banks and listed in Annex II to this Note, as the case may be.

 

1.5.For the purposes of this Note, (i) "Export Contracts" are contracts or commercial agreements relating to the sale of products or provision of services by the EXPORTER to one or more Importers, as the case may be, previously and expressly approved by the BANK; and (ii) "Importers" are the commercial counterparties, necessarily located in a member country of the Organization for Economic Cooperation and Development - OECD, previously and expressly approved by the BANK.

 

 

2.DISBURSEMENT PROCEDURE

 

2.1.The disbursement of the Total Amount of the Advance Export Receipt by the BANK to the EXPORTER shall take place in one installment on the Disbursement Date, provided the Disbursement Conditions described in Clause 3 are met.

 

2.2.Subject to the satisfaction of the other Disbursement Conditions, the BANK shall make the disbursement to the EXPORTER and shall send a notification to the EXPORTER indicating that the disbursement has been made in the amount and under the conditions described in Item V of the Preamble to this Note accompanied by a copy of the swift relating to the disbursement.

 

2.2.1.The EXPORTER acknowledges that the swift document will in itself unequivocally evidence the actual disbursement of the Total Export Advance Receipt Amount and therefore the basis for calculating the Total Amount Due as described in Clause 1.1.1.

 

2.3.In the event that on the Disbursement Date the EXPORTER, the GUARANTORS or any responsible third party, for whatever reason, has not complied with all the Disbursement Conditions and/or the BANK has not expressly waived said conditions, the EXPORTER may no longer request disbursement of the Total Export Anticipated Receipt Amount and the EXPORTER and the GUARANTORS shall be subject to payment of the Replacement Costs incurred by the BANK.

 

2.4.The EXPORTER shall be responsible for contracting the relevant exchange operations with a local bank, as well as for taking any and all measures necessary for the effective entry into Brazil of the funds disbursed by the BANK.

 

3.CONDITIONS PRECEDENT TO DISBURSEMENT

 

3.1.EXPORTER hereby agrees that any disbursement to be made by BANK to EXPORTER under the terms of this Note shall only be made upon compliance with the following conditions, at BANK's sole discretion ("Disbursement Conditions"):

 

a)       Conclusion, formalization, constitution and delivery to the BANK or to the LOCAL AGENT of the original copy of this Credit Note, and of the other Credit Documents duly signed by all the Parties and evidencing the registrations with the competent notaries, as applicable, in content and form satisfactory to the BANK;

 

b)       Delivery to the BANK or to the LOCAL AGENT of a copy of the Registration of the Financial Operation - ROF - necessary for the realization of this Anticipated Export Receipt with the Central Bank of Brazil ("BACEN") for operations with a settlement term of more than 360 (three hundred and sixty) days and of any documents (i) required by the applicable rules and regulations and/or by any governmental authorities or third parties for the formalization and/or maintenance of the Anticipated Export Receipt, of this Note and/or of the Credit Documents; and/or (ii) that the BANK, at its sole discretion, deems necessary for the purpose described in Item (i);

 

 

 

c)       Non-occurrence of any Early Maturity Event or any event or series of related or unrelated events from which an Early Maturity Event would reasonably be expected, at the BANK's sole discretion;

 

d)       Non-occurrence of any event which may result, at the BANK's sole discretion, in a material adverse effect on (i) the assets, business, operating activities, financial situation, liabilities, liabilities and/or capitalization of the EXPORTER, the GUARANTORS, and/or any third party guarantors, as the case may be; (ii) the ability of the EXPORTER, the GUARANTORS and/or any third party guarantors to comply with any of their respective obligations under this Note and/or any of the Credit Documents;

 

e)       The absence of any preliminary or permanent injunction, or other order, decree or opinion issued by any governmental authority imposing any restriction or limitation on the ability of the EXPORTER, the GUARANTORS and/or any third party guarantors to comply with the obligations assumed in this Note and/or in the Credit Documents;

 

f)       The non-occurrence of any material change or event which may result, at the BANK's sole discretion, in a material change in (i) any financial, monetary, social, political and/or economic conditions in Brazil or in the international scenario; (ii) the exchange conversion rate or control applicable to the Real and the United States dollar; and/or (iii) laws, rules, regulations or any other conditions of any nature whatsoever which affect or may affect credit concessions of the same nature as the Anticipated Export Receipt represented by this Note; and

 

g)       Maintenance of the veracity and correctness of the declarations and guarantees provided by the EXPORTER, GUARANTORS and any third party guarantors in this Note and in the other Credit Documents, as the case may be, at all times, from the execution of this Note to the Disbursement Date;

 

h)       Proof of the issue of a Standby Letter of Credit ("SBLC") in favor of the BANK, guaranteeing the EXPORTER's pecuniary obligations arising from this Note, in a form, terms and conditions acceptable to the BANK, issued by the LOCAL AGENT or by another first-rate financial institution, subject to the provisions of Clause 11.3 if the SBLC is issued by the LOCAL AGENT.

 

3.2.The Disbursement Conditions must be complied with by the EXPORTER no later than the fifth working day before the Disbursement Date.

 

4.PAYMENTS

 

4.1.The Total Amount Due shall be paid to the BANK, in one or more installments, according to the Interest and Principal Payment Flows described in Item V of the Preamble, by means of the export of the products or provision of the services that are the subject of the Export Contracts and consequent settlement of the receivables arising from said Export Contracts, the payments of which shall be made directly by the Importers to the BANK.

 

4.1.1.The EXPORTER undertakes to notify the Importers, by means of a Payment Notification, of this Advance Export Receipt operation and its obligation to make payments under the Export Contracts directly to the BANK. The EXPORTER is prohibited from revoking or in any way altering the Payment Notices sent to the Importers without the prior express written consent of the BANK.

 

4.1.2.The EXPORTER shall provide the BANK with documentation proving the export of the products or provision of the services subject to the Export Contracts linked to this Note ("Export Documents") on the date of the actual export operation, including but not limited to (i) the Export Contracts; (ii) the bill of lading and/or commercial invoice; (iii) the Payment Notices and evidence of their dispatch to the Importers; (iv) any endorsements or transfers necessary to guarantee payments by the Importers to the BANK; (v) the Export Documents proving that the final destination of the products to be exported or the location of the services to be rendered will not be a prohibited country (Belarus, Bosnia Herzegovina, Congo, Croatia, Cuba, Iran, Iraq, Ivory Coast, Liberia, Macedonia, Burma/Myanmar, North Korea, Serbia and Montenegro, Sudan, Syria and Zimbabwe); and (vi) any additional document necessary and applicable to the export financed by this Note, in accordance with the legislation and regulations in force.

 

4.1.3.In lieu of submitting the documents mentioned above, the EXPORTER may, by agreement between the parties, provide the BANK with a formal statement or descriptive spreadsheet containing the minimum information defined by the BANK, taking responsibility, under the penalties of the law, for the information contained therein. If the parties choose to present the statement, the EXPORTER shall automatically become the trustee of the original documents relating to the commercial operation, and shall keep them in its possession for a period of five (5) years, starting from the year following the execution of this contract, and shall present them immediately, as soon as requested by the BANK, and shall reimburse the BANK for any damage caused by the failure to present the documents within the period and under the conditions stipulated by the BANK.

 

4.2.In the event that the Importers do not make the payments due under this Note on the respective Payment Dates in the manner described in Clause 4.1, the EXPORTER shall make payment of such amounts due plus the charges levied, regardless of exchange and tax effects.

 

4.3.Any and all payments due by the CLIENT to the BANK under this Note shall be made in accordance with the foreign currency indicated in Item V of the Preamble, equivalent to the amount due in Reais, in immediately available funds until 4:00 p.m. (Brasilia time) on the respective payment dates, without the need for notification by the BANK or the LOCAL AGENT to the CLIENT, by means of credit to the BANK's Account indicated in Item I of the Preamble. The CLIENT agrees and acknowledges that the amounts to be paid under this Note shall not be subject to any deduction or compensation.

 

4.3.1.The EXPORTER shall be responsible for contracting the relevant foreign exchange operations with a local bank, as well as for taking any and all steps necessary to effect payment of the interest, expenses or commissions, as the case may be, due to the BANK under this Note in accordance with the foreign currency indicated in Item V of the Preamble, in accordance with the Conversion Rate of payment, available and free of any encumbrances.

 

5.REMUNERATIVE INTEREST

 

5.1.On the outstanding balance, equivalent in Reais, of the amount disbursed by the BANK to the EXPORTER, the EXPORTER shall pay the Interest under the conditions described in Item V of the Preamble, without prejudice to the other charges and taxes agreed in this Note. All payments of the Interest shall be made in the manner described in Clause 4.

 

5.2.For the purposes of this Cédula, the following definitions apply:

 

 

 

(I)       "SOFR" (Secured Overnight Financing Rate), the interest rate published daily and valid for the previous day (D-1), to be informed by the BANK to the CLIENT, based on overnight transactions and calculated on the basis of the simple or compound convention, in one of the methodologies described in Item 5.2.1. below and calculated according to the calculation period indicated in Item V of the Preamble. The administrator of this index is the Federal Reserve Bank of New York and it is published daily at 8 a.m. New York time on the FEDERAL RESERVE BANK OF NEW YORK website (newyorkfed.org).

 

(II)       "TERM SOFR" means the interest rate set forth in Item V of the Preamble, referred to as CME Term SOFR administered by CME Group Benchmark Administration Ltd. (or a successor administrator of such rate), published at 6:00 a.m. New York time on the business day following the business day during which futures data sampling occurs and made available on the CME's website (www.cmegroup.com) or on another website indicated by CME Benchmark Administration Ltd.

 

(III)       "EURIBOR" means the daily interest rate to be informed by the BANK to the CLIENT, calculated on the basis of the rate practiced by the Brussels interbank market for offers of euros for terms corresponding to the interest period of the loan granted under this Note, at or around 11:00 a.m. (Brussels time), two (2) business days before the start of the respective interest period;

 

(IV)       "EURO LIBOR" means the daily interest rate to be informed by the BANK to the CLIENT, calculated on the basis of the London interbank offered rate for euros for terms corresponding to the interest period of the loan granted under this Note, at or around 11:00 a.m. (London time), two (2) business days before the start of the respective interest period;

 

(V)       LIBOR IN YENES" means the daily interest rate to be informed by the BANK to the CLIENT, calculated on the basis of the London interbank offered rate for Japanese yen for terms corresponding to the interest period of the loan granted under this Note, at or around 11:00 a.m. (London time), two (2) business days before the start of the respective interest period.

 

5.3.The methodologies used to calculate SOFR are follows:

 

5.3.1.Methodology with early calculation without taking into account the reference history (Lookback without observation shift) - the index calculation period shifted, so that the calculation will be made taking into account the number of working days before the disbursement date and the number of working days before maturity, as indicated in Item V of the Preamble;

 

5.3.2.Methodology with early calculation considering the reference history (Lookback with observation shift) - the index calculation period is shifted, so that the calculation will be made considering the number of working days before the disbursement date and the number of working days before maturity, as indicated in Item V of the Preamble, and the rate will be weighted according to the weight in number of days of the reference history;

 

5.4.In the event that the BANK determines that SOFR or TERM SOFR may not be available or used or the BANK believes that, despite being available, SOFR is in disuse by the market, the BANK may, at its sole discretion and regardless of notification or consent by the CLIENT, establish a substitute rate applicable to the Loan, which will modify the amounts due by the CLIENT under this Note, with which the CLIENT hereby declares to be aware and in agreement. The substitute rate shall apply to any installment subject to SOFR or TERM SOFR. As from the Discontinuation Date, any reference to SOFR or TERM SOFR shall be deemed to be made at the substitute rate determined by the BANK. If the BANK determines that any rate applicable to this Note is less than zero (0), then it shall be equal to zero (0).

 

5.5.The methodologies used to calculate SOFR are follows:

 

5.5.1.Methodology with early calculation without taking into account the reference history (Lookback without observation shift) - the index calculation period shifted, so that the calculation will be made taking into account the number of working days before the disbursement date and the number of working days before maturity, as indicated in Item V of the Preamble;

 

5.5.2.Methodology with early calculation considering the reference history (Lookback with observation shift) - the index calculation period is shifted, so that the calculation will be made considering the number of working days before the disbursement date and the number of working days before maturity, as indicated in Item V of the Preamble, and the rate will be weighted according to the weight in number of days of the reference history;

 

5.6.In the event that the BANK determines that the SOFR may not be available or used or the BANK believes that, despite being available, the SOFR is in disuse by the market, the BANK may, at its sole discretion and regardless of notification or consent by the CLIENT, establish a substitute rate applicable to the Loan, which will modify the amounts owed by the CLIENT under this Note, with which the CLIENT hereby declares that he is aware and in agreement. The substitute rate shall apply to any installment subject to SOFR. As from the Discontinuance Date, any reference to SOFR shall be deemed to be made at the substitute rate determined by the BANK. If the BANK determines that any rate applicable to this Note is less than zero (0), then it shall be equal to zero (0).

 

5.7.It is expected that EURIBOR, EUROLIBOR or LIBOR IN YENES, according to the interest rate signed in Item V of the Preamble, will cease to be used or published during the term of this Note ("Discontinuance Date"). In the event that the BANK determines that EURIBOR, EUROLIBOR or LIBOR IN YENES may not be available or used or the BANK believes that, despite being available, EURIBOR, EUROLIBOR or LIBOR IN YENES is in disuse by the market, the BANK may, at its sole discretion and regardless of notice to or consent from the CLIENT, establish a substitute rate applicable to the Loan, which will modify the amounts owed by the CLIENT under this Note, with which the CLIENT hereby declares to be aware and in agreement. The substitute rate shall be applicable for any installment subject to EURIBOR, EUROLIBOR or LIBOR IN YENES. As from the Discontinuation Date, any reference to EURIBOR, EUROLIBOR or LIBOR IN YENES shall be deemed to be made to the substitute rate determined by the BANK. If the BANK determines that any rate applicable to this Note is lower than zero (0), then it shall be equal to zero (0).

 

5.8.For the purposes of this Note, "CDI Rate" means the average daily rate for funding in the Brazilian interbank market for non-group transactions, known as DI-Over, published daily by B3 S.A. - Brasil, Bolsa, Balcão ("B3").

 

5.8.1.If for any reason (including but not limited to the occurrence of a holiday not known to the parties) there is no published CDI Rate, the CDI Rate shall be determined by the BANK based on any substitute rate or applicable criteria published by B3. If B3 does not publish a substitute rate for the CDI, or if B3 does not publish a criterion for determining the CDI Rate, the CDI Rate shall be determined by the BANK in a commercially reasonable manner, taking into account all available information that it, in good faith, deems relevant.

 

5.9.To the percentage of Interest described in Item V of the Preamble has been added the percentage corresponding to the current rate of Withholding Income Tax - IRF, which must be paid by the CLIENT under the terms set out in this Note.

 

 

 

6.TAXES AND EXPENSES

 

6.1.The EXPORTER shall be responsible for, duly evidenced, (i) the Local Agent Commission; (ii) all present and future taxes levied on the Advance Export Receipt or arising from any of the Credit Documents which, in accordance with the legislation, are its responsibility; (iii) all expenses related to and/or arising from this Note and the Credit Documents including, but not limited to, expenses with public registry offices and any other extrajudicial expenses that the BANK incurs for the collection and/or security of this Note and the other Credit Documents; and (iv) any other costs, expenses, liens and charges that may be borne by the BANK related to and/or arising from this Note and/or the other Documents.

 

6.2.The EXPORTER undertakes to deliver to the CREDITOR or to the LOCAL AGENT, on each payment date of the Interest, evidence of the payment of the respective Withholding Income Tax - IRF - and any other taxes levied on said amount as a result of the operation which is the object of this Note (DARF form).

 

6.3.All payments due by the EXPORTER under this Clause 6 shall be paid (i) net and free of any taxes levied in Brazil; and (ii) within 2 (two) business days of the BANK issuing the respective debit notice, which shall be issued by one of the communication vehicles provided for in this Bill of Exchange.

 

6.4.Should any taxes be levied or due, the EXPORTER agrees to pay them in full plus any surcharges or fines imposed by the regulations in force.

 

6.5.The CLIENT undertakes to deliver to the BANK or the LOCAL AGENT, on each date of payment of Interest, evidence of payment of the respective Withholding Income Tax (IRF), exclusively upon presentation of the Federal Revenue Collection Document (DARF), paid through bank authentication, and the use of PER/DCOMP or any other form for the payment of the tax is not permitted in this case. The CLIENT also undertakes to submit official payment slips for any other taxes levied on said amount as a result of the transaction which is the subject of this Note.

 

7.EARLY MATURITY

 

7.1.The BANK shall have the right to consider this Note as matured in advance and to demand immediately from the EXPORTER, the GUARANTORS and any third party guarantors, regardless of notice or notification of any kind, full compliance with the obligations assumed in this Note, including but not limited to the payment in full and at once of the entire outstanding balance arising from this Note, the enforceability of the Guarantees and incident charges, as well as the payment of any Replacement Costs incurred by the BANK, in the cases provided for by law and also in the following cases ("Early Maturity Events"):

 

a)       If the EXPORTER, the GUARANTORS and/or any third party guarantors breach or fail to comply, in whole or in part, with any clause or condition of this Note and/or any of the Credit Documents, as applicable, if not remedied within 1 (one) business day for pecuniary obligations and 5 (five) business days for non-pecuniary obligations;

 

b)       If the EXPORTER, the GUARANTORS, any third-party guarantors and/or any companies under common control, controlling or controlled by the EXPORTER and/or GUARANTORS and/or by any third party guarantors, including abroad, default on their obligations and/or fail to settle, on the respective due date, debts for which they are responsible arising from other contracts, loans and/or discounts entered into with the BANK itself and/or any companies, directly or indirectly, related, affiliated, controlling or controlled by the BANK, including abroad, and/or if the termination of the respective documents occurs, due to the fault of the EXPORTER, the GUARANTORS, any third party guarantors and/or any companies directly under common control, controlling or controlled by the EXPORTER and/or GUARANTORS and/or by any third party guarantors, including abroad, unless such non-compliance is remedied within a period of up to five (5) calendar days;

 

c)       If the EXPORTER, the GUARANTORS, any third party guarantors and/or any companies under common control, controlling or controlled by the under common control, controlling or controlled by the EXPORTER, by the GUARANTORS and/or by any third party guarantors, including abroad, default on their obligations and/or fail to settle, on the respective due date, debts for which they are responsible arising from other contracts, loans or discounts entered into with third parties, including abroad, and/or if the respective documents are rescinded, which, at the BANK's discretion, directly affect the ability of the EXPORTER or the third party guarantors to honor the pecuniary obligations assumed in this Note, due to the fault of the EXPORTER, the GUARANTORS, any third party guarantors and/or any companies under common control, controlling or controlled by the EXPORTER, the GUARANTORS and/or any third party guarantors, including abroad;

 

d)       If the EXPORTER, the GUARANTORS and/or any third party guarantors have protested securities of their responsibility or co-obligation, the sum of which totals an individual or combined value, equal to or greater than the value indicated in Item VII of the Preamble, except for protests of securities involving the Santander Group, or suffer execution or seizure of assets that, at the BANK's discretion, may jeopardize its ability to pay its obligations unless it has been proven to the BANK that the protest has been cancelled, or suspended, or has been proven to have been made by error or bad faith of third parties, by obtaining the appropriate provisional measure suspending its effects, within 15 (fifteen) days;

 

e)       If the EXPORTER, the GUARANTORS and/or any third party guarantors suffer any judicial or extrajudicial measure which, at the BANK's discretion, may affect their ability to honor the obligations assumed in this Note or in the guarantee instruments, if any;

 

f)       If the EXPORTER, the GUARANTORS and/or any third party guarantors and/or any companies under common control or controlled by the EXPORTER, the GUARANTORS and/or any third party guarantors, including abroad, with the exception of the MSP-FIP, become insolvent, have their bankruptcy filed, accept the Special Temporary Administration Regime (RAET), propose an out-of-court reorganization plan to any of their creditors or file for judicial reorganization, regardless of whether it has been granted or approved, or in any other processes or procedures of a similar nature;

 

g)       If the rights and obligations of the EXPORTER, the GUARANTORS and/or any third party guarantors provided for in this Note and in the other documents arising from it are transferred to third parties without the written agreement of the BANK;

 

h)       If the EXPORTER or GUARANTORS and/or any third party guarantors, with the exception of the Guarantor Aura INC, if they continue to be incorporated through publicly traded capital, have their direct or indirect corporate control transferred to a third party, corporate restructuring(s) within the Aura Minerals Group being permitted. For the purposes of this and the other clauses of this Note, the Aura Minerals Group is understood to be the companies that make up the corporate structure of Aura Minerals Inc. with its companies, associates, and affiliates.

 

 

 

i)       If, with the EXPORTER, the GUARANTORS and/or any third party guarantors, there is a demerger, merger, incorporation (including incorporation of shares) or any operations or corporate restructuring, which in the BANK's opinion, may lead to non-compliance with the obligations provided for in this document, except (i) those occurring within the Aura Minerals Group and (ii) assets without extraction in the last six (6) months and/or expectations of future extractions;

 

j)       Change or alteration of the corporate purpose of the EXPORTER, the GUARANTORS and/or any third party guarantors, in order to alter the current main activities of the EXPORTER, the GUARANTORS and/or any third-party guarantors, respectively, or to add to these activities new businesses that take precedence or may represent deviations from the activities currently carried out;

 

k)       If the EXPORTER, the Importers, the GUARANTORS and/or any third party guarantors breach or fail to comply, in whole or in part, with any clause or condition assumed in the Export Documents, as applicable;

 

l)       If the EXPORTER and/or the GUARANTOR(S) make a false statement to the BANK and/or breach or fail to comply, in whole or in part, with any clause or condition of this Note;

 

m)       If the EXPORTER, the GUARANTORS and/or any third party guarantors, subsidiary company, partners, directors or officers of any of them is considered a "Restricted Counterparty" or is incorporated in a "Sanctioned Territory", as defined herein: (A) "Restricted Counterparty" means any person, organization or vessel (i) designated on the "List of Specially Designated Nationals and Blocked Persons" issued by the Office of Foreign Assets Control of the U.S. Department of the Treasury ("OFAC"); on the "Consolidated List of Persons, Groups and Entities Subject to Financial Sanctions" of the "European Union"; or any similar list of persons targeted by Sanctions (including, for the avoidance of doubt, those issued by the Federative Republic of Brazil); (ii) that is, or is part of a government of, a Sanctioned Territory; or (iii) that is owned or controlled by, or acting on behalf of, any of the foregoing; (B) "Sanctioned Territory" means any country or other territory subject to a general export, import, financial or investment embargo under Sanctions, which countries and territories, as of the date hereof, include Crimea (as defined and interpreted in the applicable Sanctions Laws and regulations) Iran, North Korea and Syria; and (C) "Sanctions" means any economic or trade, laws, regulations, embargoes, freeze provisions, prohibitions or restrictive measures relating to trade, business, investment, exports, financing or the making available of assets, enacted, enforced, imposed or administered by OFAC, the U.S. Departments of State or Commerce, Her Majesty's Treasury of the United Kingdom, the European Union or the United Nations Security Council;

 

n)       In the event that the EXPORTER does not comply with the financial parameters indicated in clause 7.3 below;

 

o)       If the corporate guarantee ("Corporate Guarantee") guaranteed by Aura Minerals Inc ("Aura") is not constituted in favor of the BANK within 90 (ninety) days of the signature of this Note;

 

p)       If the pledge of mining concessions ("Mining Pledge") is not signed and filed with the National Mining Agency ("AMN") within 90 (ninety) days of the signing of this Note, it will also be necessary to establish the Mining Pledge in favor of the BANK within 12 (twelve) months of the signing of this Note;

 

q)       In the event that the EXPORTER does not receive an injection of at least USD 70,000,000.00 (seventy million dollars) during the period of 24 (twenty-four) months ("Grace Period"), of which a minimum of USD 39,000,000.00 (thirty-nine million dollars) shall be via an equity issue ("Equity"), and the remainder, up to a maximum of USD 31.000,000.00 (thirty-one million dollars), via bilateral financial service contracts ("Private Royalties Contract, Private Streaming Contracts and/or Gold Linked Loans Contract"), of which a maximum of USD 10,000,000.00 (ten million dollars) in Gold Linked Loans;

 

r)       In the event that the EXPORTER acquires new indebtedness, other than that provided for in the above clause, 7.1, "q", via a bilateral contract for the provision of financial services whose value of USD 31,000,000.00 (thirty-one million dollars) is the maximum amount permitted;

 

s)   If the EXPORTER distributes dividends during the grace period of the Note;

 

t)       If the EXPORTER does not provide the BANK with the guarantee of Fiduciary Sale of Shares within 90 (ninety) days of signing this Note.

 

7.2.In any of the aforementioned hypotheses, the BANK shall be entitled to demand from the EXPORTER and/or the GUARANTORS the credits held against any of them.

 

7.3.In order to ensure that the CLIENT has the financial conditions to pay this Note, the CLIENT undertakes to comply, during the term of this Note, with the following financial parameters, according to the data contained in its consolidated financial statements drawn up during the period, under penalty of the BANK decreeing the early maturity of this Note:

 

a)the ratio between (i) the Net Financial Debt, and (ii) the ANNUALIZED EBITDA of the CLIENT, to be calculated annually, must be less than or equal to (i) 1.5x (one point five times) in the subsequent years until the settlement of this Note, and the measurement must be carried out in the month of April of each year, subsequent to the year of each calculation;

 

7.3.1.For the purposes of this Clause, the terms defined below shall have the following meanings:

 

a)       "Net Financial Debt": means the sum of all financial obligations (bank loans, floor plan and seller finance), whether short- or long-term, and from this amount must be deducted cash and cash equivalents (cash and liquid financial investments - 365 days), based on December 31 of each fiscal year ending immediately before each calculation date.

 

b)       "ANNUALIZED EBITDA": means the 12 (twelve)-month period within a fiscal year, between January 1st and December 31st. EBITDA will be calculated as net income free of:

 

(i)any provision for taxes for the period;

(ii)any interest arising from the debt;

(iii)any costs arising from hedging contracts;

(iv)any amount attributed to amortization of intangible assets or depreciation of fixed assets for the period;

(v)items treated as exceptional costs/revenues, with monetary variation;

(vi)dividends;

(vii)profit-sharing provisions for employees;

(viii)provisions for contingencies;

(ix)capitalized costs.

 

 

 

As for the first calculation exclusively, to be carried out after the end of the grace period, the period between the month immediately following the end of the grace period and the month in which the end of the same fiscal year will occur should be taken into account (e.g. if there are four (4) months between the month immediately following the end of the grace period and the end of the fiscal year, the annualized EBITDA will be the monthly average of the EBITDA incurred in those four (4) months multiplied by 12 (twelve)).

 

7.3.2.The CLIENT undertakes to send the BANK a copy of its balance sheets and financial statements every year.

 

8.LATE PAYMENT CHARGES

 

8.1.In the event of default in the fulfillment of the pecuniary obligations arising from this Note, the amounts due shall be subject to interest from the date of default until the date of actual payment: (i) default interest of 1% (one percent) per month or fraction thereof; (ii) Remuneration Interest at the rate described in Item V of the Preamble; (iii) default fine of 2% (two percent); and (iv) any costs arising from exchange variations including, but not limited to, Replacement Costs eventually incurred by the BANK.

 

9.EARLY SETTLEMENT

 

9.1.Should the EXPORTER be interested in early settlement of the obligations arising from this Note, it may do so upon fulfillment of the following conditions: (i) obtaining all approvals from governmental authorities necessary to effect the early settlement of this Note; (ii) notification by the EXPORTER to the BANK of the intention to carry out the early settlement and the respective amount, at least thirty (30) business days prior to the date on which the respective early payment will be made; and (iii) payment of (a) the installment equivalent to at least 50% (fifty percent) of the Total Value of the Export Advance Receipt; (b) interest incurred and not paid up to the date of the respective advance payment; (c) all taxes due as a result of the Export Advance Receipt; and (d) any Replacement Costs incurred by the BANK.

 

9.1.1.Under no circumstances shall the EXPORTER be entitled to a refund of any amount paid in advance by way of commission, fee or tariff, even partially or proportionally, it being understood that any amounts pending payment must be paid in advance in order for the advance settlement to take place in the manner provided for in this Note.

 

10.LOCAL AGENT

 

10.1.The BANK hereby authorizes the LOCAL AGENT to act as its representative in relation to the subject matter of this Note, with powers, among others, to exercise its rights, payments, receipts, collection and other acts related to this Note.

 

11.GUARANTORS AND OTHER GUARANTEES

 

11.1.Surety. This Note is signed by the GUARANTORS, who undertake before the BANK, jointly and severally with the EXPORTER and on an irrevocable and irretractable basis, to pay the entire Total Amount Owed by the EXPORTER to the BANK under the terms of this Note, which they recognize as liquid, certain and enforceable, if applicable.

 

11.1.1.In compliance with Article 1.647 of the Brazilian Civil Code, the spouses of the GUARANTORS indicated in Item IV of the Preamble hereby appear, irrevocably and irretractably, to authorize and agree to all the provisions and obligations arising from this Note assumed by the GUARANTORS.

 

11.2.Guarantees. In order to ensure compliance with the obligations of this Note, the Guarantees specified in Item VI of the Preamble, formalized in separate documents which form an integral part of this Note, are constituted in favor of the BANK.

 

11.3.If the EXPORTER chooses, in its sole interest and on its own account and order, to ask the LOCAL AGENT to issue the SBLC, it will be issued in accordance with the conditions in Table VI, regardless of any formalization or additional request on the part of the EXPORTER.

 

11.3.1.The SBLC issued at the request of the EXPORTER shall be governed by the International Standby Practices 1998 (ISP98), the ICC Customs and Practice for Documentary Credits (UCP 600) or the Uniform Rules for Demand Guarantee (URGD 758), as the case may be. In accordance with the rules governing the SBLC and international practice, the EXPORTER and the GUARANTORS expressly, irrevocably and irreversibly acknowledge, including for the purposes of presenting this declaration to third parties or related parties, that the credit corresponding to the SBLC is irrevocable, independently of this Cédula. The EXPORTER and the GUARANTORS acknowledge that they are not allowed to discuss with the LOCAL AGENT or with any of the banks involved in the issuance of the SBLC any aspects related to the fulfillment of the obligations provided for in the Note. Any disputes by the EXPORTER and/or the GUARANTORS in relation to the obligations provided for in this Note may not prevent the SBLC from being complied with.

 

11.3.2.In the event that the LOCAL AGENT is required to make any payment under the SBLC, the following provisions shall apply in relation to the amounts due:

 

a)       If the SBLC is honored, the LOCAL AGENT shall be subrogated to the BANK's rights under this Note, and the EXPORTER and the GUARANTORS shall reimburse the LOCAL AGENT for all amounts spent by it, in addition to any costs and/or expenses incurred by the LOCAL AGENT.

 

b)       In the event that the Total Amount of Credit is determined in foreign currency, once the LOCAL AGENT has honored the SBLC, the amount due under this Note shall be converted into Reais, respecting the following:

 

(i)       The exchange rate to be used for conversions will be the conversion rate of the SBLC currency, sale quotation, published by the Central Bank of Brazil on its website (www.bcb.gov.br), in the menu "Quotations and bulletins" " "Closing quotations of all currencies on a date" at approximately 1:30 p.m. (São Paulo time), calculated on D-1 of the sending of the notice for payment of the SBLC or any other amount paid by the BANK abroad, under the terms of Clause 5 above, as the case may be.

 

 

 

(ii)       If the Central Bank of Brazil fails to provide the aforementioned exchange rate, the average selling rate of that currency applicable to financial transactions, as informed by another body, entity or association that best reflects conditions practiced in the market on the day of the calculation, shall be used for the purposes of currency conversion.

 

12.FINAL PROVISIONS

 

12.1.Regulatory Changes. If, after the date of this Note, as a result of any change in the relevant laws or regulations of general application or change in the interpretation of any law and/or regulation or if, as a result of compliance by the BANK with a directive, instruction or requirement, whether or not having the force of law, authored or imposed by any governmental, tax, monetary or similar authority charged with administering them, the BANK decides, at its sole discretion, that (i) the costs incurred in effecting or maintaining the Export Receipt in Advance, including but not limited to the costs arising from the taxation applicable to the Export Receipt in Advance, are increasing or (ii) any amount received or receivable by the BANK under this Note and/or the other Credit Documents is decreasing the BANK shall deliver to the EXPORTER an attestation describing the fact, its effect, the necessary adjustments to the amounts owed by the EXPORTER and the form of payment of these amounts by the EXPORTER. The EXPORTER expressly agrees to bear any increase in the costs incurred by the BANK in granting or maintaining the Advance Export Receipt, at any time, as described in this clause and to pay said adjustments to the amounts due to the BANK under the conditions that the BANK stipulates as necessary to compensate it.

 

12.1.1.In the event provided for in this Clause 12.1, the BANK may terminate this Note in advance and require the EXPORTER, the GUARANTORS and/or any third party guarantors to comply with the obligations assumed under this Note.

 

12.1.2.In the event that it becomes unlawful for the BANK to honor the obligations assumed in this Note, including but not limited to the obligation to grant or maintain the Advance Export Receipt, the BANK shall immediately notify the EXPORTER in this regard, thereby terminating the BANK's obligation to make and maintain the Advance Export Receipt and, in the event that the Advance Export Receipt has not been paid, the EXPORTER shall settle it in advance on the immediately following Interest Payment Date.

 

12.2.Offsetting. In the event of non-payment of any and all amounts due under this Note and in the event of early maturity, the BANK may offset the amount of the debt and its accruals against any amount that the EXPORTER or the GUARANTORS have deposited, pledged or delivered to the BANK in any capacity whatsoever, as well as retain, as security for this Note, in the event of default by the EXPORTER, any sums, securities, amounts and other assets held by the BANK belonging to the EXPORTER or any GUARANTORS, including those subject to custody.

 

12.2.1.The parties agree that the BANK may, regardless of notice or notification of any kind, in the event of the occurrence of any of the hypotheses set out in the caption of this Clause, redeem any of its financial investments up to the limit necessary to settle the amount due, maturing in advance any investment made by the EXPORTER and the GUARANTORS in the BANK with a view to satisfying their credit.

 

12.2.2.The CLIENT and the GUARANTORS hereby irrevocably and irrevocably authorize the BANK, for the specific purposes of this clause, to debit their current demand deposit account or investment account with the BANK for any and all amounts due to the BANK for payment or reimbursement under this Note.

 

12.3.Account Debit Authorization. The EXPORTER and the GUARANTORS authorize the LOCAL AGENT indefinitely to debit from their accounts indicated in the Preamble, in the order indicated therein (if applicable), as far as the funds allow, all the amounts for which payments or reimbursements are due under this Note, regardless of notification, the EXPORTER and the GUARANTORS being obliged to keep sufficient funds available in their accounts to meet such debits. The EXPORTER and the GUARANTORS are aware and agree that: (A) the available balance of the accounts indicated in the Preamble also includes any current account limit, if contracted by the EXPORTER and/or the GUARANTORS holding the accounts and the authorization indicated in the Preamble is indicated, which may be used to pay the obligations of this Note; (B) this authorization also covers joint accounts of the EXPORTER and/or the GUARANTORS, even in the case of an obligation to be amortized and/or settled by only one of the holders; (C) this authorization may be cancelled and replaced by another account debit authorization with the LOCAL AGENT, through the LOCAL AGENT's call centers, at least 30 (thirty) days in advance of the next due date; and (D) the request for cancellation of the aforementioned debit authorization without the corresponding indication of another account debit authorization with the LOCAL AGENT that replaces it will imply, at the LOCAL AGENT's discretion, the immediate change of the form of amortization/settlement to electronic transfer to an account to be indicated by the LOCAL AGENT.

 

12.4.Forbearance. Tolerance on the part of one of the parties for non-compliance with contractual obligations by the other party shall be considered mere liberality and shall not amount to novation, forgiveness or contractual amendment.

 

12.5.Assignment. The BANK may, at any time, encumber, bind, assign or transfer, in whole or in part, by any means permitted by law, including through its registration with a settlement and custody chamber and the issuance of Bank Credit Note Certificates, the rights, obligations and guarantees arising from this Note, and may, to this end, deliver to the beneficiary of any guarantee, assignee or to potential beneficiaries or assignees the totality of the Credit Documents, as well as any other document relating to the Anticipated Receipt of Export.

 

12.6.Consultation and Information with the Central Bank. The EXPORTER and the GUARANTORS are aware that the BANK will include the information pertinent to the active and passive financial operations and guarantees of their responsibilities in the Credit Information System ("SCR") of the BACEN, with the purpose, in addition to providing such information to the BACEN for the supervision of the credit risks to which the financial institutions are exposed, facilitate the exchange of information between these institutions on the amount of debts and liabilities of the EXPORTER and guarantors, and to this end, hereby authorize the BANK to consult, at any time, the debts and liabilities contained in the SCR.

 

12.6.1.The EXPORTER and the GUARANTORS are aware that they may obtain any information contained in the SCR, from BACEN's Public Service Center ("CAP"), pertinent to the data contained in their names, by means of a written and reasoned request, when applicable accompanied by the respective judicial decision, on requests for corrections, exclusions and records of judicial measures and measures of disagreement regarding the information.

 

12.6.2.The EXPORTER also authorizes the BANK to consult all of the EXPORTER's foreign trade information made available by the Ministry of Development, Industry and Foreign Trade (MDIC), under the Secretariat for Foreign Trade and the Secretariat for Trade and Services, through Siscomex, Siscomex Web - Novoex, or any other system to be

 

 

 

The BANK shall be obliged to provide any information it deems necessary for the analysis of the EXPORTER's export performance/history, for the purpose of granting loans, financing or any other services and products made available by the BANK or for the purpose of contracting and settling foreign exchange transactions. The information accessed by the BANK may only be used for the purposes for which it is intended, and the BANK is responsible for the safekeeping and confidentiality of the data accessed. The EXPORTER declares that it is aware that this authorization includes consultations carried out by the BANK prior to the present date.

 

12.7.Social, environmental and climate policy. The EXPORTER and the GUARANTOR(S) declare that:

 

a)       They respect and assume the obligation to respect and comply with all social, environmental and climate legislation and regulations during the term of this Cédula, including but not limited to those related to labor legislation, especially rules relating to occupational health and safety, the natural, artificial, cultural and labor environment, public heritage, historical heritage, cultural heritage or urban order, climate change, biodiversity, human rights, specially protected spaces (such as Conservation Units, Permanent Preservation Areas, Legal Reserve Areas, among others);

 

b)       Its own activities and the activities of any companies directly or indirectly linked, affiliated, controlling or controlled by the EXPORTER and/or the GUARANTOR(S), including abroad, do not encourage human trafficking, sexual exploitation, the criminal exploitation of prostitution, discrimination, harassment or prejudice in all its forms;

 

c)       They do not use or encourage child labor and/or labor in conditions analogous to slavery or in any way infringe on the rights of forest dwellers, in particular, but not limited to, the right over areas of indigenous occupation, quilombolas or traditional communities, thus recognized, consulting them when necessary, and do not engage in acts of irregular, illegal or criminal exploitation of their lands (subparagraphs "a", "b" and "c" together "Socio-Environmental Legislation"); and

 

d)       The use of the amounts covered by this Note (i) will only be used for activities that are effectively licensed and carried out in compliance with the conditions established in the relevant authorizing documents and in accordance with Socio-Environmental Legislation, and (ii) is not related to any purposes that may cause social, environmental or climatic damage or irregularities or to any purposes and/or projects that do not strictly comply with Socio-Environmental Legislation.

 

12.7.1.The EXPORTER and the GUARANTOR(S), regardless of fault, shall (i) reimburse the BANK for any amount that the BANK incurs or is compelled to pay as a result of this Note, including for the defense of its interests, as well as (ii) indemnify the BANK for any loss or damage that the BANK may experience as a result of damages or social, environmental and climatic irregularities related, duly demonstrated, directly to the activities of the EXPORTER, until the maturity of the debt subject to this Note, as well as in the event of any early settlement.

 

12.8SANTANDER and CLIENT may, until (31/12/2023), negotiate in good faith the inclusion of a structure linked to targets for one or more Key Performance Indicators (KPIs) in this transaction, by an annex to this instrument.

 

12.9Both parties agree that the transaction cannot be communicated, under any circumstances, as linked to sustainability goals or any definitions that make mention of the terms "sustainable", "green", ESG" or similar if said framework is not negotiated and formally added to this instrument.

 

12.10.Prevention of Acts Against the Public Administration. The EXPORTER declares and undertakes not to use, directly or indirectly, the funds made available through this Note for the practice of an act provided for in Law No. 12.846, of August 1, 2013, which violates national or foreign public assets, public administration principles or international commitments assumed by Brazil.

 

12.11.Communications. All notices, notifications or communications which, in accordance with this Agreement, must be made in writing, shall be deemed valid when sent by facsimile, telex, telegram, electronic mail or by registered letter with acknowledgment of receipt, sent to the addresses of the Parties indicated in the Preamble, or to any other address subsequently communicated in writing by the addressee to the other .

 

12.11.1.The EXPORTER and the GUARANTORS undertake to immediately notify the BANK in writing of any change in their addresses and/or the addresses of any third party guarantors. If no change of address is notified, all correspondence sent by the BANK to the address in its records shall, for all legal purposes, be deemed to have been received.

 

12.12.Waiver. The non-exercise by any of the Parties any of the rights arising from this Note, from any of the Credit Documents or from the law shall not constitute a precedent, nor shall it signify an alteration or novation of the clauses and conditions established herein, without prejudice to the exercise of these rights at a subsequent time or in an identical occurrence.

 

12.13.Means of Proof. The EXPORTER and the GUARANTORS hereby acknowledge as means of proof of debit and credit arising from this Note, the statements, posting notices and collection notices issued by the BANK, if not contested within a maximum period of 10 (ten) days from the date of issue.

 

12.14.Information. The EXPORTER and the GUARANTORS undertake to provide the BANK, at any time, whenever they receive a request to this effect, with all the data and information relating to their financial statements and socio-economic activities,

 

12.14.1.The Parties establish that the information provided and the financial statements presented by the EXPORTER may be disclosed to companies belonging to the same economic conglomerate as the BANK.

 

12.14.2.Without prejudice to the information mentioned in the items above, the Parties to this Cédula irrevocably and irretractably authorize the BANK and the LOCAL AGENT to disclose their information, subject to the EXPORTER's prior authorization including that of this operation with any companies belonging to the BANK's economic conglomerate and with the regulatory authorities in Brazil and abroad.

 

12.15.Duration. This Note shall enter into force on the date it is signed and shall remain in full force and effect until the date on which the the EXPORTER and/or the GUARANTORS have fully complied with the obligations assumed towards the BANK in this Note.

 

12.16.Authorization for ROF Registration. The EXPORTER and the GUARANTORS hereby authorize the BANK, irrevocably and irrevocably, without any reservation whatsoever, to carry out the electronic registration in the RDE-ROF Module of the Central Bank Information System - SISBACEN, of the Loan contracted under the terms of this Note, including, without limitation, the migration of information to the RDE-ROF Module, the carrying out of the subsequent registration of the payment schemes and the entries relating to the payments of principal, interest and other amounts owed to the BANK, as well as any changes and rectifications to said records, in accordance with the information and guidelines provided by the CLIENT and the GUARANTOR(S), where applicable.

 

 

 

12.16.1.The EXPORTER and the GUARANTOR(S) undertake to provide all the information and guidance to the BANK for the due registration of alterations or rectifications, as well as to inform the BANK of any decision as to whether there will be an inflow of funds into the country or whether the funds will be kept abroad, within 30 (thirty) days of the Disbursement Date, in order to update or not the RDE-ROF Module in accordance with exchange regulations.

 

12.17.Restructuring of the Obligation in the Event of Insolvency of the EXPORTER. Should the obligation embodied in this Note be novated and/or restructured as a result of any insolvency proceedings to which the EXPORTER is subject, including, but not limited to, the procedures provided for in Law No. 11.101/2005, the other terms and conditions of this Note that are not expressly altered as a result of any novation within the scope of the respective insolvency proceedings shall remain valid and effective for all purposes, including, but not limited to, the form of payment provided for in Clause 4.

 

12.18.Electronic Signature. The parties acknowledge that this Cédula may be signed electronically, in which case it will be done through the use of an signature, in accordance with the provisions of MP No. 2.200-2/2001/01, in particular § 2 of article 10, or with the use of a digital signature, with a digital certificate issued under the ICP-Brasil standard, in either case being fully valid and accepted by the parties.

 

12.18.1.The EXPORTER and the GUARANTORS undertake, at the BANK's discretion, whenever electronic signature tools and/or platforms contracted by the CLIENT are used, to provide any and all technical and corporate evidence that guarantees the legitimacy, integrity and authenticity of the acts carried out throughout the signature flow, including, without limitation, the evidentiary/forensic report containing, at a minimum, information on (i) the identification and authentication of the signatories, (ii) the identification of the action taken, (iii) the date and time of the signature events carried out, with an indication of the time in relation to the official time zone of Brazil (characterized by Greenwich time “minus three hours”, under the terms of Decree no. 2.784/13), (iv) the respective hash identification code and which set or document it refers to, and (v) the Internet Protocol address ("IP Address") of the electronic signature events, without prejudice to other information requested by the BANK.

 

12.19.This Note is issued on an irrevocable and irretractable basis, binding the parties and any successors in title.

 

12.20.In the event of issuance in notarial form, the EXPORTER and the GUARANTOR(S) sign this Note in () counterparts of equal content and the BANK will maintain the only negotiable route.

 

13.NO PROCESSING OF PERSONAL DATA

 

13.1.The Parties declare that under this Agreement there will be no processing of data that identifies or may identify natural persons ("Personal Data"), in accordance with Law No. 13.709/18 - General Data Protection Law. Therefore, in the event that information of this nature is processed, the Parties undertake to first draw up a specific instrument to regulate access to and the conditions for processing such information.

 

13.2.It is hereby agreed between the Parties that the Personal Data collected under this Agreement strictly concerns the identification of the respective legal representatives and shall be processed only for the operations and purposes provided for herein.

 

13.3.The Parties undertake to adopt all appropriate and proportionate technical and organizational security measures, as well as any other preventive measure in order to prevent the processing of data that is not permitted or compatible with the purpose of this Agreement.

 

14.FORUM

 

14.1.The courts of the District of São Paulo or of the defendant's domicile, at the plaintiff's discretion, are hereby elected to settle any issues arising from this Note.

 

This signature is an integral part of the                                entered into between BANCO SANTANDER (BRASIL) S/A and on the date of                       .

 

SÃO PAULO, SEPTEMBER 04, 2023

 

 

 

CASCAR BRASIL MINERACAO LTDA
     
/s/ Simone Pereira Goncalves   /s/ Pitagoras Soares da Costa
     
   
     
     
     
BANCO SANTANDER (BRASIL) S.A., LUXEMBOURG BRANCH
     
/s/ Luisa Yoshi N. de Almeida   /s/ Ricardo da Silva Fernandes
     
     
     
BANCO SANTANDER (BRASIL) S.A.
     
/s/ Luisa Yoshi N. de Almeida   /s/ Ricardo da Silva Fernandes
     

 

 

 

This signature is an integral part of the                                       entered into between BANCO SANTANDER (BRASIL) S/A and on the date of .

 

GUARANTOR(S):   AUTHORIZATION(S) OF SPOUSE(S):
     
     
     
/s/ Simone Pereira Goncalves   /s/
Name/Business name: MINERACAO APOENA S/A   Name: Not applicable
CPF/CNPJ: 10.302.599/0001-71   CPF:
    Marriage regime:
     
/s/ Frederico Izaias Silva    
Name/Business name: MINERACAO APOENA S/A    
CPF/CNPJ: 10.302.599/0001-71    
     

 

 

 

 

WITNESS(S):

 

 

/s/ Monica Marques Mazzoco   /s/ Denis Baldivia
     

 

 

 

 

 

Exhibit 10.7

 

 

Free English Translation

 

 

 

CONFIRMATION OF CASH FLOW SWAP OPERATION NO. 109824100014800

contracted under the terms of Agreement No. 33478

 

ITAÚ UNIBANCO: ITAÚ UNIBANCO S.A.
CLIENT: AURA ALMAS MINERACAO S A CNPJ/CPF:08.213.823/0001-07
OPENING DATE: 10/15/2024
EFFECTIVE DATE: 10/18/2024
MATURITY DATE: 10/02/2030

Quantity of Days Maximum of

Extension:

14
PERIOD OF VALIDITY: DC 2175 DU 1489
NOTIONAL VALUE:

☒ Fixed of: R$ 1,000,000,000.00

 

¨ Adjusted by valuation factor, in the following terms:

 

Adjusted Value = R$ x Adjustment Factor

 

Adjustment Factor =

 

R$ [o]: R$

 

Opening Date Rate/Index/Foreign Currency: Effective Date Rate/Index/Foreign Currency:

   

 

CLIENT
Interest Installments and Principal Installments for which the Client is responsible under the terms of the Agreement

Client’s Interest Installments: the amount resulting from applying the following formula to the Remaining Amount for the periods and payment dates indicated in the table below:

 

being:

 

VJ (i) = Adjusted Remaining Value(i) x Dollar Interest Factor(i) of which:

 

VJ(i) = value of the Client’s Interest Portion at Event(i)

 

Event(i) = interest and/or principal payment event number “i” of the

 

Customer indicated in the table below

 

Adjusted Remaining Value (i) = is the Remaining Value indicated in the table below multiplied by the Adjustment Factor (if the NOTIONAL VALUE is Adjusted).

 

Dollar Interest Factor(i) =

 

Correction Factor Foreign Currencies(i) x  where:

 

Factor of Correction Foreign Currencies(i) = under the terms of the Agreement being: Initial Quotation: Initial DÓLLAR Quotation: 5.695000

 

 

 

R$/USD; Final Quotation: business day immediately prior to the due date of the Client’s respective Interest Installment Payment Date.

 

Adjustment Factor Notional Value Dollar = Interest will be charged on the Notional Value at the Linear Interest Rate, per year - base of 252 (two hundred and fifty-two) Business Days, from the First Payment Date until December 15, 2023.

 

Linear Interest Rate = 6.975000% per year (base 360 DC(i))

 

DC(i) = number of calendar days in the Client’s Interest Installment Calculation Period relating to Event(i) including the first date and excluding the last date of each Client’s Interest Installment Calculation Period indicated in the table below

 

Client’s Principal Installments: Client’s Principal Amounts indicated in the table below multiplied by the Dollar Notional Value Adjustment Factor and corrected by the Foreign Currency Correction Factor(i), calculated under the terms of the Agreement being: Initial Quotation: Initial DOLLAR Quotation: 5.695000 R$/USD; Final Quotation: business day immediately prior to the due date of the respective Principal Payment Date of the Client.

 

 

 

Event (i) Interest and/or Principal Payment Dates of ITAÚ UNIBANCO Equivalent interest rate (exponential base 360 calendar days)% ITAÚ UNIBANCO Interest
Installment Calculation
Periods
Remaining value
of ITAÚ UNIBANCO (R$)
ITAÚ UNIBANCO principal installments (R$)
1 04/02/2025 6.975000 10/18/2024 to 04/02/2025 1,000,000,000.00 0.00
2 10/02/2025 6.975000 04/02/2025 to 10/02/2025 1,000,000,000.00 0.00
3 04/02/2026 6.975000 10/02/2025 to 04/02/2026 1,000,000,000.00 0.00
4 10/02/2026 6.975000 04/02/2026 to 10/02/2026 1,000,000,000.00 0.00
5 04/02/2027 6.975000 10/02/2026 to 04/02/2027 1,000,000,000.00 0.00
6 10/02/2027 6.975000 04/02/2027 to 10/04/2027 1,000,000,000.00 142,857,100.00
7 04/03/2028 6.975000 10/04/2027 to 04/03/2028 857,142,900.00 142,857,100.00
8 10/02/2028 6.975000 03/04/2028 to 10/02/2028 714,285,800.00 142,857,100.00
9 04/02/2029 6.975000 10/02/2028 to 04/02/2029 571,428,700.00 142,857,100.00
10 10/02/2029 6.975000 04/02/2029 to 10/02/2029 428,571,600.00 142,857,100.00
11 04/02/2030 6.975000 10/02/2029 to 04/02/2030 285,714,500.00 142,857,100.00
12 10/02/2030 6.975000 04/02/2030 to 10/02/2030 142,857,400.00 142,857,400.00

 

 

INSTRUMENT: 109824100014800Page 3 of 11

AUTHENTICATION (SIM-II): 4B631AAC-BD9C-4C91-991B-F1CC1CF22F0B

ITAU _SWAP _CON _ABERTURA _FLUXOCAIXA /CLIENTEPAGAUSD /BANCOPAGACDI _AURAMINERALS

_ID116506

 

ITAÚ UNIBANCO

Interest Installments and Principal Installments for which ITAU UNIBANCO S.A. is responsible

For the terms of the agreement

ITAU UNIBANCO Interest Installments: amount resulting from the application, on the Remaining Amount, of the following formula for the periods and payment dates indicated in the table below:

 

being:

 

VJ(i) = value of ITAÚ UNIBANCO’s Interest Portion in Event(i) Event(i) = event number “i” of payment of interest and/or principal of the Customer indicated in the table below

 

Adjusted Remaining Value (i) = is the Remaining Value indicated in the table below

 

Interest Factor CDI(i) =  

 

CDI Correction Factor(i) = calculated under the terms of the Agreement for the period relating to Event(i) using the CDI Percentage indicated below:

 

Percentage of CDI = 100.00 %

 

Exponential Interest Rate = 1.600000% per year (base 252 DU) equivalent to the exponential interest rate base 360 DC as shown in the table below

 

DU(i) = number of business days in the Client’s Interest Installment Calculation Period relating to Event(i) including the first date and excluding the last date of each Interest Installment Calculation Period of ITAÚ UNIBANCO indicated in the table below

 

ITAÚ UNIBANCO Principal Installments: amounts indicated in the table below multiplied by the Adjustment Factor:

 

 

 

  

 

INSTRUMENT: 109824100014800Page 4 of 11

AUTHENTICATION (SIM-II): 4B631AAC-BD9C-4C91-991B-F1CC1CF22F0B

ITAU _SWAP _CON _ABERTURA _FLUXOCAIXA /CLIENTEPAGAUSD /BANCOPAGACDI _AURAMINERALS

_ID116506

 

Event (i) Interest and/or Principal Payment Dates of ITAÚ UNIBANCO Equivalent interest rate (exponential base 360 calendar days)
%
ITAÚ UNIBANCO Interest
Installment Calculation
Periods
Remaining value of ITAÚ UNIBANCO
(R$)
ITAÚ UNIBANCO Principal Installments (R$)
1 04/02/2025 1.541725 10/18/2024 to 04/02/2025 1,000,000,000.00 0.00
2 10/02/2025 1.586152 04/02/2025 to 10/02/2025 1,000,000,000.00 0.00
3 04/02/2026 1.569623 10/02/2025 to 04/02/2026 1,000,000,000.00 0.00
4 10/02/2026 1.573565 04/02/2026 to 10/02/2026 1,000,000,000.00 0.00
5 04/02/2027 1.531665 10/02/2026 to 04/02/2027 1,000,000,000.00 0.00
6 10/04/2027 1.581321 04/02/2027 to 10/04/2027 1,000,000,000.00 142,857,100.00
7 04/03/2028 1.569623 10/04/2027 to 04/03/2028 857,142,900.00 142,857,100.00
8 10/02/2028 1.569623 04/03/2028 to 10/02/2028 714,285,800.00 142,857,100.00
9 04/02/2029 1.519016 10/02/2028 to 04/02/2029 571,428,700.00 142,857,100.00
10 10/02/2029 1.598741 04/02/2029 to 10/02/2029 428,571,600.00 142,857,100.00
11 04/02/2030 1.531665 10/02/2029 to 04/02/2030 285,714,500.00 142,857,100.00
12 10/02/2030 1.598741 04/02/2030 to 10/02/2030 142,857,400.00 142,857,400.00

 

 

INSTRUMENT: 109824100014800Page 5 of 11

AUTHENTICATION (SIM-II): 4B631AAC-BD9C-4C91-991B-F1CC1CF22F0B

ITAU _SWAP _CON _ABERTURA _FLUXOCAIXA /CLIENTEPAGAUSD /BANCOPAGACDI _AURAMINERALS

_ID116506

 

CLAUSE BM&F: applicable not applicable
Others:

Statements:

 

(1)       In addition to the representations contained in the Agreement, the CLIENT declares that it has understood and agrees with all the terms of this CONFIRMATION and that, therefore, it is aware that due to the risks assumed in this OPERATION it may suffer negative adjustments and become indebted to ITAU UNIBANCO S.A.

 

(2)       ITAU UNIBANCO, in the normal course of its activities, acts in a relevant manner in the markets where the underlying asset, limiters, verifiers, conditions and rights of this OPERATION are traded, even hedging its positions through operations contracted in such markets. In this context, the CLIENT declares that it is aware that such operations practiced by ITAU UNIBANCO may indirectly affect or even contribute, eventually and unintentionally, to the limitations, verifiers, suspensive condition, resolutive condition or right of withdrawal indicated above being reached.

 

(3)       The CLIENT, through the undersigned representatives, declares that the OPERATION which is the subject of this CONFIRMATION has been examined and approved by administrators with powers to assume the obligations set out in this instrument.

 

(4)       The CLIENT acknowledges that this OPERATION is a risky business, that its outcome is unpredictable and that this contract is a random contract under the terms of Article 458 et seq. of the Brazilian Civil Code.

 

 

1)The complete definition and calculation methodology relating to the foreign currencies, indices, prices and rates (“Correction Factors”) applicable to this Confirmation are set out in the document “APPENDIX B / SUPPLEMENTARY APPENDIX B to the AGREEMENT FOR THE CELEBRATION OF DERIVATIVES OPERATIONS / GLOBAL DERIVATIVES CONTRACT,” which are registered at the 5th Registry Office of Deeds and Documents and Civil of Legal Entities of the Capital of the State of São Paulo, under no. 1.590.258, and whose version in force on this date is available for consultation on the website https://www.itau.com.br/itaubba-pt/o-que-fazemos/derivativos/. With regard to the Financial Clauses, the provisions agreed between the parties in [Appendix/Annex] and/or [Agreement/Contract] signed prior to this Confirmation shall prevail.

 

2)“Swap Marking Clause”: in addition to that defined in the “Central Counterparty Clause” or “BM&F Clause,” ITAÚ UNIBANCO may also carry out operations of a similar nature in the offshore market, whether or not concurrently with operations in organized derivatives markets in Brazil, to minimize its exposure to the indexes that are the subject of this OPERATION (“Hedge”). Notwithstanding any provision set forth in the Agreement, should any of the events below occur (“Early Settlement Event(s)”), this OPERATION may, at ITAÚ UNIBANCO’s discretion, be settled early, upon prior notice to the CLIENT, for an early settlement amount to be determined by the Calculation Agent, as set forth in the “EARLY SETTLEMENT AMOUNTS” Clause below, in which case the BANKS CLAUSE shall not apply. In the event that the CLIENT needs to settle any financial amount to ITAÚ UNIBANCO, the entire amount may, at ITAÚ UNIBANCO’s sole discretion, be settled or offset by an Offshore entity of the CLIENT in favor of the entity that ITAÚ UNIBANCO used to hedge the transaction converted into US Dollars (USD).

 

I.Inconvertibility Event: any event or existence of any condition which, directly or indirectly, limits or in any way restricts the convertibility of Reais (BRL) into US Dollars (USD) or USD into BRL, or the transfer of USD from Brazil to other countries or from other countries to Brazil (including, without limitation, through delays, increased costs or discriminatory exchange rate or any other current or future restrictions).

 

 

 

II.Fallback Event: scenario where ITAÚ UNIBANCO, as Calculation Agent, is unable (or there is a substantial likelihood that it will be unable) to determine any value related to foreign currencies, indices, prices and rates necessary for the settlement of this OPERATION due to market conditions, including, but not limited to (i) market volatility, (ii) market liquidity and (iii) regulatory or artificial market limitations.

 

III.Tax Event: the occurrence of any act or event, at any time, related to the increase, imposition, creation, withholding or deduction of taxes that impacts the Hedge, such as:

 

(i)the imposition of taxes and/or other levies on the transfer of USD out of Brazil, or on the entry of USD into Brazil;

 

(ii)the imposition of any additional taxes and/or other levies affecting the costs of the Hedge; or

 

(iii)the imposition of any taxes and/or other levies on the conversion of BRL into USD or USD into BRL.

 

IV.Legal and/or Regulatory Event: any legal and/or regulatory changes that prevent or hinder (or there is a substantial likelihood that they will prevent or hinder) ITAÚ UNIBANCO, or its affiliates and agents, from maintaining the Hedge.

 

V.Residual Risk Event: any event, action or circumstance that in any way materially and adversely affects (or there is a substantial likelihood that it may affect) the costs to ITAÚ UNIBANCO, or its affiliates and agents, of maintaining the Hedge.

 

3)“Early Settlement Values” clause:

 

In the event of early settlement dealt with in the “Swap Marking Clause” above, the amount to be paid by one Party to the other for early settlement of this Transaction shall be that informed by the Calculation Agent, whereby:

 

(i)the Amount owed by ITAÚ UNIBANCO shall be calculated as the current ITAÚ UNIBANCO Interest Installments, as defined in this CONFIRMATION and in the AGREEMENT, added to the amount of the ITAÚ UNIBANCO Principal Installments paid in each installment, such amounts being discounted by an offshore dollar curve.

 

(ii)The amount owed by the CLIENT will be calculated as the CLIENT’s current Interest Installments, as defined in the CONFIRMATION and in the AGREEMENT, added to the amount of the CLIENT’s Principal Installments paid in each installment, these amounts being discounted by a theoretical curve based on the interest rates of future Dollar contracts traded on B3.

 

4)“Missing Market Events” clause:

 

 

 

In the event that the Calculation Agent is unable (or there is a substantial likelihood that it will not be able) to determine any values relating to foreign currencies, indices, prices and rates necessary for the settlement of this OPERATION due to a Price Source Disruption and there is therefore a “Maturity Date Extension,” the values will be determined on the next Business Day following the date on which the Price Source Disruption ceases to exist. If this persists, the calculations and determinations by the Calculation Agent will be made on the next Business Day after the “Maximum Number of Days of Extension.” If there is a disagreement, the values calculated by the Calculation Agent will be used instead.

 

“Maturity Date Extension” means, for the purposes of determining the settlement values of this OPERATION, that the value will be determined on the first Business Day following the day on which the Price Source Interruption ceases to exist, unless the Price Source Interruption continues to exist for a consecutive number of calendar days equal to the Maximum Extension Days Quantity. In this case, calculations and determinations by the Calculation Agent will be carried out on the next Business Day after the “Maximum Extension Number of Days.”

 

“Price Source Interruption” means a situation in which it becomes impossible to obtain any index, rate, quotation or price of the present OPERATION or of the operations object of the Hedge due to its non-disclosure or extinction, without the disclosure of a substitute index, rate, quotation or price.

 

If an event occurs that may be considered both an Out-of-Market Event and an Early Settlement Event, the terms and conditions set forth in the “Swap Marking Clause” shall prevail and such event shall be considered an Early Settlement Event as provided in said Clause.

 

5)Notwithstanding the early maturity events agreed in the Agreement, the Parties agree that the OPERATION formalized in this Confirmation shall be settled in advance, becoming immediately payable on the same date on which the Debentures, object of the Client’s 2nd Issue of Simple Debentures (“Second Issue of Debentures”), under the terms of the Public Deed dated
September 8, 2024 (“Second Issue Deed”), is settled in advance, in whole or in part, either voluntarily, by verification of any hypothesis of early settlement, if applicable, or due to the occurrence of any hypothesis of mandatory early settlement or early maturity. In this case, the amount to be paid by one Party to the other for the purposes of early settlement of this OPERATION shall be calculated by the Calculation Agent, in good faith and using commercially accepted methods, considering losses or expenses incurred, or potential gains, always respecting the market conditions in force at the time, in accordance with the calculation methodology provided for in the Agreement.

 

6)In addition to the hypotheses of early maturity agreed in the clause “EARLY MATURITY” of the Agreement, this Transaction may be considered early matured, at the sole discretion of ITAÚ UNIBANCO, causing the immediate demand ability of all obligations arising from this Transaction, in the following hypotheses:

 

(i)failure by Aura Minerals Inc (“Aura Minerals”) to comply with the financial ratio below, to be calculated by Aura Minerals on a quarterly basis in accordance with generally accepted accounting principles in Brazil and monitored by Itaú within 15 (fifteen) Business Days from the date of receipt by ITAÚ

 

 

 

UNIBANCO of the information referred to in item 7 below, based on the Financial Statements of Aura Minerals, reported quarterly, in United States Dollars, as the case may be (“Initial Financial Ratio”), starting, inclusive, from the Consolidated Financial Statements of Aura Minerals for the fiscal year ended September 31, 2024 until the calculation to be made based on the Consolidated Financial Statements of Aura Minerals for the three-month period ended June 30, 2025: (a) the financial ratio resulting from dividing Net Debt by Aura Minerals’ EBITDA, which must be equal to or less than 2.75x.

 

(ii)After the calculation of the Initial Financial Ratio for the three-month period ended June 30, 2025, failure by the Client to comply with the financial ratio below, to be calculated by the Client, on a quarterly basis, in accordance with accounting principles generally accepted in Brazil and monitored by ITAÚ UNIBANCO within 5 (five) Business Days from the date of receipt, by Itaú of the information referred to in item 7 below, based on the available quarterly information and financial statements of the Client considering the previous twelve (12) month period (“Subsequent Financial Ratio” and, together with the Initial Financial Ratio, the “Financial Ratios”):

 

Closing of Financial Years and Quarters (always considering the period

of 12 (twelve) months prior to that date)

Net Debt/EBITDA

Until October 2, 2027 (First Date of

Amortization of Debentures)

Less than or equal to 2.00x

From October 2, 2027 (First Debenture Amortization Date) until the

Debenture Maturity Date

Less than or equal to 1.50x

 

(iii)failure by the CLIENT to comply with the minimum useful life of the mines operated by the CLIENT. For the purposes of this clause, the minimum term must be at least 24 (twenty-four) months after the Maturity of this Operation and the useful life will be determined, in years, by the product obtained by the ratio (division) between: (i) the quantity of proven and probable gold reserves of the CLIENT’s mines, to be published by April of the year following the end of a fiscal year and (ii) the accumulated annual production of the previous 12 months of gold smelted by the CLIENT’s processing plant(s). For purposes of this calculation, proven and probable reserves shall be defined according to the standards of Canadian National Instrument 43-101, or the Australasian Joint Ore Reserves Committee (JORC) code or Securities and Exchange Commission (SEC) Regulation S-K 1300. For the purposes of this clause, this obligation applies only to the CLIENT, and any companies that may become controlled by or affiliated with the CLIENT in the future are not included in the calculations or obligations assumed herein.

 

6.1 For the purposes of this Confirmation, Net Debt and EBITDA shall have the following meanings:

 

“EBITDA” corresponds to the accumulated sum of the last twelve months, up to the closing date of the respective period, on the Client’s consolidated basis, of the net income for the period before deducting: (i) current income tax and deferred income tax expenses, (ii) depreciation and amortization expenses, (iii) financial expenses deducted from financial income, (iv) other net income (expenses) and non-operating income,

 

 

 

This includes the effects of the disposal or impairment of non-current assets and equity instruments.

 

“Net Debt” means the sum of consolidated debts from loans and financing, reduced by the amount of cash and cash equivalents. Operating lease liabilities should not be considered for calculation purposes.

 

7)The Client undertakes to provide ITAÚ UNIBANCO with: (a) no later than ninety (90) calendar days after the end of the fiscal year, or within ten (10) days after the date of its disclosure, whichever occurs first: (1) a copy of the Client’s complete, consolidated and audited financial statements for the respective fiscal year, prepared in accordance with applicable Brazilian law, the accounting principles generally accepted in Brazil, and the rules issued by the CVM, accompanied by the opinion of independent auditors with valid registration with the CVM (“Aura Minerals’ Consolidated Financial Statements”); (2) a copy of its quarterly information for the respective quarter, accompanied by the management report on the financial statements as required by the applicable legislation, accompanied, on a quarterly basis, by the calculation memory of the Financial Ratios prepared by the Client comprising all the items necessary to obtain the Financial Ratios, under penalty of impossibility of monitoring by ITAÚ ÚNIBANCO, which may request from the Client any additional clarifications that may be necessary; (3) a statement, signed by a legal representative of the Client, empowered to do so under its bylaws, attesting that: (I) the provisions contained in this Second Issue Indenture remain valid; and (II) the non-occurrence of any Event of Default and the non-existence of non-compliance with the Client’s obligations towards the Debenture Holders of the Second Issue of Debentures; and (4) within a maximum of forty-five (45) calendar days after the end of the six-month period, to provide ITAÚ ÚNIBANCO with the interim balance sheets for June of each year accompanied by the statement of calculation of the Financial Ratios prepared by the Client.

 

8)In the event of early maturity as provided for in item 6 above, the calculation of the price for early settlement shall follow the provisions of Paragraph Three of the EARLY MATURITY clause of the Agreement.

 

The GUARANTOR INTERVENERS authorize the total or partial debiting of the amounts due under the Agreement from all accounts opened with ITAÚ UNIBANCO on the date of issue of this authorization, on or after the due date, and may use the overdraft limit, if contracted, to avoid delays in payments. This authorization is applicable only when the transaction, formalized by means of this instrument, has GUARANTOR INTERVENERS.

 

Ratification of the Commitment Clause: the Parties hereby expressly ratify that this Transaction will be governed by the terms of the Agreement for the Execution of Derivatives Transactions signed between them. This Transaction will be governed by Brazilian law. Any doubt or controversy arising from this transaction will be resolved through arbitration, under the terms of the Compromissory Clause provided for in the aforementioned Agreement, which is expressly ratified herein.

 

The parties acknowledge that this instrument may, at the parties’ discretion, be signed in digital and electronic form under the terms of current legislation and acknowledge that, even when signed in this format, this instrument is valid, authentic, legitimate and effective for all legal purposes.

 

 

 

They also acknowledge that any divergence between the dates of this instrument and the date appearing on the elements indicating its electronic or digital formalization exists only by virtue of formal procedures, the dates recorded on the instrument itself being valid for all legal purposes to govern the events of this operation.

 

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CLIENT

 

ITAU UNIBANCO SA:  
   
/s/ Debora Abud Inacio /s/ Karine Kumamoto Nagao
Name: Debora Abud Inacio Name: Karine Kumamoto Nagao
CPF n°: CPF n°:
RG n°: RG n°:

 

WITNESSES:

 

1. /s/ Marcelo Inoue 2 /s/ Fabiano Santos Steagall Person
Name: Marcelo Inoue Name: Fabiano Santos Steagall Person
CPF n°: CPF n°:
RG n°: RG n°:

 

 

Exhibit 10.8

 

 

AURA MINERALS INC.

(as the Guarantor)

 

and

 

ITAU UNIBANCO S.A.

(as the Beneficiary)

 

 

 

 

GUARANTEE

 

 

 

 

 

 

 

CONTENTS

 

1 Interpretation 1
     
2 Representations and Warranties 2
     
3 Guarantee 4
     
4 Waivers and Remedies Cumulative 6
     
5 Miscellaneous 6
     
6 Notices 7
     
7 Language 7
     
8 Jurisdiction 8
     
9 Governing Law 8

 

 

 

THIS GUARANTEE is dated January 21, 2025, and is made as a deed,

 

1AURA MINERALS INC., a company registered under the laws of the British Virgin Islands with registered number 1932701, and whose registered office is at Craigmuir Chambers, Road Town, Tortola, VG1110, British Virgin Islands (the Guarantor);

 

2ITAU UNIBANCO S.A., a financial institution incorporated under the laws of Brazil, with registered number (CNPJ 60.701.190/0001-04), and with office at Praca Alfredo Egydio de Souza Aranha, 100, Torre Olavo Setubal, CEP 04344-902, Sao Paulo, Sao Paulo, Brazil, hereby represented in accordance with its Bylaws (the Beneficiary).

 

BACKGROUND

 

AThe Guarantor wishes to guarantee certain obligations of Almas (as defined below) to the Beneficiary.

 

BIt is intended that this document takes effect as a deed notwithstanding the fact that a party may only execute this document under hand.

 

IT IS AGREED as follows:

 

1Interpretation

 

1.1Definitions

 

In this Guarantee:

 

Agreement means the swap agreement ((a) a Confirmação de Operação de Swap de Fluxo de Caixa n° 109824100014800 (“Confirmação Swap”); (b) o Convênio para Celebração de Operações de Derivatives na 33478) dated on or about October 15, 2024, entered into, by and between Almas and the Beneficiary.

 

Almas means Aura Almas Mineração S.A., a corporation (sociedade por ações de capital fechado) incorporated under the laws of Brazil, headquartered at Fazenda Mateus Lopes, S/N, Zona Rural, CEP 77310-000, Almas, Tocantins, Brazil, enrolled in the CNPJ/ME under No. 08.213.823/0001-07, with its corporate documents registered before the Board of Trade of the State of Tocantins under NIRE 17.300.009.423.

 

Secured Liabilities means all amounts (including all of the principal, interest, fees, indemnities and other) payable by Almas to the Beneficiary now existing or hereafter incurred under, arising out of or in connection with the Agreement or any other document in connection with the Agreement.

 

Security Interest means a mortgage, pledge, lien, charge, assignment, hypothecation or security interest or any other agreement or arrangement having the effect of conferring security.

 

Security Period means the period beginning on the date hereof and ending on the date on which the Beneficiary acknowledges and confirms that all the Secured Liabilities have been unconditionally and irrevocably paid and discharged in full.

 

1.2Construction

 

Capitalized terms defined in the Agreement have, unless expressly defined in Guarantee, the same meaning in this Guarantee.

 

(a)In this Guarantee, unless the contrary intention appears, a reference to:

 

(i)assets includes properties, revenues and rights of every description;

 

 

 

(ii)an authorization includes an authorization, consent, approval, resolution, license, exemption, filing and registration;

 

(iii)indebtedness shall be construed so as to include any obligation (whether incurred as principal or surety) for the payment or repayment of money, whether present or future, actual or contingent, liquidated or unliquidated;

 

(iv)a regulation includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental body, agency, department or regulatory, self-regulatory or other authority or organization;

 

(v)tax shall be construed so as to include any tax, fund, levy, impost, duty or other charge of a similar nature (including, without limitation, any penalty or interest payable in connection with any failure to pay or any delay in paying of the same);

 

(b)a provision of law is a reference to that provision as amended or re-enacted;

 

(c)a Clause or a Schedule is a reference to a clause of or a schedule to this Guarantee;

 

(d)a person includes its successors and assigns;

 

(e)a time of day is a reference to time in the British Virgin Islands;

 

(f)if the Beneficiary considers that an amount paid by Almas or the Guarantor to the Beneficiary is capable of being avoided or otherwise set aside on the liquidation of Almas or the Guarantor or otherwise, then that amount shall not be considered to have been irrevocably paid for the purposes of this Guarantee;

 

(g)a reference in this Guarantee to any assets includes, unless the context otherwise requires, present and future assets;

 

(h)references to the singular include the plural, and vice versa; and

 

(i)the index to and headings in this Guarantee are for convenience only and are to be ignored in construing this Guarantee.

 

2Representations and Warranties

 

The Guarantor makes the representations and warranties set out in this Clause 2 to the Beneficiary, in its capacity.

 

2.1Status

 

It is a company validly existing and in good standing under the laws of the British Virgin Islands and it has the power to own its assets, sue and be sued in its own name and to carry on its business as it is now being conducted.

 

2.2Powers and authority

 

It has full legal power and authority to (i) own, operate and lease Its properties and assets, and to conduct its business as currently conducted; (ii) enter into this Guarantee to which it is a party and to perform its obligations under this Guarantee, and (iii) execute and deliver this Guarantee and to perform its obligations under this Guarantee.

 

 

 

2.3Legal validity

 

The obligations expressed to be assumed by it under this Guarantee are legal, valid and binding obligations enforceable in accordance with their terms.

 

2.4Non-conflict

 

Neither the execution and delivery of this Guarantee, nor the compliance by the Guarantor with its obligations under this Guarantee (i) conflicts with, or results in the breach of any provision of, the memorandum and articles of association of the Guarantor, or leads to any loss of right or benefit; (ii) results in the creation or imposition of any lien upon any part of the assets, properties or business related to the Guarantor’s activity (or right inherent therein); (iii) results in any violation, breach, conflict, default or event of default (or an event which with notice, lapse of time, or both, would constitute a default or event of default), or give rise to any right of acceleration or termination or any additional payment obligation, under the terms of any contract or permit; (iv) violates any legal requirement or judicial or administrative order.

 

2.5Authorizations

 

All consents, licenses, approvals, authorizations, registrations, recordings or filings required or desirable in connection with the entry into, or performance, validity, and enforceability of, and the transactions contemplated by, this Guarantee have been duly obtained or effected and are in full force and effect.

 

2.6Litigation

 

No litigation, arbitration or administrative proceeding is current, pending or, to its knowledge, threatened which might, if adversely determined, have a material adverse effect on the business, assets, financial condition or results of operations of the Guarantor, on the ability of the Guarantor to perform its obligations under this Guarantee or which purport to effect the legality, validity or enforceability of this Guarantee. There has been no failure by the Guarantor to make any payment resulting from a court order or judgment.

 

2.7Pari passu ranking

 

The claims of the Beneficiary against the Guarantor under this Guarantee rank at least pari passu with all its unsecured creditors.

 

2.8Security Interests

 

The execution of this Guarantee and the Guarantor’s exercise of its rights and performance of its obligations hereunder will not result in the existence of nor oblige it to create any Security Interest over all or any of its present or future revenue or assets.

 

2.9Liquidation

 

It has not taken any corporate action and no other steps have been taken or legal proceedings been started or are threatened against it for its liquidation, dissolution or re-organization or for the appointment of a receiver, administrator, administrative receiver, trustee or similar officer of it or any or all of its assets or revenues.

 

2.10Times for making representations and warranties

 

Times for making representations and warranties set out in this Clause 2 (Representations and Warranties):

 

(a)are made on the date of this Guarantee; and

 

(b)are deemed to be repeated on each day of the Security Period.

 

 

 

3Guarantee

 

3.1Financial Guarantee

 

The Guarantor hereby irrevocably and unconditionally:

 

(a)guarantees to the Beneficiary, as principal obligor and not merely as surety, the due, full and prompt payment of the Secured Liabilities by Almas and performance by Almas of all its obligations under and in accordance with the terms of the Agreement and the due, full and punctual payment of all sums payable now or in the future to the Beneficiary by Almas when and as the same shall become due;

 

(b)undertakes to the Beneficiary that, if and whenever Almas does not pay any amount when due, the Guarantor shall, on demand by the Beneficiary, pay such amount as if such Guarantor instead of Almas were expressed to be the primary obligor;

 

(c)acknowledges that the Guarantee shall be a first demand guarantee if and to the extent that any of the Secured Liabilities remain unpaid when due and payable; and

 

(d)indemnifies the Beneficiary, on demand against any loss or liability suffered by them as a result of any obligation guaranteed by the Guarantor being or becoming unenforceable, invalid or illegal.

 

3.2Continuing Guarantee

 

The guarantee specified in Clause 3.1 is a continuing guarantee and shall remain in full force and effect throughout the Security Period. In the event that this Guarantee is, for any reason, partially honored by the Guarantor and any part of the Secured Liabilities are still due (or may become due) by Almas, the Guarantor shall remain liable for the Secured Liabilities in accordance with the terms of this Guarantee.

 

3.3Reinstatement

 

Where any discharge (whether in respect of the obligations of Almas, any security for such obligations or otherwise) is made in whole or in part or any arrangement is made on the faith of any payment, security or other disposition which is avoided or must be repaid on insolvency, administration, liquidation or otherwise without limitation, the liability of the Guarantor under Clause 3.1 shall continue as if there had been no such discharge or arrangement. The Beneficiary shall be entitled to concede or compromise any claim that any such payment, security or other disposition is liable to avoidance or repayment.

 

3.4Waiver of Defenses

 

Except to the extent that the Guarantor is specifically released in writing by the Beneficiary, the obligations of the Guarantor under this Guarantee shall not be affected by any circumstance, act, omission, matter or thing which might operate to release or otherwise exonerate the Guarantor from its obligations hereunder in whole or in part, whether or not known to the Beneficiary, including:

 

(a)any time, indulgence or waiver granted to or composition with Almas or any other person; or

 

(b)the release of Almas or any other person under the terms of any composition or arrangement with any creditor; or

 

(c)the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect or take up or enforce any rights or remedies against any security or the Guarantor or Almas or any other person or any non-presentment or non-observance of any formality or other requirements in respect of any instruments or any failure to obtain the full value of any security; or

 

 

 

(d)any legal limitation, disability, incapacity, lack of power, authority or legal personality of, or dissolution or change in the members or status of, or other circumstance relating to the Almas or any other person; or

 

(e)any variation (however fundamental and whether or not involving any increase in the liability of the Almas, or replacement of the Agreement any other document or security and any agreement contemplated by this Guarantee) so that references to the Agreement or other document or security in this Guarantee shall include each such variation or replacement; or

 

(f)any unenforceability, illegality, invalidity or frustration of any obligations of the Almas or any other person or any other document or security, or any failure of the Almas to become bound by the terms of the Agreement or any of the Secured Liabilities, in each case whether through any want of power or authority or otherwise; or

 

(g)any postponement, discharge, reduction, non-provability or other similar circumstance affecting any obligation of the Almas resulting from any insolvency, liquidation or dissolution proceedings or from any law, regulation or order.

 

3.5Immediate Recourse

 

The Guarantor waives any right it may have of first requiring the Beneficiary to proceed against or enforce any other rights or security of or claim payment from or file any proof or claim in any insolvency, administration, winding up or liquidation proceedings relating to Almas and/or any other person guaranteeing the Secured Liabilities before claiming from such Guarantor under this Guarantee.

 

3.6Preservation of Rights

 

In case of delay in payments of any kind by Almas to the Beneficiary and until such late payments have been irrevocably paid in full, the Beneficiary, may hold any monies received from the Guarantor or on account of any Guarantor’s liability under this Guarantee.

 

3.7Non-competition

 

In case of delay in payments by Almas to the Beneficiary and until such late payments have been irrevocably paid in full, the Guarantor shall not:

 

(a)be subrogated to any rights, security or monies held, received or receivable by the Beneficiary or be entitled to any right of contribution or indemnity in respect of any payment made or monies received on account of Almas’ liability to the Beneficiary and, to the extent that the Guarantor is so subrogated or entitled by law, the Guarantor hereby (to the fullest extent permitted by law) waives and agrees not to exercise those rights or security or that right of contribution or indemnity;

 

(b)be entitled or claim to rank as a creditor in the insolvency, administration, winding-up, liquidation (or similar or analogous events) of Almas in competition with the Beneficiary unless otherwise required by the Beneficiary or by law (in which case the proceeds, if any, of any claim in respect of any rights, security or monies filed by the Guarantor with a receiver, liquidator or other similar official, will be immediately transferred by the Guarantor to the Beneficiary to be applied to the Secured Liabilities; or

 

(c)be entitled to receive, claim or have the benefit of any payment, distribution or security from or on account of Almas or exercise any right of set-off as against Almas (and, without prejudice to the foregoing, the Guarantor shall forthwith pay to the Beneficiary, an amount equal to any such setoff in fact exercised by it and forthwith pay or transfer, as the case may be, to the Beneficiary any such payment or distribution or benefit of security in fact received by it).

 

 

 

3.8Additional Security

 

This Guarantee shall be in addition to and shall not in any way be prejudiced by any other security now or hereafter held by the Beneficiary as security for, or capable of being applied against, the obligations of Almas.

 

3.9Certificate

 

A certificate of the Beneficiary as to any amount due from Almas in respect of the Secured Liabilities or any of it shall, in the absence of manifest error, be prima facie evidence of such amount as against the Guarantor.

 

3.10Payments

 

All payments made by the Guarantor under this Guarantee shall be made free and clear of, and without deduction for, any taxes, costs or expenses (including withholding taxes) (Taxes), provided that if any Taxes are required to be withheld from any amounts payable to the Beneficiary, the amounts so payable to the Beneficiary shall be increased to the extent necessary to yield to the Beneficiary (after payment of all Taxes) the same amount it would be entitled to receive without the payment of such Taxes.

 

4Waivers and Remedies Cumulative

 

(a)The rights of the Beneficiary, under this Guarantee:

 

(i)may be exercised as often as necessary;

 

(ii)are cumulative and are not exclusive of its rights under the general law; and

 

(iii)may be waived only in writing and specifically by the Beneficiary.

 

(b)Delay in exercising or non-exercise of any such right shall not be construed as a waiver of that right.

 

5Miscellaneous

 

5.1Severability

 

If a provision of this Guarantee is or becomes illegal, invalid or unenforceable in any jurisdiction, that shall not affect:

 

(a)the validity or enforceability in that jurisdiction of any other provision of this Guarantee; or

 

(b)the validity or enforceability in other jurisdictions of that or any other provision of this Guarantee.

 

5.2Amendments

 

This Guarantee may only be amended by an instrument in writing signed by each party to this Guarantee.

 

5.3Waiver

 

(a)No waiver of any right or rights arising under this Guarantee shall be effective unless such waiver is in writing and signed by the party whose rights are being waived.

 

(b)No waiver by a party of a failure by the other party to perform any provision of this Guarantee shall operate or be construed as a waiver in respect of any other failure whether of a like or different character.

 

 

 

5.4Counterparts

 

This Guarantee may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Guarantee. Delivery by facsimile transmission or electronic transmission of a .pdf copy of an executed counterpart of this Guarantee shall be effective as delivery of an original executed counterpart of this Guarantee.

 

6Notices

 

Giving of notices

 

All notices, requests, claims, demands and other communications hereunder shall be given (and shall be deemed to have been duly received if given) by hand delivery in writing or by electronic mail or facsimile transmission with confirmation of delivery, as follows:

 

(a)by hand (in which case, it will be effective upon delivery);

 

(b)by facsimile or electronic transmission including email (in which case, it will be effective upon receipt of confirmation of good transmission); or

 

(c)by overnight delivery by a nationally recognized courier service (in which case, it will be effective on the next business day after being deposited with such courier service); in each case, to the address (or facsimile number) listed below (or to such other address or facsimile number as a party may designate by notice to the other parties):

 

If to the Guarantor:

 

Name: Aura Minerals Inc.

 

Address:c/o Aura Technical Services Inc. 255 Giralda Ave, Suite
06W102, Coral Gables, FL 33134, USA

  E-mail: rvelazquez@auraminerals.com
  Attention: Rodrigo Velazquez

 

or such other as the Guarantor may notify to the Beneficiary by not less than 10 (ten) days’ notice in writing;

 

and

 

If to the Beneficiary are:

 

Name: Itau Unibaco S.A.

 

Address:Praca Alfredo Egydio de Souza Aranha, 100, Torre Olavo
Setubal, CEP 04344-902, Sao Paulo, Sao Paulo, Brazil

Email:pedro.castiglione@itaubba.com

Attention:Pedro Paulo Chaves Castiglione

 

or such other as the Beneficiary may notify to the Guarantor by not less than 10 (ten) days’ notice in writing.

 

7Language

 

All documents and notices provided or given in connection with this Guarantee shall be:

 

(a)in English; or

 

(b)if not in English, accompanied by a certified English translation and, in this case, the English translation shall prevail unless the document is a statutory or other official document.

 

 

 

8Jurisdiction

 

8.1Submission

 

For the benefit of the Beneficiary, the Guarantor agrees that the courts of the British Virgin Islands have jurisdiction to hear and determine any action, suit or proceeding, and settle any disputes, in connection with this Guarantee or the Secured Liabilities and accordingly submits to the jurisdiction of the British Virgin Islands courts.

 

8.2Forum convenience and enforcement abroad

 

8.2.1The Guarantor:

 

(i)waives objection which it may have to such courts referred to in Clause 8.1 (and respective sections) on the grounds of inconvenient forum or otherwise as regards proceedings in connection with this Guarantee or the Secured Liabilities.

 

(ii)agrees that a judgment or order of such courts referred to in Clause 8.1 (and respective sections) in connection with this Guarantee or the Secured Liabilities is conclusive and binding on it and may be enforced in the courts of any other jurisdiction.

 

8.3Non-exclusivity

 

Nothing in this Clause 8 (and respective sections) limits the right of the Beneficiary to bring proceedings against the Guarantor in connection with this Guarantee or the Secured Liabilities concurrently in more than one jurisdiction.

 

8.4Security for costs

 

To the extent that the Guarantor may, in any suit, action or proceeding brought in a court in any jurisdiction arising out of or in connection with this Guarantee or the Secured Liabilities be entitled to the benefit of any provision of law requiring the Beneficiary in such suit, action or proceeding to post security for the costs of the Beneficiary, or to post a bond or take similar action, the Guarantor hereby irrevocably waives any such benefit, in each case to the fullest extent now or hereafter permitted under the laws of such jurisdiction.

 

9Governing Law

 

This Guarantee is governed by British Virgin Islands law.

 

This Guarantee is entered into the date first above written.

 

 

 

EXECUTION PAGE

 

The parties have executed this deed on the day and year first above written

 

 

 

 

Guarantor

 

/s/ Joao Kleber Cardoso

Executed and delivered as a deed by

AURA MINERALS INC.

acting by its duly authorised signatory, Joao Kleber Cardoso (CFO and Corporate Secretary)

 

 

 

Beneficiary

 

 

 

 

/s/ Milton Silva Araujo

 

 

/s/ Vagner Bearah

Executed and delivered as a deed by

ITAU UNIBANCO S.A.

acting by its duly authorised signatory (Authorised Signatory)

 

 

 

 

Exhibit 10.9

 

DISBURSEMENT REQUEST

 

Date: December 17th, 2024
To: Bradesco Grand Cayman
Att.: Mr. Sergio Dorea

 

Dear Sirs,

 

We refer to the export credit facility placed at our disposal and hereby would like to request you please to make disbursement creating an export financing in US$, in our name, as per the Credit Agreement dated as of December 17th, 2024 as follows:

 

Exporter: MINERACAO APOENA S.A.
Value Date: Until January 24th, 2025
Tenor: Until 1440 days.
Final Maturity Date: December 05th, 2028

 

Please remit the amount of US$. 43.000.000,00 (Forty Three Million United States Dollars) to the credit of Bradesco’s Head Office new account no 070006006 with value date Until January 24th, 2025

 

Financing instructions:

 

The Borrower shall repay the outstanding principal amount of the Advance in 03 (Three) installments due and payable in the amounts and dates (each such date, a “Repayment Date”) as follows:

 

US$. 14.333.333,33 on December 16th, 2026;

US$. 14.333.333,33 on December 10th, 2027;

US$. 14.333.333,34 on December 05th, 2028 the “Final Maturity Date”) in which the unpaid principal amount of the Advance shall be due and payable in total).

 

Interest: shall be payable quarterly basis from disbursement date, at the interest rate equal to 6,500000%p.a. (Six Point Five Zero Zero Zero Zero Zero percent per annum). (“Interest Rate”).

 

The interest shall be computed on the basis of the year of 360 days for the actual number of days elapsed up to, but not including the date on which payment in full of the outstanding balance is made.

 

Upon creation of the advance please let us know through your Intl. Dept. the disbursement date, interest for the period, interest rate used and principal and interest repayment schedule quoting their ref.: MINERACAO APOENA S.A. - PREPAG.

 

Regards,

 

/s/ Frederico Izaias Silva

 

MINERACAO APOENA S.A.

 

 

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LOAN AGREEMENTCONTRATO DE MÚTUO

Table I - Lender

Exact name as specified in its Corporate Documentation

BANCO BRADESCO S.A., acting through its Grand Cayman Branch

Jurisdiction of incorporation or organization

Grand Cayman

Address for notices and communication

75 Fort Street, Appleby Tower 5th Floor, Georgetown - KY1-1109 – P.O. Box 1818,

Grand Cayman, Cayman Islands

Attention: General Manager – Mrs. Sergio Dorea

Telephone: (352) 25 41 31 300

Fax: (352) 25 41 39

EMAIL: sergio.dorea@bradesco.com.br

 

Tabela I – Credor 

Nome exato conforme especificado em sua documentação corporativa

Banco Bradesco S.A., agindo por meio de sua Filial de Grand Cayman

Jurisdição de Constituição ou organização

Grand Cayman

Endereço para notificações e comunicação

75 Fort Street, Appleby Tower 5th Floor, Georgetown - KY1-1109 – P.O. Box 1818,

Grand Cayman, Cayman Islands

Attention: Gerente Geral - Mrs. Sergio Dorea

Telephone: (352) 25 41 31 300

Fax: (352) 25 41 39

e-Mail: sergio.dorea@bradesco.com.br

 

Table II - Borrower 

Exact name

MINERACAO APOENA S.A.

Jurisdiction

Brazil

Taxpayer Identification Number

10.302.599/0001-71

Address for notices and communication

Address: Faz. Ernesto Soares de Carvalho, s/n Zona Rural, Pontes e Lacerda/MT

CEP: 78.250-000

Attention: ALINE AQUINO DE FREITAS

Telephone: (65) 3266-8319

Email: aline.freitas@auraminerals.com

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LOAN AGREEMENTCONTRATO DE MÚTUO

Tabela II – Devedora

Nome exato conforme especificado em sua documentação corporativa

MINERACAO APOENA S.A.

Jurisdição de Constituição ou
organização

Brasil

Número de identificação de contribuinte

10.302.599/0001-71

Endereço para notificações e comunicação

Endereço: Faz. Ernesto Soares de Carvalho, s/n Zona Rural, Pontes e Lacerda/MT

CEP: 78.250-000

A/C: Aline Aquino De Freitas

Telefone: (65) 3266-8319

e-Mail: aline.freitas@auraminerals.com

 

Table III – General Conditions 

Agreement Date December 17th, 2024
Guarantor/Standby Issuer BANCO BRADESCO S.A.
Use of Proceeds Used solely to finance the Borrower’s export activities in the regular course of its business, which is acknowledged to be the exportation of “Ouro”
Disbursement Date of Loan Begins on the date hereof and shall end on 01 (One) months.
Base Rate/Interest Rate 6,500000%p.a. (Six Point Five Zero Zero Zero Zero Zero percent per annum)
Form of Repayment of Loan 03 (Three) equal installments due and payable annually on each Principal Repayment Date
Interest Payment Date(s) 16 (Sixteen) equal installments due and payable quarterly on each Interest Repayment Date.
Interest Period Starting (i) for the first Interest Period of a Loan, on the Disbursement Date of such Loan (included) and ending on the first Interest Payment Date thereafter (excluded) and (ii) for each subsequent Interest Period, on an Interest Payment Date (included) and ending on the next following Interest Payment Date (excluded)
Principal Amount US$. 43.000.000,00 (Forty Three Million United States Dollars)
Principal Repayment Dates
(if applicable)

US$. 14.333.333,33 on December 16th, 2026;

US$. 14.333.333,33 on December 10th, 2027;

US$. 14.333.333,34 on December 05th, 2028;

Maturity Date Payable until 1440 (One Thousand Four Hundred Forty ) days from the disbursement date.

2 

LOAN AGREEMENTCONTRATO DE MÚTUO
Lenders Account

If the Loan is denominated in Dollar: Bank of America, New York (BOFAUS3N) in favor of Banco Bradesco S.A. Grand Cayman Branch (BBDEKYKY), Account Number 6550352026.

 

If the Loan is denominated in Euro: Standard Chartered Bank - Frankfurt - Germany Swift: SCBLDEFX - Beneficiary: Banco Bradesco S.A. Grand Cayman Branch - Swift: BBDEKYKY

 

   

 

Tabela III Condições Gerais

Data do Contrato 17 de Dezembro de 2024
Garantidor/Emitente
Standby
BANCO BRADESCO S.A.
Uso das Receitas Tomadas em Emprestimo Utilizadas somente para financiar as atividades exportadoras da Devedora durante o curso normal de seus negócios, reconhecidas como exportação de “Ouro
Data de Desembolso do Emprestimo Começa nesta data e terminará em 01 (Um) mês.
Taxa Base /Taxa de Juros 6,500000% a.a. (Seis Vi’rgula Cinco Zero Zero Zero Zero Zero por cento ao ano).
Modelo de Reembolso do Empréstimo 03 (Três) parcelas iguais devidas e pagáveis anualmente em cada Data de Reembolso do Principal
Data(s) de Pagamento de Juros 16 (dezesseis) parcelas iguais, devidas e pagáveis trimestralmente em cada Data de Reembolso de Juros.
Periodo de Juros Iniciando (i) para o primeiro Período de Juros de um Empréstimo, na Data de Desembolso desse Empréstimo (incluída) e terminando na primeira Data de Pagamento de Juros (excluída) e (ii) para cada Período de Juros subsequente, na Data de Pagamento de Juros (incluída) e terminando na Data de Pagamento de Juros imediatamente seguinte (excluída)
Valor do Principal US$. 43.000.000,00 (Quarenta e Três Milhões, Dólares dos Estados Unidos da América)

Datas de Reembolso de Principal

 

(se aplicável)

 

US$.14.333.333,33 em 16 de dezembro de 2026;

US$.14.333.333,33 em 10 de dezembro de 2027;

US$.14.333.333,34 em 05 de dezembro de 2028;

Data de Vencimento Pagável até 1.440 (Mil e Quatrocentos e Quarenta) dias a partir da data do desembolso.

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LOAN AGREEMENTCONTRATO DE MÚTUO
Contas do Credor

Se o Empréstimo for denominado em Dólar: Bank of America, New York (BOFAUS3N) in favor of Banco Bradesco S.A. Grand Cayman Branch (BBDEKYKY), Account Number 6550352026.

 

Se o Empréstimo for denominado em EURO: Standard Chartered Bank – Frankfurt – Germany Swift: SCBLDEFX - Beneficiary: Banco Bradesco S.A. Grand Cayman Branch – Swift: BBDEKYKY

 
   
       

Table IV – Process Agent

Exact name as specified in its Corporate Documentation

[Not applicable]

Address for notices

[Not applicable]

 

Tabela IV – Agente de Citação

Nome exato conforme especificado em sua Documentação Corporativa

[Não Aplicável]

Endereços de citação

[Não Aplicável]

 

This LOAN AGREEMENT, dated as of the Agreement Date is made between the Lender and the Borrower.   O presente CONTRATO DE EMPRÉSTIMO, datado da Data do Contrato, é celebrado entre o Credor e a Devedora.
     
RECITALS   CONSIDERANDOS
     
WHEREAS, the Borrower has requested the Lender to grant a loan equal to the Principal Amount (the “Loan”) for term loan purposes related to the use of proceeds as defined in Table III - General Conditions; and   CONSIDERANDO QUE, a Devedora pediu que o Credor concedesse um empréstimo (o “Empréstimo”) para as finalidades de empréstimo a prazo relacionadas ao uso das receitas definido na Tabela III – Condições Gerais; e
     
WHEREAS, the Borrower will use the proceeds arising from its exports to repay the Loan hereunder; and   CONSIDERANDO QUE, a Devedora vai utilizar as receitas derivadas de suas exportações para reembolsar este Empréstimo; e
     
WHEREAS, the Lender has expressed its willingness to grant to the Borrower the Loan subject to the terms and conditions   CONSIDERANDO QUE o Credor expressou sua decisão de conceder o Empréstimo à Devedora, sujeito aos termos e condições

4 

LOAN AGREEMENTCONTRATO DE MÚTUO
set forth in this loan agreement (the “Agreement”).   estipulados no presente Contrato de Empréstimo (o “Contrato”).
     
NOW, THEREFORE, in consideration of the mutual understanding contained herein, the parties hereby agree as follows:   ISTO POSTO, em contraprestação pelo entendimento Empréstimo contido neste instrumento, as partes têm entre si justo e acordado como segue:
     
1. DEFINITIONS.   1. DEFINIÇÕES.
     
A. As used in the Loan Documents and in the Exhibits hereto, the following terms shall have the following meanings indicated opposite to them:   A. Conforme usados nos Documentos do Empréstimo e nos Anexos deste instrumento, os termos a seguir deverão ter os seguintes significados indicados em frente a eles:
     
Affiliate”: shall mean, in respect of the Borrower, any Person directly or indirectly controlling, controlled by, or under common control with, any other Person. For this purpose, “Control” of any Person means the direct or indirect control of any company, as defined in article 116 of the Brazilian Law on Joint Stock Companies (LAW No. 6. 404, OF 15 DECEMBER 1976), or the capacity attributed to a certain shareholder, whether a natural person or a group of persons bound by a voting agreement or under common control, to grant a permanent majority of votes of the shareholders attending the general shareholders’ meeting (or equivalent deliberative body), which ensures the power to elect the majority of the members of the board of directors (or equivalent deliberative body), and which uses its power to direct the corporate activities and guide the functioning of the bodies of any Person, whether by contract or otherwise.   Afiliada: deverá significar, a respeito de uma Devedora, qualquer Pessoa que, direta ou indiretamente, controlar outra Pessoa, for controlada por ela, ou estiver sob seu controle comum. Para tanto, “Controle” de qualquer Pessoa significa o controle, direto ou indireto, de qualquer sociedade, conforme definido no artigo 116 da Lei das Sociedades por Aqoes (LEI No 6.404, DE 15 DE DEZEMBRO DE 1976), ou a capacidade atribu^da a determinado acionista pessoa natural ou jundica, ou grupo de pessoas vinculadas por acordo de voto ou sob controle comum, de garantir a maioria permanente dos votos dos acionistas que comparecerem as reunioes da assembleia geral de acionistas (ou órgão deliberativo equivalente), que assegure o poder de eleger a maioria dos membros do conselho de administração (ou órgão deliberativo equivalente), e que usa o seu poder para dirigir as atividades sociais e orientar o funcionamento dos órgãos de qualquer Pessoa, quer seja por contrato ou de outro modo.
     
Agreement”: shall have the meaning as such term is defined in the Recitals.   Contrato”: deverá ter o significado conforme esse termo é definido nos Considerandos.

5 

LOAN AGREEMENTCONTRATO DE MÚTUO
Agreement Date”: shall have the meaning as such term is defined in Table III - General Conditions.   Data do Contrato”: deverá ter o significado conforme esse termo é definido na Tabela III – Condições Gerais.
     
Borrower”: shall have the meaning as such term is defined in Table II - Borrower.   Devedora”: deverá ter o significado conforme esse termo é definido na Tabela II – Devedora.
     
Brazil”: shall mean the Federative Republic of Brazil.   Brasil”: deverá significar a República Federativa do Brasil.
     
Brazilian GAAP”: shall mean the generally accepted accounting principles in Brazil, which are based on the Brazilian corporation law and the accounting standards issued by the Federal Accounting Board (Conselho Federal de Contabilidade - CPC), in each case as in effect from time to time.   GAAP do Brasil”: deverá significar os princípios contábeis geralmente aceitos no Brasil, que se baseiam na lei de sociedades brasileira e os padrões contábeis emitidos pelo Conselho Federal de Contabilidade – CPC, em cada caso, conforme em vigor periodicamente.
     
Business Day”: shall mean any day other than a day on which commercial banks in New York, Sao Paulo and Luxembourg are required or authorized to close for business. When any payment under the Loan Documents shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in the computation of the Interest Period and Interest will also be due for such extended date.   Dia Útil”: deverá significar qualquer dia, exceto um dia no qual os bancos comerciais em Nova York, São Paulo e Luxemburgo são exigidos ou autorizados a permanecer fechados para atividades comerciais. Quando qualquer pagamento nos termos do Documentos do Empréstimo for declarado como sendo devido em um dia, exceto um Dia Útil, esse pagamento deverá ser feito no Dia Útil imediatamente seguinte e essa prorrogação de prazo deverá ser incluída no cálculo do Período de Juros e os Juros também serão devidos para essa data prorrogada.
     
Central Bank” shall mean the Banco Central do Brasil.   Banco Central” deverá significar o Banco Central do Brasil.
     
Change of Control”: shall mean, for any Affiliate or the Borrower, transfer of Control as defined on Affiliate definition above, and change of the ability, directly or indirectly, to direct or cause the direction of the management and policies of such   Mudança de Controle”: deverá significar, para qualquer Afiliada ou a Devedora, a transferência do Controle, conforme definido acima na Definição de Afiliada, e a mudança na capacidade, direta ou indiretamente, de dirigir ou providenciar a direção da administração e

6 

LOAN AGREEMENTCONTRATO DE MÚTUO
Affiliate or the Borrower, whether by contract or otherwise.   das políticas dessa Afiliada ou da Mutuária, quer seja por contrato ou de outro modo.
     
EUR”: the lawful currency of the European Union.   EUR”: deverá significar a moeda legal da União Europeia.
     
Event of Default”: shall have the meaning as such term is defined in Section 11.   Evento de Inadimplemento”: deverá ter o significado conforme esse termo é definido na Cláusula 11.
     
Executive Order”: shall have the meaning as such term is defined in Section 9.A.0.   Ordem do Executivo”: deverá ter o significado conforme esse termo é definido na Cláusula 9.A.0.
     
FATCA” means: (a) sections 1471 to 1474 of the US Internal Revenue Code of 1986 or any associated regulations; (b) any treaty, law or regulation of any other jurisdiction, or relating to an intergovernmental agreement between the US and any other jurisdiction, which (in either case) facilitates the implementation of any law or regulation referred to in paragraph (a) above; or (c) any agreement pursuant to the implementation of any treaty, law or regulation referred to in paragraphs (a) or (b) above with the US Internal Revenue Service the US government or any governmental or taxation authority in any other jurisdiction;   FATCA” significa: (a) os artigos 1471 a 1474 do Código da Receita Federal de 1986 dos Estados Unidos ou quaisquer regulamentos associados; (b) qualquer tratado, lei ou regulamento de qualquer outra jurisdição, ou em relação a um acordo intergovernamental entre os EUA e qualquer outra jurisdição, que (em qualquer caso) facilitar a implementação de qualquer lei ou regulamento previsto no parágrafo (a) acima; ou (c) qualquer contrato de acordo com a implementação de qualquer tratado, lei ou regulamento previsto nos parágrafos (a) ou (b) acima com o Serviço da Receita Federal norte-americano, o governo norte-americano ou qualquer autoridade governamental ou tributária em qualquer outra jurisdição.
     
FATCA Deduction” means a deduction or withholding from a payment under a Loan Document required by FATCA   Dedução Exigida pela FATCA” significa uma dedução ou retenção de um pagamento nos termos de um Documento do Empréstimo exigida pela FATCA.
     
FATCA Exempt Party” means a Party that is entitled to receive payments free from any FATCA Deduction.   Parte Isenta Conforme a FATCA” significa a Parte que tiver o direito de receber pagamentos livres de qualquer Dedução Exigida pela FATCA.

7 

LOAN AGREEMENTCONTRATO DE MÚTUO
Guarantor” shall have the meaning as such term is defined in Table III.   Garantidor” deverá ter o significado conforme esse termo é definido na Tabela III.
     
Interest”: shall have the meaning as such term is defined in Section 4 (a).   Juros”: deverão ter o significado conforme esse termo é definido na Cláusula 4 (a).
     
Interest Rate”: shall have the meaning as such term is defined in Table III – General Conditions.   Taxa de Juros”: deverá ter o significado conforme esse termo é definido na Tabela III – Condições Gerais.
     
Lender”: shall have the meaning as such term is defined in Table I – Lender.   Credor”: deverá ter o significado conforme esse termo é definido na Tabela I – Credor.
     
Loan”: shall have the meaning as such term is defined in the Recitals.   Empréstimo”: deverá ter o significado conforme esse termo é definido nos Considerandos.
     
Loan Documents”: shall mean this Agreement, the Standby Letter of Credit, and any other instrument, agreement or other document now or hereafter delivered by the Borrower to the Lender in connection with this Agreement and which the Borrower and the Lender agree shall be designated a “Loan Document”.   Documentos do Empréstimo”: deverão significar o presente Contrato, a Carta de Crédito Standby, e qualquer outro instrumento, contrato ou outro documento no presente ou no futuro entregue pela Devedora ao Credor a respeito de presente Contrato e que a Devedora e o Credor concordarem que deverá ser designado “Documento do Empréstimo”.
     
Material Adverse Effect”: shall mean a material adverse effect on, or a material adverse effect in (a) the business, assets, operations, prospects or condition, financial or otherwise, of the Borrower or the Borrower and its Subsidiaries taken as a whole, (b) the ability of the Borrower to perform any of its obligations under any Loan Document or (c) the rights of or benefits available to the Lender under the Loan Documents.   Efeito Prejudicial Substancial”: deverá significar um efeito prejudicial substancial, ou um efeito prejudicial substancial (a) nos negócios, ativos, operações, perspectivas ou condição, financeira ou de outro modo, da Devedora ou da Devedora e de suas Subsidiárias consideradas como um todo, (b) na capacidade da Devedora de cumprir qualquer uma de suas obrigações nos termos de qualquer Documento do Empréstimo ou (c) nos direitos ou benefícios disponíveis para o Credor nos termos do Documentos do Empréstimo.

8 

LOAN AGREEMENTCONTRATO DE MÚTUO
Maturity Date”: shall have the meaning as such term is defined in Table III – General Conditions.   Data de Vencimento”: deverá ter o significado conforme esse termo é definido na Tabela III – Condições Gerais.
     
OFAC”: shall mean U.S. Treasury Department Office of Foreign Assets Control.   OFAC”: deverá significar a Agência de Controle de Ativos Estrangeiros do Departamento do Tesouro Norte-Americano.
     
Other Taxes” shall have the meaning as such term is defined in Section 6.B.   Outros Impostos” deverão ter o significado conforme esse termo é definido na Cláusula 6.B.
     
Party”: shall mean any of the Borrower or the Lender.   Parte”: deverá significar qualquer da Devedora ou o Credor.
     
Penalty Amount”: as such term is defined in Section 4.D.   Valor de Multa”: conforme esse termo é definido na Cláusula 4.D.
     
Person”: shall mean any individual, association, consortium, corporation, partnership, joint venture, trust, unincorporated organization, government (or any agency or political subdivision thereof), or other entity of whatever nature and whether or not having separate legal personality.   Pessoa”: deverá significar qualquer pessoa física, associação, consórcio, sociedade por ações, sociedade de pessoas, joint venture, fundo, organização sem personalidade jurídica, governo (ou qualquer agência ou respectiva subdivisão política), ou outra entidade de qualquer natureza e quer tenha ou não personalidade jurídica separada.
     
Reais”: shall mean the lawful currency of the Brazil.   Reais”: deverão significar a moeda legal do Brasil.
     
Restricted Person”: shall have the meaning as such term is defined in Section 9.A.0.   Pessoa Restrita”: deverá ter o significado conforme esse termo é definido na Cláusula 9.A.0.
     
Sanction”: shall mean any economic or financial sanctions or trade embargoes imposed, enacted, administered or enforced from time to time by any of (i) the Office of Foreign Assets Control (“OFAC”), the U.S. Department of State, the United Nations Security Council, the European Union, the United Kingdom government (including Her Majesty’s Treasury and the Department for Business, Energy &   Sanção”: deverá significar quaisquer sanções econômicas ou financeiras ou embargos comerciais impostos, promulgados, administrados ou aplicados periodicamente, individualmente (i) pela Agência de Controle de Ativos Estrangeiros (“OFAC”), pelo Departamento de Estado Norte-Americano, pelo Conselho de Segurança das Nações Unidas, pela União Europeia, pelo governo do Reino Unido (inclusive

9 

LOAN AGREEMENTCONTRATO DE MÚTUO
Industrial Strategy) or any other relevant Sanctions authority.   Her Majesty’s Treasury e o Departamento de Negócios, Energia e Estratégia Industrial) ou qualquer outra autoridade relevante que imponha Sanções.
     
Standby Letter of Credit”: shall have the meaning as such term is defined in Section 5, substantially in the form of Exhibit A hereto.   Carta de Crédito Standby”: deverá ter o significado conforme esse termo é definido na Cláusula 5, substancialmente na forma do Anexo A deste instrumento.
     
Subsidiary”: shall mean, as to any Person or other entity of which capital stock having ordinary voting rights (other than capital stock having such right only by reason of the opening of insolvency proceedings) to elect a majority of the members of the board of directors (or similar governing body) or other managers of such corporation, partnership or other entity are at the time owned, or the management of which is otherwise controlled, directly or indirectly, through one or more intermediaries, or both, by such Person.   Subsidiária”: deverá significar, a respeito de qualquer Pessoa ou outra entidade da qual o capital social tendo direitos ordinários a voto (exceto capital social tendo esse direito somente em virtude da instauração de processos de insolvência) de eleger uma maioria dos membros do conselho de administração (ou órgão regente similar) ou outros gerentes dessa sociedade por ações, sociedade de pessoas ou outra entidade for na época detido, ou cuja administração for de outro modo controlada, direta ou indiretamente, por um ou mais intermediários, ou ambos, por essa Pessoa.
     
Taxes” shall have the meaning as such term is defined in Section 6.A.   Impostos” deverão ter o significado conforme esse termo é definido na Cláusula 6.A.
     
Total Amount”: shall have the meaning as such term is defined in the Preamble.   Quantia Total”: deverá ter o significado conforme esse termo é definido no Preâmbulo.
     
US$”: shall mean the lawful currency of the United States of America.   US$”: deverá significar a moeda legal dos Estados Unidos da América.
     
B. Unless a contrary indication appears, any reference in this Agreement to:   B. A menos que uma indicação contrária apareça, qualquer referência no presente Contrato:
     
(i) the "Lender", the "Borrower" or any "Party" shall be construed so as to include its successors in title, permitted assigns and permitted transferees to, or of, its   (i) ao "Credor", à "Devedora" ou a qualquer "Parte" deverá ser interpretada de forma a incluir seus sucessores em titularidade, cessionários autorizados e beneficiários de transferência autorizados

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rights and/or obligations under the Loan Documents;   de seus direitos e/ou obrigações nos termos do Documentos do Empréstimo;
     
(ii) "assets" includes present and future properties, revenues and rights of every description;   (ii) "ativos" inclui bens, receitas e direitos de todo tipo, atuais e futuros;
     
(iii) a "Loan Document" or any other agreement or instrument is a reference to that Loan Document or other agreement or instrument as amended, novated, supplemented, extended, restated (however fundamentally and whether or not more onerously) or replaced and includes any change in the purpose of, any extension of or any increase in any facility or the addition of any new facility under that Loan Document or other agreement or instrument;   (iii) um "Documento do Empréstimo" ou qualquer outro contrato ou instrumento é uma referência a esse Documento do Empréstimo ou outro contrato ou instrumento e as respectivas alterações, novações, complementos, prorrogações, consolidações (quer sejam fundamentais e quer sejam ou não mais onerosos) ou substituições e inclui qualquer alteração na finalidade, qualquer prorrogação ou qualquer aumento em qualquer linha de crédito ou o acréscimo de qualquer nova linha de crédito nos termos desse Documento do Empréstimo ou outro contrato ou instrumento;
     
(iv) "indebtedness" includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent;   (iv) "dívida" inclui qualquer obrigação (quer seja incorrida como contratante ou como avalista) para o pagamento ou reembolso de valor monetário, quer seja presente ou futura, real ou contingente;
     
(v) a "regulation" includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency, department or of any regulatory, self-regulatory or other authority or organization;   (v) um "regulamento" inclui qualquer regulamento, norma, diretiva oficial, solicitação ou diretriz (quer tenha ou não força de lei) de qualquer órgão governamental, intergovernamental ou supranacional, agência, departamento ou de qualquer autoridade regulamentar, de auto-regulamentação ou outra autoridade ou organização;
     
(vi) a provision of law is a reference to that provision as amended or re-enacted; and   (vi) uma disposição da lei é uma referência a essa disposição conforme tiver sido alterada ou novamente promulgada; e
     
(vii) a time of day is a reference to Luxembourg time (CET).   (vii) um horário do dia é uma referência ao horário de Luxemburgo (CET).

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C. Section, Clause and Schedule headings are for ease of reference only.   C. Os títulos das Cláusulas, Itens e Apensos se destinam para referência somente.
     
D. Unless a contrary indication appears, a term used in any other Loan Document or in any notice given under or in connection with any Loan Document has the same meaning in that Loan Document or notice as in this Agreement.   D. A menos que uma indicação contrária apareça, um termo usado em qualquer outro Documento do Empréstimo ou em qualquer notificação entregue nos termos ou a respeito de qualquer Documento do Empréstimo tem o mesmo significado nesse Documento do Empréstimo ou notificação que no presente Contrato.
Aura Minerals Group: means Aura Minerals and/or controlled companies.   Grupo Aura Minerals: significa a Aura Minerals e/ou empresas Controladas
     
2. TOTAL AMOUNT OF THE LOAN.   2. VALOR TOTAL DO EMPRÉSTIMO.
     
A. Upon satisfaction of all conditions precedent listed in Clause 8 (Conditions Precedent), the Lender shall make, available to Borrower a Loan in an aggregate amount equal to the Principal Amount subject to the terms and conditions set forth below, all of which must be fulfilled to the reasonable satisfaction of the Lender, and subject to the Lender's availability of funds.   A. Mediante o cumprimento de todas as condições suspensivas relacionadas na Cláusula 8 (Condições Suspensivas), o Credor deverá disponibilizar para a Devedora um Empréstimo em um valor total igual ao Valor do Principal, observando-se os termos e condições previstos abaixo, todos os quais deverão ser cumpridos para a satisfação razoável do Credor, e sujeito à disponibilidade de fundos do Credor.
     
3. MATURITY DATE.   3. DATA DE VENCIMENTO.
     
A. The Loan borrowed hereunder shall be repaid in accordance with the Maturity Date provisions set out in Table III – General Conditions.   A. O Empréstimo tomado nos termos deste instrumento deverá ser reembolsado de acordo com as disposições de Data de Vencimento estabelecidas na Tabela III – Condições Gerais.
     
4. INTEREST PAYMENTS.   4. PAGAMENTOS DE JUROS.
     
A. Interest shall accrue on the outstanding principal amount of the Loan from time to time and shall be payable in accordance with the Interest Payment Date provisions set out in Table III – General Conditions. (“Interest”). Interest shall be computed on the basis of the year of 360 days for the actual number of days elapsed up to, but   A. Sobre a quantia pendente do principal do Empréstimo incorrerão juros, de tempos em tempos, os quais serão pagáveis de acordo com as disposições de Data de Pagamento de Juros estabelecidas na Tabela III – Condições Gerais. (“Juros”). Os juros serão computados com base em um ano de 360 dias e o número real de dias

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not including the date on which payment in full of the outstanding balance is made, at the rate per annum equal to the Interest Rate. Each determination by the Lender of the interest due shall be conclusive and binding for all purposes absent manifest error.   transcorridos até, mas não incluindo, a data na qual o pagamento integral do saldo pendente for efetuado, à taxa anual igual à Taxa de Juros. Cada determinação pelo Credor dos juros devidos será conclusiva e vinculatória para todas as finalidades na ausência de erro manifesto.
     
B. Interest shall be payable on each Interest Payment Date or at the date the outstanding principal balance of the Loan is due whether by acceleration or otherwise.   B. Juros serão pagáveis em cada Data de Pagamento de Juros ou na data na qual o saldo do principal do Empréstimo em aberto for devido, quer seja por antecipação ou de outro modo.
     
C. If any amount due hereunder on the Loan, including principal, interest, fees, premiums, expenses or any other amount, is not paid when due (whether at maturity, by acceleration or otherwise), then interest shall bear at a rate per annum which is equal to the Interest Rate plus 2% (two percent) from the due date thereof to the date said amount is paid in full to the satisfaction of the Lender plus a penalty fee equivalent to 2% (two percent).   C. Se qualquer valor devido nos termos deste instrumento sobre o Empréstimo, inclusive principal, juros, taxas, ágio, despesas ou qualquer outro valor, não for pago no vencimento (quer seja no vencimento, por antecipação ou de outro modo), então, juros deverão incidir a uma taxa anual igual à Taxa de Juros mais 2% (dois por cento), para cada dia contado a partir da respectiva data de vencimento até o pagamento integral e efetivo que seja considerado satisfatório ao Credor, mais uma multa equivalente a 2% (dois por cento).
     
D. The Borrower may prepay the Loan in whole or in part together with interest accrued on the amount of said prepayment to the date of such prepayment upon at least thirty (30) Business Days irrevocable written notice to the Lender, provided that, the Borrower shall reimburse the Lender, within 3 (three) Business Days after demand, for any and all actual loss or expense (including but not limited to loss in reinvesting funds including margin, administrative costs and expenses and any processing or other bank charges) which the Lender may sustain or incur as a consequence of such prepayment, as set forth in a certificate delivered to the Borrower by the Lender (“Penalty   D. A Devedora pode pagar antecipadamente o Empréstimo total ou parcialmente juntamente com os juros resultantes sobre a quantia do referido pagamento antecipado até a data desse pagamento antecipado por ocasião de uma notificação irrevogável por escrito com antecedência mínima de 30 (trinta) Dias Úteis ao Credor, desde que, a Devedora reembolse o Credor, no prazo de 3 (três) Dias Úteis após demanda, por todo e qualquer custo ou despesa real (incluindo, sem limitação, a perda em fundos de reinvestimento, incluindo custos e despesas de margem, administrativos e de qualquer processo ou outros encargos bancários), dentro de práticas de

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Amount”), according to market practices, which certificate shall be conclusive absent manifest error. Any prepayment shall be in a minimum amount equal to 25% (twenty-five per cent) of the Total Amount and, if in part, in multiples of US$ 100,000 (one hundred thousand United States Dollars and NO/100). Any amounts received pursuant to this sub-section including any Penalty Amount shall be applied by the Lender in a manner and in order as the Lender shall deem to be necessary and appropriate, in its sole discretion.   mercados, que o Credor possa sofrer ou incorrer em decorrência desse pagamento antecipado, conforme estabelecido em um certificado entregue à Devedora pelo Credor (“Quantia de Multa”) cujo certificado será conclusivo sem a presença de erro manifesto. Qualquer pagamento antecipado será em uma quantia mínima igual a 25% (vinte e cinco por cento) da Quantia Total e, se parcial, em múltiplos de US$ 100.000,00 (cem mil Dólares Norte-Americanos). Quaisquer quantias recebidas em conformidade com este item, incluindo qualquer Quantia de Multa, serão aplicadas pelo Credor na maneira e na ordem conforme o Credor considere necessário e apropriado a seu critério exclusivo.
     
5. STANDBY LETTER OF CREDIT   5. CARTA DE CRÉDITO STANDBY
     
A. As further considerations for the Lender agreeing to enter into the Loan Documents and as guarantee for all of the obligations of the Borrower vis-à-vis the Lender under the Loan Documents, and this Agreement, the Borrower shall cause to be delivered by the Guarantor/Standby Issuer a Standby Letter of Credit (“Standby”) to the benefit of the Bank and substantially in the form attached as Exhibit A hereto (“Standby Letter of Credit”).   A. Em contraprestação adicional pela concordância pelo Credor em celebrar os Documentos do Empréstimo e como garantia para todas as obrigações da Devedora vis-à-vis p Credor nos termos dos Documentos do Empréstimo, e do presente Contrato, a Devedora providenciará para que seja entregue pelo Garantidor/Emitente Standby uma Carta de Crédito Standby (“Standby”) para o benefício do Banco e substancialmente no modelo anexado como Anexo A a este instrumento (“Carta de Crédito Standby”).
     
6. PAYMENT, RIGHT OF OFFSET   6. PAGAMENTO, DIREITO DE COMPENSAÇÃO
     
A. All payments of principal and interest and all other payment of any kind to be made by Borrower under the Loan Documents shall be paid to the Lenders Account, as indicated in Table III – General Conditions, in favor of the Lender or at such place as the Lender may designate   A. Todos os pagamentos de principal e juros e todos os outros pagamentos de qualquer tipo a serem feitos pela Devedora nos termos dos Documentos do Empréstimo deverão ser pagos à Conta do Credor, conforme indicado na Tabela III – Condições Gerais, a favor do Credor ou em

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from time to time. Any and all payments made by the Borrower hereunder shall be made free and clear of and without deduction for any present or future taxes, levies, imposts, deductions, charges, or withholdings, and all liabilities with respect thereto (the “Taxes”). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable under the Loan Documents, (i) other than in the case of FATCA Deductions, the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Lender receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions, and (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law.   outro local conforme o Credor possa designar de tempos em tempos. Todos e quaisquer pagamentos efetuados pela Devedora, nos termos do presente instrumento, serão feitos livres e isentos e sem dedução de quaisquer impostos, tributos, contribuições, deduções, encargos ou retenções presentes ou futuras, e de todas as responsabilidades a esse respeito (“Impostos”). Se a Devedora for exigida por lei a deduzir quaisquer Impostos provenientes ou a respeito de qualquer quantia pagável nos termos dos Documentos do Empréstimo, (i) exceto no caso de Deduções Exigidas pela FATCA, a quantia pagável será aumentada conforme possa ser necessário, de modo que após efetuar todas as deduções exigidas (incluindo as deduções aplicáveis às quantias adicionais pagáveis nos termos da presente Cláusula), o Credor receba uma quantia igual ao valor que teria recebido se tais deduções não tivessem sido efetuadas, (ii) a Devedora fará as referidas deduções, e (iii) a Devedora pagará a quantia integral deduzida à autoridade tributária competente ou à outra autoridade de acordo com a lei aplicável.
     
B. In addition, the Borrower agrees to pay any present or future stamp or documentary taxes, or any other excise or property taxes, charges or similar levies which arise from any payment made hereunder or from the execution, delivery or registration of, or otherwise with respect to the Loan Documents (hereinafter referred to as “Other Taxes”).   B. Além disso, a Devedora concorda em pagar quaisquer impostos de selo ou documentais presentes ou futuros, ou quaisquer outros impostos de consumo ou de bens, encargos ou tributos similares que advenham de qualquer pagamento efetuado nos termos do presente instrumento ou da assinatura, entrega ou registro dos, ou de outro modo a respeito dos, Documentos do Empréstimo (“Outros Impostos”).
     
C. The Borrower will indemnify the Lender for the full amount of Taxes or Other Taxes (including, without limitation, any Taxes or Other Taxes imposed by any   C. A Devedora indenizará o Credor pela quantia integral dos Impostos ou dos Outros Impostos (incluindo, sem limitação, quaisquer Impostos ou Outros

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jurisdiction on amounts payable under the Loan Documents) paid by the Lender and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes or Other Taxes were correctly or legally asserted. Should any doubt arise as to the correctness or legality of such Taxes or Other Taxes, the Borrower shall, after duly indemnifying the Lender, be entitled to contest such correctness or legality of such Taxes or Other Taxes before the relevant taxation authority. Payment by the Borrower under this indemnification shall be made within 03 (three) Business Day from the date the Lender makes written demand therefore. If any imposition, modification or applicability of any reserve, special deposits, capital requirements, capital adequacy, changes on the basis of taxation is made or imposed and the result of any of the foregoing is to increase the cost to the Lender of funding, making or maintaining the Loan(s) or to reduce any amount to be received by the Lender with respect to the Loan(s) then, the Borrower shall pay to the Lender, additional amounts in order to compensate the Lender for such increased cost or reduced amount.   Impostos lançados por qualquer jurisdição sobre as quantias pagáveis nos termos dos Documentos do Empréstimo) pagos pelo Credor e qualquer responsabilidade (incluindo multas, juros e despesas) advindas deles ou a respeito disso, estejam ou não tais Impostos ou Outros Impostos correta ou legalmente declarados. Caso advenha qualquer dúvida a respeito da correção ou da legalidade dos referidos Impostos ou dos Outros Impostos, a Devedora, após indenizar devidamente o Credor, terá o direito de contestar essa correção ou legalidade dos referidos Impostos ou Outros Impostos perante a autoridade tributária competente. O pagamento pela Devedora nos termos desta indenização será efetuado no prazo de 03 (três) Dias Úteis da data em que o Credor faça uma demanda por escrito a esse respeito. Se qualquer imposição, modificação ou aplicabilidade de qualquer reserva, depósitos especiais, exigências de capital, adequação de capital, alterações na base da tributação for feita ou imposta e o resultado de quaisquer dos precedentes for aumentar o custo para o Credor financiar, fazer ou manter o(s) Empréstimo(s) ou reduzir qualquer quantia a ser recebida pelo Credor a respeito do(s) Empréstimo(s), então, a Devedora pagará ao Credor quantias adicionais a fim de compensá-lo por esse custo aumentado ou quantia reduzida.
     
D. Within 3 (three) days after the date of any payment of Taxes or Other Taxes, the Borrower will furnish to the Lender the original or a certified copy of a receipt evidencing payment thereof.   D. No prazo de 03 (três) dias após a data de qualquer pagamento de Impostos ou de Outros Impostos, a Devedora fornecerá ao Credor o original ou uma cópia certificada de um recibo comprovando o pagamento disso.
     
E. Without prejudice to the survival of any agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in this Section 6 shall   E. Sem prejuízo à subsistência de qualquer acordo da Devedora nos termos do presente instrumento, os acordos e as obrigações da Devedora contidas nesta

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survive the payment in full of all principal, Interest and other amounts due or which may become due under the Agreement.   Cláusula 6 subsistirão ao pagamento integral de todo o principal, Juros e outras quantias devidas ou que possam tornar-se devidas nos termos do Contrato.
     
F. Borrower hereby expressly authorizes Lender, to the extent payment owed for Interest, principal, expenses or otherwise to Lender is not made when and as due hereunder held by Lender pursuant to the Loan Documents, to charge from time to time against any or all Borrower’s accounts with the Lender any amount so due without prior notice to or authorization from Borrower; provided, however, that no right to charge Borrower's account held by the Lender shall in any way be, or be construed as an impairment of, waiver of or substitution for any rights given to Lender under applicable statute or other law.   F. A Devedora, neste ato, autoriza expressamente o Credor, na medida em que o pagamento devido por Juros, principal, despesas ou de outro modo ao Credor, não seja efetuado quando e conforme devido nos termos do presente instrumento, detido pelo Credor em conformidade com os Documentos do Empréstimo, a cobrar, de tempos em tempos, contra todas ou quaisquer contas da Devedora com o Credor, qualquer quantia assim devida sem aviso ou autorização prévia da Devedora; ficando ressalvado, no entanto que, nenhum direito de debitar a conta da Devedora detida pelo Credor, de nenhum modo, será, ou será interpretado como sendo, um impedimento, renúncia ou substituição de quaisquer direitos concedidos ao Credor nos termos de norma ou de outra lei aplicável.
     
G. (i) Subject to paragraph (iii) below, each Party shall, within ten Business Days of a reasonable request by another Party:   G. (i) Observando-se o parágrafo (iii) abaixo, cada Parte deverá, dentro de dez Dias Úteis de uma solicitação razoável da outra Parte:
     
(A) confirm to that other Party whether it is: (x) a FATCA Exempt Party; or (y) not a FATCA Exempt Party; and   (A) confirmar para essa outra Parte se ela: (x) é uma Parte Isenta Conforme a FATCA; ou (y) não é uma Parte Isenta Conforme a FATCA; e
     
(B) supply to that other Party such forms, documentation and other information relating to its status under FATCA as that other Party reasonably requests for the purposes of that other Party's compliance with FATCA.   (B) fornecer para essa outra Parte os formulários, documentação e outras informações em relação ao seu status de acordo com a FATCA que essa outra Parte razoavelmente solicitar para os fins da conformidade dessa outra Parte com a FATCA.

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(ii) If a Party confirms to another Party pursuant to paragraph (i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not or has ceased to be a FATCA Exempt Party, that Party shall notify that other Party reasonably promptly.   (ii) Se uma Parte confirmar para a outra Parte de acordo com o parágrafo (i) acima que ela é uma Parte Isenta Conforme a FATCA e ela subsequentemente tomar conhecimento que ela não é ou deixou de ser uma Parte Isenta Conforme a FATCA, essa Parte deverá notificar essa outra Parte de forma razoavelmente imediata.
     
(iii) Paragraph (i) above shall not oblige the Lender to do anything which would or might in its reasonable opinion constitute a breach of:   (iii) O parágrafo (i) acima não deverá obrigar a Credor a praticar nenhum ato que constitua ou possa, em seu parecer razoável, constituir, uma violação de:
     
(A) any law or regulation;   (A) qualquer lei ou regulamento;
     
(B) any fiduciary duty; or   (B) qualquer dever fiduciário; ou
     
(C) any duty of confidentiality.   (C) qualquer dever de confidencialidade.
     
(iv) If a Party fails to confirm whether or not it is a FATCA Exempt Party or to supply forms, documentation or other information requested in accordance with paragraph (i)(A) or (B) above (including, for the avoidance of doubt, where paragraph (iii) above applies), then such Party shall be treated for the purposes of the Loan Documents (and payments under them) as if it is not a FATCA Exempt Party until such time as the Party in question provides the requested confirmation, forms, documentation or other information.   (iv) Se uma Parte não confirmar se ela é ou não uma Parte Isenta Conforme a FATCA ou fornecer formulários, documentação ou outras informações solicitadas de acordo com o parágrafo (i)(A) ou (B) acima (inclusive, para evitar dúvida, se o parágrafo (iii) acima for aplicável), então, essa Parte deverá ser tratada para os fins dos Documentos do Empréstimo (e pagamentos em seus termos) como se ela não fosse uma Parte Isenta Conforme a FATCA até o momento em que a Parte em questão fornecer a confirmação, formulários, documentação ou outras informações solicitadas.
     
H. Notwithstanding any other provision of the Loan Documents:   H. Não obstante qualquer outra disposição dos Documentos do Empréstimo:
     
(i) each Party may make any FATCA Deduction it is required to make by FATCA, and any payment required in connection with that FATCA Deduction, and no Party shall be required to increase any payment in respect of which it makes such a FATCA Deduction or otherwise   (i) cada Parte poderá fazer qualquer Dedução Exigida pela FATCA que ela for obrigada a fazer pela FATCA, e qualquer pagamento exigido a respeito dessa Dedução Exigida pela FATCA, e nenhuma Parte deverá ser obrigada a aumentar qualquer pagamento a respeito do qual ela fizer essa Dedução Exigida pela FATCA ou

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compensate the recipient of the payment for that FATCA Deduction;   de outro modo compensar a parte recebedora pelo pagamento dessa Dedução Exigida pela FATCA;
     
(ii) each Party shall promptly, upon becoming aware that it must make a FATCA Deduction (or that there is any change in the rate or the basis of such FATCA Deduction), notify the Party to whom it is making the payment; and   (ii) cada Parte deverá imediatamente, ao tomar conhecimento de que ela deve realizar uma Dedução Exigida pela FATCA (ou que há qualquer alteração na taxa ou na base dessa Dedução Exigida pela FATCA), notificar a Parte à qual ela estiver fazendo o pagamento; e
     
(iii) each Party allows the other Party to disclose its FATCA Exempt documentation to any Affiliate of the disclosing Party for any legal or regulatory purposes as well as when required by law, regulation or by an agreement with any government or public local authority or regulator.   (iii) cada Parte permite que a outra Parte divulgue sua documentação Isenta da FATCA a qualquer Afiliada da Parte divulgados para quaisquer fins legais ou regulamentares, bem como quando exigido por lei, regulamento ou por um contrato com qualquer governo ou autoridade local pública ou órgão regulador.
     
7. YIELD PROTECTION, ETC.   7. PROTEÇÃO DE RENTABILIDADE, ETC.
     
A. Additional Costs. If the adoption of or change in any law, or any change in the interpretation thereof by any governmental authority charged with the interpretation thereof, shall (i) impose any reserve, special depositor similar requirement against assets of, deposits with or for the account of, or credit extended by, the Lender, change the basis of taxation of payments to the Lender of the principal of or interest of the Loans or any other amounts payable hereafter, or shall impose upon the Lender or the applicable market any other condition affecting its obligation to make or maintain its Loans, and the result of any of the foregoing is to increase the cost to such Lender of making or maintaining its Loans, or to reduce the amount of any sum received or receivable by such Lender under the Loan Documents, then the Borrower shall pay to the Lender such   A. Custos Adicionais. Se a adoção ou alteração em qualquer lei, ou qualquer alteração na respectiva interpretação, por qualquer autoridade governamental responsável por sua interpretação, (i) impuser qualquer exigência de reserva, depositante especial similar contra os ativos do Credor, depósitos nele, ou em nome dele, ou crédito concedido por ele, alterar a base de tributação de pagamentos ao Credor de principal ou juros dos Empréstimos ou quaisquer outros valores pagáveis posteriormente, ou impuser ao Credor ou ao mercado aplicável qualquer outra condição que afete sua obrigação de fazer ou manter seus Empréstimos, e o resultado de qualquer dos mencionados acima for aumentar o custo para esse Credor de fazer ou manter seus Empréstimos, ou reduzir o valor de qualquer quantia recebida ou recebível por esse Credor de

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additional amount(s) as will compensate such Lender for such increased cost or reduction.   acordo com o presente Contrato, então, a Devedora deverá pagar ao Credor o(s) valor(es) adicional(is) que compense(m) esse Credor por esse custo aumentado ou redução.
     
B. Illegality. Notwithstanding any other provision of the Loan Documents, if the adoption of or any change in any law or in the interpretation by any governmental authority (in each case, at any time on or after the date hereof) shall make it (or be asserted by it to be) unlawful for any Lender to honor its obligation to make or maintain its Loan hereunder, then such Lender shall promptly notify the Borrower, following which notice: (a) the Lender's commitment (if still available) shall be suspended until such time as such Lender may again make and maintain its Loans or (b) if such law shall so mandate, the Lender's Loan shall be prepaid by the Borrower, together with accrued and unpaid interest thereon and all other amounts payable to the Lender by the Borrower under the Agreement, on or before such date as shall be mandated by such law;   B. Ilegalidade. Não obstante qualquer outra disposição dos Documentos do Empréstimo, se a adoção de, ou qualquer alteração em qualquer lei ou na interpretação por qualquer autoridade governamental (em cada caso, a qualquer momento a partir da data deste instrumento) tornar (ou for expressa em si como sendo) ilegal para qualquer Credor honrar sua obrigação de fazer ou manter seu Empréstimo nos termos deste instrumento, então, esse Credor deverá notificar imediatamente a Devedora, e após essa notificação: (a) o compromisso do Credor (se ainda disponível) deverá ser suspenso até o momento em que esse Credor puder novamente fazer e manter seus Empréstimos ou (b) se essa lei exigir dessa forma, o Empréstimo do Credor deverá ser pré-pago pela Devedora, juntamente com os respectivos juros acumulados e não pagos e todos os outros valores pagáveis ao Credor pela Devedora de acordo com o Contrato, até a data que for exigida por essa lei;
     
8. CONDITIONS PRECEDENT.   8. CONDIÇÕES SUSPENSIVAS.
The obligation of the Lender to make the Loan hereunder shall be subject to the fulfillment of the condition precedent that the Lender shall have received all of the following, in form and substance satisfactory to the Lender:   A obrigação do Credor de efetuar o Empréstimo, nos termos deste instrumento, estará sujeita ao cumprimento da condição suspensiva que o Credor tenha recebido todos os seguintes, em forma e teor satisfatórios ao Credor:
     
A. Loan Documents. Each applicable Loan Document, and each of the documents to be executed and delivered thereunder,   A. Documentos do Empréstimo. Cada Documento do Empréstimo aplicável, e cada um dos documentos a serem assinados e entregues em seus termos,

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duly executed and delivered by all parties thereto; and   devidamente assinado e entregue por todas as respectivas partes; e
     
B. Other Documents. Such other documents as the Lender may reasonably request.   B. Outros Documentos. Os outros documentos que o Credor vier a solicitar razoavelmente.
     
9. REPRESENTATIONS AND WARRANTIES.   9. DECLARAÇÕES E GARANTIAS.
     
A. The Borrower represents and warrants that:   A. A Devedora declara e garante que:
     
(a) it is a duly organized and validly existing corporation in good standing under the laws of Brazil with all powers and authority to conduct its business, to own its property and to execute, deliver and perform all of its obligations under the Loan Documents;   (a) é uma sociedade devidamente constituída e validamente existente de acordo com as leis do Brasil e tem pleno poder, autoridade e direito legal de conduzir seus negócios, deter seus bens e para assinar, entregar e cumprir com todas as obrigações contempladas nesses Documentos do Empréstimo;
     
(b) the execution, delivery and performance of the Loan Documents (and the transactions contemplated by those Loan Documents) are within its corporate powers, have been duly authorized by all necessary corporate action, and do not violate (i) its (or any of its Subsidiaries) constitutional documents, charter or by-laws; (ii) any provision of any law, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect and applicable to it; or (iii) result in a breach of or constitute a default under any indenture or financing or credit agreement or any other agreement, lease or instrument to which it is a party or by which it (or any of its Subsidiaries) or its properties may be bound or affected, that could reasonably be expected to have a Material Adverse Effect, as per the Lender’s judgment;   (b) a assinatura, entrega e cumprimento dos Documentos do Empréstimo (e das transações previstas nesses Documentos do Empréstimo) estão dentro de seus poderes corporativos, foram devidamente autorizados por todos os atos societários necessários, e não violam (i) seus documentos constitutivos, instrumento de constituição ou estatuto social (ou aqueles de qualquer uma de suas Subsidiárias); (ii) qualquer disposição de qualquer lei, regulamento, ordem, mandado, sentença, liminar, decreto, determinação ou decisão atualmente em vigor e aplicável a ele; ou (iii) não resultam em uma violação nem constituem em um inadimplemento nos termos de qualquer escritura ou contrato de financiamento ou crédito ou qualquer outro contrato, arrendamento ou instrumento do qual ela é parte ou pelo qual ela (ou qualquer uma de suas Subsidiárias) ou seus bens vierem a estar vinculados ou ser afetados, que possa ser razoavelmente esperado que tenha um

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    Efeito Prejudicial Substancial, a critério do Credor;
     
(c) the Loan Documents, when executed by the Borrower and delivered are legal, valid and binding obligations of and enforceable against the Borrower and in accordance with the respective terms thereof;   (c) os Documentos do Empréstimo, quando assinados pela Devedora e entregues, são obrigações legais, válidas e vinculativas e exequíveis contra a Devedora e de acordo com os respectivos termos;
     
(d) the obligations of the Borrower under the Loan Documents rank at least pari passu in priority of payment and in right of seniority with all other unsecured and unsubordinated obligations of the Borrower that are not, by their terms, expressly subordinated in right of payment to the rights of the Lender, except for obligations which are mandatorily preferred by law;   (d) as obrigações da Devedora nos termos dos Documentos do Empréstimo se classificam no mínimo pari passu em prioridade de pagamento e em direito de senioridade com todas as outras obrigações não garantidas e não subordinadas da Devedora que não forem, por seus termos, expressamente subordinadas em direito de pagamento aos direitos do Credor, exceto as obrigações que forem obrigatoriamente preferenciais por lei;
     
(e) there is no pending or threatened legal proceeding against or affecting the Borrower before any court, governmental agency or arbitrator, which may, in any one case or in the aggregate, have a Material Adverse Effect;   (e) não há processos judiciais em trâmite ou iminentes contra ou que afetem a Devedora perante qualquer tribunal, agência governamental ou árbitro, que possam, em qualquer caso único ou no total, ter um Efeito Prejudicial Substancial;
     
(f) the Borrower or any of their property have no immunity from jurisdiction of any court or legal process under the laws of Brazil and any other applicable laws, if any. The waiver of immunities, the submission to jurisdiction as set forth herein and the consent to service of process are irrevocably binding;   (f) a Devedora ou qualquer de seus bens não tem imunidade de jurisdição de qualquer tribunal ou citação judicial em conformidade com as leis do Brasil e quaisquer outras leis aplicáveis, se houver. A renúncia a imunidades, a submissão à jurisdição conforme previsto neste instrumento e o consentimento com entrega de citação são irrevogavelmente vinculativos;
     
(g) no authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance hereby of the   (g) nenhuma autorização, aprovação ou outro ato de, e nenhuma notificação para ou registro em, qualquer autoridade governamental ou órgão regulamentar é exigido para a devida assinatura, entrega e

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Loan Documents, except for (i) those approvals or authorizations of, or registrations or filings with, any governmental authority or regulatory body that may at any time be required with respect to their respective obligations under the Loan Documents, which the Borrower has no reason to believe would not be obtained in due course and time; and (ii) any authorization and/or registration required by the Central Bank of Brazil with respect to the Loan and/or any payment therefrom;   cumprimento deste instrumento, dos Documentos do Empréstimo, exceto (i) as aprovações ou autorizações, ou registros ou protocolos em qualquer autoridade governamental ou órgão regulamentar que vier, em qualquer momento, a ser exigido a respeito de suas respectivas obrigações nos termos dos Documentos do Empréstimo, que a Devedora não tem motivo para crer que não serão obtidos no devido curso e prazo; e (ii) qualquer autorização e/ou registro exigido pelo Banco Central do Brasil a respeito do Empréstimo e/ou qualquer pagamento derivado deste;
     
(h) each of the Loan Documents to which the Borrower is a party is (or upon its coming into existence will be) in proper legal form under Brazilian laws for the enforcement thereof against it, and if any such Loan Documents were stated to be governed by Brazilian law, it would constitute a legal, valid and binding obligation thereof under such law, enforceable in accordance with its terms; provided that for the enforceability or admission in evidence of the Loan Documents before Brazilian courts: either (A) (i) the Loan Documents in any foreign language must be translated into Portuguese by a certified translator in Brazil, and (ii) the Loan Documents (together with the respective certified translation) must be registered with the Registry of Deeds and Documents (Registro de Títulos e Documentos) having jurisdiction over the place where the head office of the Borrower is located, which registration can be made at any time before judicial enforcement in Brazil; or (B) (i) the signatures of the parties signing such documents outside Brazil must be notarized by a notary public qualified as such under the laws of the place of signing and the signature, capacity and, where   (h) cada um dos Documentos do Empréstimo dos quais a Devedora é parte é (ou mediante sua entrada em existência será) em forma jurídica adequada de acordo com as leis brasileiras para sua execução contra ela, e se qualquer dos referidos Documentos do Empréstimo for declarado como sendo regido pela legislação brasileira, isso constituirá em uma obrigação legal, válida e vinculativa do mesmo de acordo com essa lei, exequível de acordo com seus termos; ficando ressalvado que, para a exequibilidade ou admissão como prova dos Documentos do Empréstimo perante os tribunais brasileiros: (A) (i) os Documentos do Empréstimo em qualquer idioma estrangeiro deverão ser traduzidos para o português por um tradutor juramentado no Brasil, e (ii) os Documentos do Empréstimo (junto com a respectiva tradução juramentada) deverão ser registrados no Cartório de Registro de Títulos e Documentos com jurisdição sobre o local no qual a sede da Devedora está localizada, registro esse que poderá ser feito a qualquer momento antes da execução judicial no Brasil; ou (B) (i) a assinatura das partes que assinarem esses documentos fora do Brasil deverá

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appropriate, identity of the seal or stamp of such notary public must be apostilled by a competent authority of the State from which the document emanates according to the Hague Convention of October 5, 1961 Abolishing the Requirement of Legalisation for Foreign Public Documents (“Apostille Convention”) or, if such state is not a signatory of the Apostille Convention, the signature must be duly authenticated by a consular official of Brazil having jurisdiction over the place of signing; and (ii) any document in foreign language must be translated into Portuguese by a certified translator in Brazil;   ser notarizada por um tabelião público qualificado dessa forma em conformidade com as leis do local de assinatura, e a assinatura, capacidade e, quando adequado, a identidade do selo ou carimbo desse tabelião público deverão ser apostilados por uma autoridade competente do País a partir do qual o documento emanar de acordo com a Convenção de Haia de 5 de outubro de 1961 Abolindo a Exigência de Legalização para Documentos Públicos Estrangeiros (“Convenção de Apostila”) ou, se esse país não for signatário da Convenção de Apostila, a assinatura deverá ser devidamente autenticada por um oficial consular do Brasil com jurisdição sobre o local de assinatura; e (ii) qualquer documento em idioma estrangeiro deverá ser traduzido para o português por um tradutor juramentado no Brasil;
     
(i) all licenses, approvals or consents necessary for the valid execution, delivery and performance by the Borrower of the Loan Documents have been obtained or effected and are in full force and effect;   (i) todas as licenças, aprovações ou consentimentos necessários para a assinatura, entrega e cumprimento válidos pela Devedora dos Documentos do Empréstimo foram obtidos ou efetuados e estão em pleno vigor e efeito;
     
(j) the financial statements of the Borrower as of its most recent fiscal year, copies of which have been provided to the Lender, fairly represent its financial condition for that financial year in accordance with Brazilian GAAP consistently applied and since such date there has been no Material Adverse Effect;   (j) as demonstrações financeiras da Devedora em seu mais recente exercício fiscal, cujas cópias foram fornecidas ao Credor, apresentam de forma justa sua situação financeira para esse exercício financeiro de acordo com os Princípios Contábeis aceitos no Brasil aplicados de forma consistente e desde essa data, não houve nenhum Efeito Prejudicial Substancial;
     
(k) any information in connection with the Loan Documents (i) shall be disclosed to any competent authority if requested by such competent authority; and (ii) shall be, true and accurate in all material respects;   (k) quaisquer informações a respeito dos Documentos do Empréstimo (i) deverão ser divulgados a qualquer autoridade competente se solicitado por essa autoridade competente; e (ii) deverão ser

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LOAN AGREEMENTCONTRATO DE MÚTUO
    verdadeiras e precisas em todos os aspectos substanciais;
     
(l) it has good title to, or valid leasehold interests in, all its real and personal property related to its business, except for defects in title that do not interfere with its ability to conduct its business as currently conducted or to utilize such property for its intended purposes. It owns or is licensed or otherwise has the right to use all of the patents, contractual franchises, licenses, authorizations and other rights that are reasonably necessary for the operation of its business, without conflict with the rights of any other Person;   (l) ela tem a titularidade legal, ou participações em arrendamento válidas em todos os seus imóveis e bens móveis em relação aos seus negócios, exceto os defeitos em titularidade que não interferirem em sua capacidade de conduzir seus negócios, conforme são conduzidos atualmente ou para utilizar esses bens para seus fins pretendidos. Ela detém ou é licenciada ou de outro modo tem o direito de usar todas as patentes, franquias contratuais, licenças, autorizações e outros direitos que são razoavelmente necessários para a operação de seus negócios, sem conflito com os direitos de qualquer outra Pessoa;
     
(m) there is no tax, levy, imposts, deduction, charge or withholding imposed by Brazil or any political subdivision thereof either (i) on or by virtue of the execution or delivery of the Loan Documents or (ii) on any payment to be made pursuant to the Loan Documents. To the extent that in the future any Brazilian statutory withholding tax on each payment of Interest hereunder is required to be paid, such tax shall be borne by the Borrower under Section 9 hereof;   (m) não há nenhum imposto, tributo, tributação, dedução, encargo ou retenção lançado pelo Brasil ou por qualquer respectiva subdivisão política (i) sobre ou em virtude da assinatura ou entrega dos Documentos do Empréstimo ou (ii) sobre qualquer pagamento a ser efetuado de acordo com os Documentos do Empréstimo. Na medida em que, no futuro, qualquer retenção de imposto brasileiro regulamentar sobre cada pagamento de Juros nos termos deste instrumento for exigida a ser efetuada, esse imposto deverá ser arcado pela Devedora de acordo com a Cláusula 9 deste instrumento;
     
(n) complies with all material applicable laws, rules, regulations, guidelines and all applicable restrictions imposed by any governmental body, either foreign or domestic, including all environmental, labor and tax laws;   (n) cumpre todas as leis, normas, regulamentos, diretrizes substanciais aplicáveis e todas as restrições aplicáveis lançadas por qualquer órgão governamental, estrangeiro ou nacional, inclusive todas as leis ambientais, trabalhistas e fiscais;

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(o) no Event of Default or event which would become an Event of Default, as defined below, with the giving of notice or passage of time or both has occurred and is continuing;   (o) nenhum Evento de Inadimplemento ou evento que se tornaria um Evento de Inadimplemento, conforme definido abaixo, com a entrega de notificação ou decurso de prazo ou ambos, ocorreu e está em andamento;
     
(p) there is no indenture, loan or credit agreement or any other agreement in which the Borrower are parties, which may materially adversely affect their financial condition and/or operations;   (p) não há nenhuma escritura, contrato de empréstimo ou crédito ou qualquer outro contrato do qual a Devedora seja parte, que possa afetar de forma substancialmente adversa sua situação financeira e/ou operações;
     
(q) it is not any of the following (a “Restricted Person”): (i) a Person that is listed in the annex to, or is otherwise subject to the provisions of, Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001 (the “Executive Order”); (ii) a Person that is named as a “specially designated national and blocked person” on the most current list published by the U.S. Treasury Department Office of Foreign Assets Control (“OFAC”) at its official website or any replacement website or other replacement official publication of such list or similarly named by any similar foreign governmental authority; (iii) a Person that is owned 50 percent or more by any Person described in clause (ii) above; (iv) any other Person with which the Lender is prohibited from dealing under any Sanctions laws applicable to the Lender; or (v) a Person that derives more than 10% of its annual revenue from investments in or transactions with any Person described in clauses (i) through (iv) above. Further, none of the proceeds from the Loan shall be used to finance or facilitate, directly or indirectly, any transaction with, investment in, or any dealing for the benefit of, any Restricted Person or any transaction, investment or dealing in which the benefit is received in   (q) ela não é nenhuma das seguintes (uma “Pessoa Restrita”): (i) uma Pessoa que é relacionada no anexo, ou está de outro modo sujeita às disposições da Ordem do Executivo no 13224 sobre Financiamento ao Terrorismo, com vigência em 24 de setembro de 2001 (“Ordem do Executivo”); (ii) uma Pessoa que for nomeada como “cidadão especialmente designado ou pessoa bloqueada” na mais atual lista publicada pela Agência de Controle de Ativos Estrangeiros do Departamento do Tesouro dos Estados Unidos (“OFAC”) em seu website oficial ou qualquer website substituto ou outra publicação oficial substituta dessa lista ou nomeada de forma similar por qualquer autoridade governamental estrangeira similar; (iii) uma Pessoa que for detida 50% ou mais por qualquer Pessoa descrita no item (ii) acima; (iv) qualquer outra Pessoa com a qual o Credor for proibido de negociar de acordo com quaisquer leis de Sanções aplicáveis ao Credor; ou (v) uma Pessoa que receber mais de 10% de sua receita anual de investimentos em, ou transações com, qualquer Pessoa descrita nos itens (i) a (iv) acima. Além disso, nenhuma das receitas do Empréstimo deverá ser usada para financiar ou facilitar, direta ou indiretamente, qualquer transação com, investimento em, ou

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LOAN AGREEMENTCONTRATO DE MÚTUO
a country for which such benefit is prohibited by any Sanctions laws applicable to the Lender; and   qualquer negociação em benefício de, qualquer Pessoa Restrita ou qualquer transação, investimento ou negociação na qual o benefício for recebido em um país para o qual esse benefício for proibido por quaisquer leis de Sanções aplicáveis ao Credor; e
     
(r) immediately after giving effect to the execution and delivery of the Loan Documents and as a direct result of the making of the Loan under the Loan Documents: (i) it will not (a) be “insolvent,” as defined or used in any applicable law; or (b) be unable to pay its debts generally as such debts become due.   (r) imediatamente após a entrada em vigor da assinatura e entrega dos Documentos do Empréstimo e como um resultado direto da realização do Empréstimo nos termos do Documentos do Empréstimo: (i) ela não será (a) “insolvente”, conforme definido ou usado em quaisquer leis aplicáveis; ou (b) incapaz de pagar suas dívidas em geral conforme essas dívidas se tornarem devidas.
     
10. COVENANTS.   10. AVENÇAS.
     
A. Affirmative Covenants. So long as any amount of the Loan borrowed hereunder remains unpaid, the Borrower covenant that it shall, at all times:   A. Obrigações de Fazer. Na medida em que qualquer quantia do Empréstimo emprestado nos termos do presente instrumento permaneça não paga, a Devedora, conforme o caso, concorda que ela, em todas as ocasiões:
     
(a) Compliance with Laws. Comply with all applicable laws, rules, regulations and orders, which includes but is not limited to all applicable Brazilian laws, rules, regulations and orders, as same may be amended, modified or supplemented from time to time; such compliance to include, without limitation, paying when due all taxes, assessments and governmental charges imposed upon any of them or upon their respective property except to the extent contested in good faith and obtain and maintain in effect all approvals or authorizations of, or registrations or filings with, any governmental agency which may at any time be required with   (a) Conformidade com a Leis. Cumprirá todas as leis, normas, regulamentos e ordens aplicáveis, as quais incluem mas não se limitam às leis, normas, regulamentos e ordens brasileiras aplicáveis, conforme as mesmas vierem a ser alteradas, modificadas ou complementadas periodicamente; essa conformidade deverá incluir, entre outros, o pagamento no vencimento de todos os impostos, lançamentos e encargos governamentais lançados sobre qualquer um deles ou sobre seus respectivos bens, exceto na medida em que contestado de boa-fé e obterá e manterá em vigor todas as aprovações ou autorizações, ou registros ou protocolos em qualquer

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respect to the execution, delivery and performance of the Loan Documents.   agência governamental que vierem, a qualquer momento, a ser exigidos a respeito da assinatura, entrega e cumprimento dos Documentos do Empréstimo.
     
(b) Material Authorizations, etc. Obtain and maintain in effect all approvals or authorizations of, or registrations or filings with, any governmental authority or regulatory body that may at any time be required with respect to their respective obligations under the Loan Documents, including but not limited to any authorization and/or registration required by Central Bank of Brazil (if applicable) and any other documents required by such entities, and take all necessary and appropriate action to ensure the continuance in force of all approvals, authorizations, registrations and filings so obtained and to ensure the continued enforcement of their respective obligations under the Loan Documents.   (b) Autorizações Substanciais, etc. Obterá e manterá em vigor todas as aprovações ou autorizações, ou registros ou protocolos em qualquer autoridade governamental ou órgão regulamentar que vierem, a qualquer momento, ser exigidos a respeito de suas respectivas obrigações nos termos dos Documentos do Empréstimo, inclusive mas não limitado a qualquer autorização e/ou registro exigido pelo Banco Central do Brasil (se aplicável) e quaisquer outros documentos exigidos por essas entidades, e praticar todos os atos necessários e adequados para garantir a continuidade em vigor de todas as aprovações, autorizações, registros e protocolos dessa forma obtidos e para garantir o cumprimento contínuo de suas respectivas obrigações nos termos dos Documentos do Empréstimo.
     
(c) Information. Furnish to the Lender, if requested (i) as soon as available and in any event within 120 days after the end of each fiscal year, its audited consolidated financial statements of as of the end of such fiscal semester, and the related statement of earnings, shareholders’ equity and changes in financial condition prepared in accordance with Brazilian GAAP, in each case setting forth in comparative form the figures for the previous fiscal year, and certified by independent public accountant pursuant to an unqualified opinion of such independent public accountant and (ii) such other information with respect to its business, properties or its condition or operations, financial or otherwise, as the   (c) Informações. Fornecerá ao Credor, se solicitado (i) assim que disponíveis e em qualquer caso dentro de 120 dias após o final de cada ano fiscal, suas demonstrações financeiras consolidadas auditadas no final desse semestre fiscal, e a demonstração de rendimentos, das mutações do patrimônio líquido e alterações na situação financeira relacionadas, preparadas de acordo com os GAAP do Brasil, em cada caso contendo em forma comparativa os números para o ano fiscal anterior, e certificadas por um auditor independente de acordo com um parecer não qualificado desse auditor independente e (ii) as outras informações a respeito de seus negócios, bens ou sua condição ou operações, financeiras ou de

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Lender may from time to time reasonably request.   outro modo, que a Credor vier a solicitar periodicamente de forma razoável.
     
(d) “Know your customer" checks. If (i) the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation made after the date of this Loan Agreement; (ii) any change in the status of the Borrower, or any change in the composition of the shareholders of the Borrower, after the date of this Loan Agreement; or (iii) a proposed assignment or transfer by the Lender of any of its rights and obligations under this Loan Agreement to a party that is not a Lender prior to such assignment or transfer, obliges the Lender (or any prospective new Lender) to comply with "know your customer" or similar identification procedures in circumstances where the necessary information is not already available to it, the Borrower shall promptly upon the request of the Lender supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Lender in order for the Lender or any prospective new Lender to carry out and be satisfied it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Loan Documents.   (d) Verificações do tipo “Conheça seu cliente”. Se (i) a introdução ou qualquer alteração (ou na respectiva interpretação, administração ou aplicação) de qualquer lei ou regulamento feita após a data deste Contrato de Empréstimo; (ii) qualquer alteração no status da Devedora, ou qualquer alteração na composição dos acionistas da Devedora, após a data deste Contrato de Empréstimo; ou (iii) uma cessão ou transferência proposta pelo Credor de qualquer de seus direitos e obrigações previstos neste Contrato de Empréstimo a uma parte que não for um Credor antes dessa cessão ou transferência, obrigar o Credor (ou qualquer novo Credor em potencial) a cumprir os procedimentos de identificação "conheça seu cliente" ou procedimentos de identificação similares em circunstâncias nas quais as informações necessárias ainda não estejam disponíveis a ela, a Devedora, imediatamente mediante solicitação do Credor, fornecerá, ou providenciará o fornecimento dessa documentação e outro comprovante que for razoavelmente solicitado pelo Credor a fim de que o Credor ou qualquer novo Credor em potencial cumpra e esteja satisfeito de ter cumprido todas as verificações necessárias do tipo "conheça seu cliente" ou outras verificações similares de acordo com todas as leis e regulamentos aplicáveis de acordo com as transações previstas nos Documentos do Empréstimo.
     
(e) Notice of Default, Material Litigation, Untrue Representations and other Material Events. Furnish to the Lender prompt and in any case no later than 3 (three) Business Days from it   (e) Notificação de Inadimplemento, Litígios Substanciais, Declarações Falsas e outros Eventos Substanciais. Fornecerá ao Credor imediatamente e em qualquer caso no máximo 3 (três) Dias

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becoming aware written notice of the following: (i) the occurrence of any Event of Default; (ii) the filing or commencement of any action, suit or proceeding by or before any arbitrator or governmental authority against or affecting it that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; and (iii) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect.   Úteis a partir de quando tomar conhecimento, uma notificação por escrito sobre o seguinte: (i) a ocorrência de qualquer Evento de Inadimplemento; (ii) o registro ou início de qualquer ação ou processo judicial por ou perante qualquer árbitro ou autoridade governamental contra ela ou que a afete e que, se determinada de forma adversa, possa ser razoavelmente esperado que resulte em um Efeito Prejudicial Substancial; e (iii) qualquer outro desenvolvimento que resulte, ou possa ser razoavelmente esperado que resulte em um Efeito Prejudicial Substancial.
     
(f) Books, Records and Inspections. Keep proper books of record and account in which full, true and correct entries in conformity with Brazilian GAAP and all requirements of law shall be made of all dealings and transactions in relation its business and activities and permit officers and designated representatives and independent contractors of the Lender to visit and inspect any of its properties, and to examine its books of record and account, discuss its affairs, finances and accounts, and to be advised as to the same by its officers, all at such reasonable times and intervals and to such reasonable extent as the Lender may request.   (f) Livros, Registros e Inspeções. Manterá livros de registro e contábeis adequados nos quais lançamentos completos, verdadeiros e corretos em conformidade com os GAAP do Brasil e todas as exigências da lei deverão ser feitos de todas as negociações e transações em relação aos negócios e atividades e permitirá que os diretores e representantes designados e contratados independentes do Credor visitem e inspecionem qualquer de seus bens, e examinem seus livros de registro e contábeis, discutam seus assuntos, finanças e contas, e sejam informados quanto a isso por seus diretores, tudo nos momentos e intervalos razoáveis e na extensão razoável que a Credor vier a solicitar.
     
(g) Preservation of Corporate Existence. Preserve and maintain its corporate existence and good standing in the jurisdiction of its incorporation, and at all times qualify and remain qualified as a foreign corporation in each jurisdiction in which such qualification is required, as the case may be.   (g) Preservação de Existência Corporativa. Preservará e manterá sua existência corporativa e situação ativa na jurisdição de sua constituição, e em todos os momentos se qualificará e permanecerá qualificada como uma sociedade estrangeira em cada jurisdição na qual essa qualificação for exigida, conforme for o caso.

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(h) Maintenance of Trademarks, etc. Maintain ownership or license of all trademarks, trade names, copyrights, patents and other intellectual property material to its business, and ensure that the use thereof by it does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.   (h) Manutenção de Marcas, etc. Manterá a titularidade ou licença de todas as marcas, nomes fantasia, direitos autorais, patentes e outra propriedade intelectual substanciais para seu negócio, e garantirá que seu uso por ela não infringe os direitos de qualquer outra Pessoa, exceto quaisquer referidas infrações que, individual ou conjuntamente, não puder ser razoavelmente esperado que resulte em um Efeito Prejudicial Substancial.
     
(i) Environmental Laws. Comply in all material respects with all applicable environmental laws and obtain and comply in all material respects with and maintain, any and all licenses, approvals, registrations or permits required by applicable environmental laws, except where such noncompliance with environmental laws, or failure to obtain and so comply with and maintain such licenses, approvals, registrations or permits would not, individually or in the aggregate, have a Material Adverse Effect.   (i) Leis Ambientais. Cumprirá em todos os aspectos substanciais todas as leis ambientais aplicáveis e obterá e cumprirá em todos os aspectos substanciais e manterá, todas e quaisquer licenças, aprovações, registros ou alvarás exigidos pelas leis ambientais aplicáveis, exceto quando essa não conformidade com as leis ambientais, ou a omissão em obter e dessa forma cumprir e manter essas licenças, aprovações, registros ou alvarás não tiver, individual ou conjuntamente, um Efeito Prejudicial Substancial.
     
(j) Maintenance of Property. Maintain, preserve and keep its properties which are necessary to it for the conduct of its business in good repair and working order (ordinary wear and tear excepted) and from time to time make all necessary repairs, replacements, renewals and additions so that at all times the efficiency thereof shall be maintained.   (j) Manutenção de Bens. Manterá e preservará seus bens que forem necessários para ela para a condução de seus negócios em boa ordem de reparo e funcionamento (exceto desgaste por uso normal) e periodicamente fará todos os reparos, substituições, renovações e acréscimos necessários de forma que, em todos os momentos, a respectiva eficiência seja mantida.
     
(k) Maintenance of Insurance. Maintain insurance with financially sound, responsible and reputable insurance companies in such amounts and covering such risks as is customarily carried by companies engaged in similar businesses and owning and/or operating properties similar to those owned and/or operated by it, as the case may be, except where   (k) Manutenção de Seguro. Manterá seguro em seguradoras financeiramente sólidas, responsáveis e de reputação reconhecida nos valores e cobrindo os riscos que forem habitualmente mantidos por sociedades que conduzem negócios similares e detenham e/ou operem bens similar àqueles detidos e/ou operados por ela, conforme for o caso, exceto quando a

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failure to maintain such insurance could not reasonably be expected to have a Material Adverse Effect.   omissão em manter esse seguro não puder ser razoavelmente esperado que tenha um Efeito Prejudicial Substancial.
     
(l) Material Contracts. Perform its obligations under, and maintain in full force and effect during its stated term, each existing and future agreement or instrument to which it is a party or by which it is bound, except where the failure to so perform or so maintain in full force and effect would not, individually or in the aggregate, have a Material Adverse Effect.   (l) Contratos Substanciais. Cumprirá suas obrigações, e manterá em pleno vigor e efeito durante seu prazo declarado, cada contrato ou instrumento existente e futuro do qual ela é parte ou pelo qual ela estiver vinculada, exceto quando a omissão em dessa forma cumprir ou manter em pleno vigor e efeito não tiver, individual ou conjuntamente, um Efeito Prejudicial Substancial.
     
(m) Payment of Taxes. Promptly pay, discharge, or cause to be paid and discharged, all taxes, assessments and governmental charges lawfully levied or imposed upon its property or any part thereof before the same shall become in default, as well as all lawful claims for labor, materials and supplies which, if unpaid, might become a lien or charge upon any property or any part thereof, provided that it may in good faith contest any such taxes, assessments, charges or claims, and in the event of such contest may permit the same to remain unpaid, so long as enforcement of such contested item is effectively stayed during the period of such contest and the Borrower has established adequate reserves therefore in accordance with Brazilian GAAP.   (m) Pagamento de Impostos. Imediatamente pagará, liberará ou providenciará para que sejam pagos e liberados, todos os impostos, lançamentos e encargos governamentais legalmente lançados ou impostos sobre seus bens ou qualquer parte deles antes de os mesmos se tornarem em inadimplemento, bem como todas as reivindicações legais a respeito de mão de obra, materiais e suprimentos que, se não pagos, possam se tornar um ônus ou encargo sobre qualquer bem ou qualquer parte dele, ficando ressalvado que ela poderá contestar de boa-fé quaisquer referidos impostos, lançamentos, encargos ou reivindicações, e no caso dessa contestação poder permitir que os mesmos permaneçam não pagos, desde que a execução desse item contestado esteja efetivamente suspensa durante o período dessa contestação e a Devedora tenha estabelecido reservas adequadas para tanto de acordo com os GAAP do Brasil.
     
(n) Ranking. Ensure that its obligations to the Lender evidenced by the Loan Documents are its direct and unconditional obligations, and rank at least pari passu in priority of payment and in all other respects with all its other   (n) Classificação. Garantirá que suas obrigações para com o Credor comprovadas pelos Documentos do Empréstimo sejam suas obrigações dietas e incondicionais, e se classifiquem no mínimo pari passu em prioridade de

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unsecured obligations, whether now existing or hereafter outstanding.   pagamento e em todos os outros aspectos com todas as suas outras obrigações não garantidas, quer sejam existentes no presente ou em aberto no futuro.
     
(o) Central Bank of Brazil Registration. If required by Central Bank of Brazil, execute and maintain in full force and effect any applicable approval and make any additional registration necessary to maintain the Loans outstanding and make payments in respect thereof.   (o) Registro junto ao Banco Central do Brasil. Se exigido pelo Banco Central do Brasil, formalizará e manterá em pleno vigor e efeito qualquer aprovação e fará quaisquer registros adicionais necessários para manter os Empréstimos pendentes e fazer pagamentos a esse respeito.
     
(p) Documents. Provide any documents required by the Lender within an acceptable period.   (p) Documentos. Fornecerá quaisquer documentos exigidos pelo Credor dentro de um período aceitável.
     
(q) Use of Proceeds. Used solely to finance the Borrower's export activities in the regular course of its business, which is acknowledged to be the exportation of items/goods as described in Table III – General Conditions as “Use of Proceeds”.   (q) Uso das Receitas Tomadas em Empréstimo. Utilizadas somente para financiar as atividades exportadoras da Devedora durante o curso normal de seus negócios, reconhecidas como exportação dos itens/mercadorias descritos na Tabela III – Condições Gerais como “Uso das Receitas Tomadas em Empréstimo”.
     
B. Negative Covenants. So long as any amount under the Loan borrowed hereunder (including fees and costs) remains unpaid, and except explicit prior written consent from the Lender, the Borrower covenant that they shall not, at any time:   B. Obrigações de Não Fazer. Enquanto qualquer valor nos termos do Empréstimo tomado em empréstimo nos termos deste instrumento (inclusive taxas e custos) permanecer não pago, e exceto o consentimento prévio explícito por escrito do Credor, a Devedora garante que ela não deverá, em nenhum momento:
     
(a) Mergers. Enter, or permit any of its Subsidiaries or Affiliates to enter, into any merger, consolidation, or amalgamation, or liquidate, wind up or dissolve or enter into any reorganization or similar restructuring, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its property; provided that any Person, including any Subsidiary or Affiliate, may merge with or into the   (a) Incorporações. Celebrar, ou permitir que qualquer uma de suas Subsidiárias ou Afiliadas celebre, qualquer incorporação, consolidação ou fusão, ou liquidar, encerrar ou dissolver ou celebrar qualquer reestruturação ou recuperação similar, ou vender, transferir, arrendar ou de outro modo alienar (em uma transação ou em uma série de transações) todos ou substancialmente todos os seus bens; ficando ressalvado que qualquer Pessoa,

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Borrower or any of their Subsidiaries so long as (i) no Event of Default then exists or would result therefrom, or (ii) in the case of any such merger involving the Borrower, the Borrower is the surviving or continuing entity of any such merger, or (iii) that any merger, consolidation or amalgamation, or liquidation, winding up or dissolution or entering into any similar restructuring or reorganization, or sale, transfer, lease or other disposition (in one transaction or in a series of transactions) is effected within the Aura Minerals Economic Group, including all or substantially all of its assets Involving the Borrower, provided that there is no change of control of Aura Minerals Inc.   inclusive qualquer Subsidiária ou Afiliada, poderá realizar uma incorporação com a Devedora ou qualquer de suas Subsidiárias desde que (i) nenhum Evento de Inadimplemento exista na época ou resulte disso, ou (ii) no caso de qualquer referida incorporação envolvendo a Devedora, a Devedora seja a sociedade incorporadora ou subsistente em qualquer referida incorporação, ou (iii) que qualquer incorporação, consolidação ou fusão, ou liquidação, encerramento ou dissolução ou celebração de qualquer reestruturação ou recuperação similar, ou venda, transferência, arrendamento ou de outro modo alienação (em uma transação ou em uma série de transações) seja efetuado dentro do Grupo Econômico da Aura Minerals, incluindo todos ou substancialmente todos os seus bens Envolvendo a Devedora, desde que não haja alteração de controle acionário da Aura Minerals Inc.
     
(b) Transactions with Affiliates. Enter into any financial transaction or series of related financial transactions with any Affiliate thereof, other than in the ordinary course of its business and on terms and conditions substantially as favorable to it as would reasonably be obtained at that time in a comparable arm’s length transaction with a Person other than such Affiliate.   (b) Transações com Afiliadas. Celebrará qualquer transação financeira ou série de transações financeiras relacionadas com qualquer respectiva Afiliada, exceto no curso normal de seus negócios e em termos e condições substancialmente tão favoráveis para ela quanto puderem ser razoavelmente obtidos nessa época em uma transação em condições normais de mercado comparável com uma Pessoa, exceto essa Afiliada.
     
(c) Change of Control. Permit any Change of Control of the Borrower to occur except for (i) corporate restructuring within the Aura Minerals Group or (ii) in relation to Aura Minerals Inc., transactions culminating in the establishment of a company without defined control.   (c) Mudança de Controle. Permitir que qualquer Mudança de Controle da Devedora ocorra, sendo permitida(s) (i) reestruturação societárias dentro do Grupo Aura Minerals; ou (ii) em relação à Aura Minerals Inc., transações que culminem no estabelecimento de uma sociedade sem controle definido;

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(d) Restriction on Lines of Business. Make any material change in the nature of its business or operations as carried on at the date hereof.   (d) Restrição em Linhas de Negócios. Fazer qualquer alteração substancial na natureza de seus negócios ou operações conforme são conduzidos na data deste instrumento
     
(e) Anti-Money Laundering and Anti-Terrorism Finance Laws. Foreign Corrupt Practices Act; Sanctions Laws; Restricted Person. (i) Engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or otherwise violates any Sanctions Laws, (ii) cause or permit any of the funds that are used to repay the Loan to be derived from any unlawful activity with the result that the Lender, or the Borrower would be in violation of any applicable law including, without limitation, the Brazilian Anti-Corruption Law (Lei no 12.846/2013) or (iii) use any part of the proceeds of the Loan, directly or indirectly, for any conduct that would cause the representations and warranties in Section 9.A.0 to be untrue as if made on the date any such conduct occurs.   (e) Leis de Combate à Lavagem de Dinheiro e Combate ao Financiamento ao Terrorismo. Lei de Práticas de Corrupção no Exterior; Leis de Sanções; Pessoa Restrita. (i) Conduzir ou conspirar para conduzir qualquer transação que se evada ou evite, ou tenha a finalidade de se evadir ou evitar, ou de outro modo viole quaisquer Leis de Sanções, (ii) causar ou permitir qualquer dos fundos que são usados para reembolsar o Empréstimo sejam derivados de qualquer atividade ilegal com o resultado de que o Credor, ou a Devedora viole quaisquer leis aplicáveis inclusive, entre outros, a Lei brasileira de Combate à Corrupção (Lei no 12.846/2013) ou (iii) usar qualquer parte das receitas do Empréstimo, direta ou indiretamente, para qualquer conduta que faça com que as declarações e garantias contidas na Cláusula 9.A.0 sejam falsas como se feitas na data na qual qualquer referida conduta ocorrer.
     
11. DEFAULT.   11. INADIMPLEMENTO.
     
A. Any of the following events are an “Event of Default” and together “Events of Default”:   A. Qualquer dos seguintes eventos é um “Evento de Inadimplemento” e, coletivamente, “Eventos de Inadimplemento”:
     
(a) the Borrower fails to pay when due (by acceleration or otherwise) in accordance with the terms of the Loan Documents (i) the principal of or interest on the Loan or any obligation payable hereunder when due, in accordance with the terms of the Loan Documents or (ii) any other   (a) a Devedora não pagar no vencimento (por antecipação ou de outro modo) de acordo com os termos dos Documentos do Empréstimo (i) o principal ou juros do Empréstimo ou qualquer obrigação pagável nos termos deste instrumento no vencimento, de acordo com os termos dos Documentos do Empréstimo ou (ii)

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obligation payable hereunder or thereunder; or   qualquer outra obrigação pagável nos termos deste instrumento ou dos referidos documentos; ou
     
(b) any representation or warranty made by the Borrower (or any of its officers or agents) under or in connection with the Loan Documents, or in any certificate agreement, document or statement delivered hereunder or thereunder, proves to have been false, incorrect or misleading in any material respect when made or deemed to have been made; or   (b) qualquer declaração ou garantia feita pela Devedora (ou por qualquer de seus diretores ou agentes) nos termos ou a respeito dos Documentos do Empréstimo, ou em qualquer certificado, contrato, documento ou declaração entregue nos termos deste instrumento ou dos referidos documento, provar ter sido falsa, incorreta ou enganosa em qualquer aspecto substancial quando feita ou considerada como tendo sido feita; ou
     
(c) the Borrower fails to observe or perform or observe: any covenant, agreement or obligation contained herein, and such failure is not remedied in 48 hours; or   (c) a Devedora não cumprir ou executar ou observar: qualquer avença, contrato ou obrigação contido no presente instrumento desde que tal descumprimento não seja curado no prazo de 48 horas; ou
     
(d) the Borrower fails to perform or observe any term, covenant or agreement contained (i) in the Loan Documents (other than those specified in clause 0, 0 or 0 of this Section) and any such failure has not been remedied within fifteen (15) Business Days after the earlier of (x) written notice thereof from the Lender to the Borrower and (y) the date on which the Borrower had actual knowledge of such failure; or   (d) a Devedora não cumprir ou observar qualquer termo, avença ou acordo contido (i) nos Documentos do Empréstimo (exceto aqueles especificados na cláusula 0, 0 ou 0 desta Cláusula) e qualquer referida omissão não ter sido resolvida dentro de 15 (quinze) Dias Úteis após o primeiro a ocorrer entre (x) a respectiva notificação por escrito do Credor para a Devedora e (y) a data na qual a Devedora tiver tido o conhecimento real dessa omissão; ou
     
(e) any governmental or other authorization or approval necessary to enable the Borrower to comply with any of its respective obligations under the Loan Documents are revoked, withdrawn or withheld or otherwise fail to be issued or remain in full force and effect; or   (e) qualquer autorização ou aprovação governamental ou outra necessária para possibilitar que a Devedora cumpra qualquer de suas respectivas obrigações nos termos dos Documentos do Empréstimo ser revogada, retirada ou negada ou de outro modo não ser emitida ou não permanecer em pleno vigor e efeito; ou

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(f) any material provision of the Loan Documents are for any reason cease to be valid and binding on the Borrower or the Borrower shall so state in writing; or   (f) qualquer disposição substancial dos Documentos do Empréstimo por qualquer motivo deixar de ser válida e vinculativa para a Devedora ou a Devedora declarar isso por escrito; ou
     
(g) it is or will become unlawful for the Borrower to perform or comply with any one or more of its material obligations under the Loan Documents; or   (g) for ou se tornar ilegal para a Devedora cumprir ou observar qualquer uma ou mais de suas obrigações substanciais nos termos dos Documentos do Empréstimo; ou
     
(h) the Borrower fails to maintain its existence as a corporation validly organized and existing under the laws of [Brazil] or any step is taken by any government agency with a view to the seizure, compulsory acquisition, expropriation or nationalization of all or a material part of the assets or shares of the Borrower; or   (h) a Devedora não manter sua existência como uma sociedade validamente constituída e existente em conformidade com as leis do [Brasil] ou qualquer medida ser tomada por qualquer agência governamental com a intenção de confisco, aquisição compulsória, expropriação ou nacionalização de todos ou uma parte substancial dos ativos ou ações da Devedora; ou
     
(i) a default has occurred with respect to any indebtedness (other than the Loan) under any agreement entered by the Borrower, pursuant to which there is outstanding any such indebtedness of the Borrower; or   (i) um inadimplemento tiver ocorrido a respeito de qualquer dívida (exceto o Empréstimo) de acordo com qualquer contrato celebrado pela Devedora, de acordo com o qual houver qualquer referida dívida da Devedora em aberto; ou
     
(j) the Borrower makes or threatens to make a general assignment for the benefit of its creditors, admit its inability to pay its debts as they mature, file a voluntary petition for bankruptcy or a voluntary petition or an answer seeking reorganization in a proceeding under any applicable bankruptcy or insolvency law (as now or hereafter in effect) or an answer admitting the material allegations of a petition filed against the Borrower in any such proceeding, or the Borrower has by voluntary petition, answer or consent, seeked relief under the provisions of any now existing or future bankruptcy, insolvency or other similar law providing   (j) a Devedora fazer ou ameaçar fazer uma cessão geral em benefício de seus credores, admitir sua impossibilidade de pagar suas dívidas conforme elas vencerem, apresentar um pedido voluntário de falência ou um pedido voluntário ou uma resposta buscando reestruturação em um processo de acordo com qualquer lei aplicável de falência ou insolvência (em vigor no presente ou no futuro) ou uma resposta admitindo as alegações substanciais de um pedido apresentado contra a Devedora em qualquer referido processo, ou a Devedora ter, por pedido voluntário, resposta ou consentimento, requerido um recurso de

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for the liquidation, reorganization, “recuperação judicial”, “recuperação extrajudicial” or “falência” as defined by Brazilian law, or winding-up of corporations, or providing for an agreement, composition, extension or adjustment with its creditors; or   acordo com as disposições de qualquer lei de falência, insolvência ou outra similar existente no presente ou no futuro prevendo a liquidação, reestruturação, “recuperação judicial”, “recuperação extrajudicial” ou “falência” conforme definido pela legislação brasileira, ou liquidação de sociedades, ou prevendo um acordo, composição, prorrogação ou ajuste com seus credores; ou
     
(k) a receiver, trustee, liquidator, custodian or other similar official with respect to the Borrower or a substantial part of their respective properties is appointed by court order and such order remains in effect for more than 30 (thirty) days; or the Borrower has been declared bankrupt or insolvent or any of their respective properties are sequestered by court order and such order remains in effect for more than 45 (forty-five) days; or a petition is filed against the Borrower under any bankruptcy, reorganization, “recuperação judicial”, “recuperação extrajudicial” or “falência” as defined by Brazilian law, arrangement, insolvency, readjustment of debt, dissolution or liquidation law of any jurisdiction, whether now or hereafter in effect, and is not dismissed within 30 (thirty) days after such filing; or   (k) um síndico, fiduciário, liquidante, custodiante ou outro oficial similar a respeito da Devedora ou de uma parte substancial de seus respectivos bens ser nomeado por ordem judicial e essa ordem permanecer em vigor por mais de 30 (trinta) dias; ou a Devedora ter sido declarada falida ou insolvente ou qualquer de seus respectivos bens ser sequestrado por ordem judicial e essa ordem permanecer em vigor por mais de 45 (quarenta e cinco) dias; ou um pedido ser apresentado contra a Devedora de acordo com qualquer lei de falência, reestruturação, “recuperação judicial”, “recuperação extrajudicial” ou “falência” conforme definido pela legislação brasileira, lei de acordo, insolvência, reajuste de dívida, dissolução ou liquidação de qualquer jurisdição, quer esteja em vigor no presente ou no futuro, e não ser indeferido dentro de 30 (trinta) dias após esse registro; ou
     
(l) all or any substantial part of the assets of the Borrower are condemned, seized or otherwise expropriated, or custody or control of such property is assumed by any person or agency acting or purporting to act under authority of any government (de jure or de facto); or   (l) todo ou qualquer parte substancial dos ativos da Devedora ser, condenado, apreendido ou de outro modo expropriado, ou a custódia ou o controle desse bem ser assumida por qualquer pessoa ou agência agindo ou alegando agir sob autoridade de qualquer governo (de jure ou de facto); ou
     
(m) the Borrower ceases its operations or sell, transfer or otherwise dispose of all or   (m) a Devedora encerrar suas operações ou vender, transferir ou de outro modo

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substantial part of their assets (except those considered non-strategic for its operation and business within its mining plan), rights or franchises unless the Lender has consented previously in writing; or   alienar todos ou uma parte substancial de seus ativos (exceto aqueles considerados não estratégicos para sua operação e negócios dentro de seu plano de lavra), direitos ou franquias a menos que o Credor tenha consentido anteriormente por escrito; ou
     
(n) Brazil or any competent authority thereof declares a moratorium on the payment of any indebtedness by the Borrower or take any measure which has the effect of prohibiting, preventing or delaying the remittance of US$ and/or EUR, as applicable, to the Lender; or   (n) o Brasil ou qualquer respectiva autoridade competente declarar moratória no pagamento de qualquer dívida pela Devedora ou tomar qualquer medida que tenha o efeito de proibir, impedir ou adiar a remessa de US$ e/ou EUR, conforme for aplicável, ao Credor; ou
     
(p) an extraordinary material event occurs, including but not limited to the financial condition of the Borrower from the conditions set forth in the most recent financial statement of the Borrower heretofore furnished to the Lender, which in the reasonable and prudent appraisal of the Lender indicates that the Borrower may not, or may be unable to, perform or observe in the normal course its obligations under the Loan Documents or the transactions contemplated hereby; or   (p) um evento extraordinário ocorrer, inclusive, entre outros a situação financeira da Devedora das condições previstas na mais recente demonstração financeira da Devedora anterior fornecida ao Credor, que, no critério razoável e prudente do Credor, indicar que a Devedora não pode, ou pode ser incapaz de, cumprir ou observar no curso normal suas obrigações nos termos dos Documentos do Empréstimo ou das transações previstas neste instrumento; ou
     
(q) the determination by the Lender that a Material Adverse Effect has occurred; or   (q) a determinação pelo Credor de que um Efeito Prejudicial Substancial ocorreu; ou
     
(r) failure of the Borrower to provide any documents related to this Agreement and/or to evidence the Use of Proceeds set forth in this Agreement as required by the Lender within XX (XX) Business Days after request.   (r) a omissão pela Devedora em fornecer quaisquer documentos relacionados a este Contrato e/ou para comprovar o Uso das Receitas Tomadas em Empréstimo conforme estabelecido neste Contrato e exigidos pelo Credor dentro de XX (XX) Dias Úteis.
     
Upon the occurrence of an Event of Default (other than an event with respect to the Borrower described in clause 0 or 0 of this Section), and at any time thereafter during the continuance of such event, the   Mediante a ocorrência de um Evento de Inadimplemento (exceto um evento a respeito da Devedora descrito na cláusula 0 ou 0 desta Cláusula), e em qualquer momento posterior durante a c

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Lender may by notice to the Borrower decline to make the Loan and/or without further notice may declare the unpaid principal amount of the Loan to be forthwith due and payable, together with accrued interest thereon; and in case of any event with respect to the Borrower described in clause 0 or 0 of this Section the Lender automatically declines to make the Loan and/the unpaid principal amount of the Loan will automatically be due and payable, together with accrued interest thereon, whereupon the same shall be automatically due and payable, without presentment, demand, protest, or other notice of any kind.   continuidade desse evento, o Credor poderá, por notificação para a Devedora se recusar a fazer o Empréstimo e/ou sem outra notificação poderá declarar o valor não pago de principal do Empréstimo como sendo imediatamente devido e pagável, juntamente com os respectivos juros incorridos; e no caso de qualquer evento a respeito da Devedora descrito no item 0 ou 0 desta Cláusula, o Credor automaticamente se recusar a fazer o Empréstimo e o valor não pago de principal do Empréstimo automaticamente for devido e pagável, juntamente com os respectivos juros incorridos, ocasião na qual os mesmos deverão ser automaticamente devidos e pagáveis, sem apresentação, demanda, protesto, ou outra notificação de qualquer tipo.
     
B. The remedies herein provided are cumulative and not exclusive of any remedies provided by law. The Borrower hereby waive presentment, diligence, demand, protest, and notice of non-payable or dishonor or any other notice which may be required with respect to any payment due hereunder.   B. As medidas protetoras estipuladas no presente instrumento são cumulativas e não exclusivas de quaisquer medidas protetoras estipuladas por lei. A Devedora, neste ato, renuncia a apresentação, auditoria, demanda, protesto e notificação de não pagável ou de recusa de aceitação ou qualquer outra notificação que possa ser exigida a respeito de qualquer pagamento devido nos termos do presente instrumento.
     
C. After the occurrence of any Event of Default and, to the extent applicable, compliance with acceleration provisions in Section Erro! Fonte de referência não encontrada..A, the Lender shall apply the proceeds received from any source (including, without limitation, any disposition or realization of collateral, sale of assets, foreclosure or otherwise), together with any other monies at the time held by the Lender under the provisions of the Loan Documents, after deducting all costs and expenses effectively incurred by   C. Após a ocorrência de qualquer Evento de Inadimplemento e, na medida em que aplicável, a conformidade com as disposições de antecipação na Cláusula Erro! Fonte de referência não encontrada..A, a Credor aplicará as receitas recebidas de qualquer fonte (incluindo, sem limitação, qualquer disposição ou realização de garantia real, venda de ativos, execução de hipoteca ou de outro modo), juntamente com quaisquer outras quantias na ocasião detidas pelo Credor nos termos das

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LOAN AGREEMENTCONTRATO DE MÚTUO
the Lender in connection with any collection, sale or other enforcement action (including, without limitation, reasonable counsel fees and expenses) as follows and in the following order:   disposições dos Documentos do Empréstimo, após deduzir todos os custos e despesas efetivamente incorridos pelo Credor com relação a qualquer cobrança, venda ou outra ação de execução (incluindo, sem limitação, honorários e despesas advocatícios razoáveis) conforme seguem e na seguinte ordem:
     
(i) to the payment of any fees and disbursements then due and owing to the Lender hereunder;   (i) ao pagamento de quaisquer taxas e desembolsos então vencidos e devidos ao Credor nos termos do presente instrumento;
     
(ii) to payment in full of the amounts due under the Loan Documents, first to the payment of interest due and second to the repayment of the outstanding principal amount of this Agreement; and   (ii) ao pagamento integral das quantias devidas nos termos dos Documentos do Empréstimo, primeiramente ao pagamento dos juros devidos e em segundo lugar à amortização da quantia do principal pendente do presente Contrato; e
     
(iii) the remainder, if any, shall be payable to the Borrower.   (iii) o remanescente, se houver, será pagável à Devedora.
     
12. EXPENSES: LIMITATION OF LIABILITY OF LENDER.   12. DESPESAS; LIMITAÇÃO DE RESPONSABILIDADE DO CREDOR.
A. Whether or not the Borrower draws down the Loan, the Borrower shall reimburse the Lender: (i) for all costs and expenses (including legal fees) reasonably incurred by it and previously approved by the Borrower in connection with the negotiation, preparation, printing and execution of this Agreement and (ii) for all expenses of enforcement and/or collection, including reasonable legal fees, costs and disbursements of counsel, in case of default of any payment when due under the Loan Documents or the principal of or interest on the Loan or any other sum that may be due hereunder.   A. Quer a Devedora saque ou não o Empréstimo, a Devedora deverá reembolsar o Credor: por: (i) todos os custos e despesas (inclusive honorários advocatícios) razoavelmente incorridos por ela a respeito da negociação e previamente aprovadas pela devedora, preparação, impressão e assinatura do presente Contrato e por todas as despesas de execução e/ou cobrança, inclusive honorários, custos e (ii) desembolsos advocatícios razoáveis, no caso de inadimplemento de qualquer pagamento no vencimento nos termos dos Documentos do Empréstimo ou o principal ou os juros do Empréstimo ou

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LOAN AGREEMENTCONTRATO DE MÚTUO
    qualquer outra quantia que vier a ser devida nos termos deste instrumento.
     
B. Neither the Lender nor any of its officers, employees or agents shall be liable to the Borrower for, and the Borrower hereby waives any claims against the Lender arising from, or losses damages, and expenses incurred by reason of, the Lender’s failure to Loan funds pursuant to a requested drawdown hereunder as a result of funds not being available to the Lender.   B. Nem o Credor nem nenhum de seus diretores, funcionários ou agentes serão responsáveis perante a Devedora e esta, neste ato, renuncia a quaisquer reivindicações contra o Credor advindas de, ou de indenizações por perdas e despesas incorridas em razão da falha do Credor para financiar o Empréstimo em conformidade com um saque solicitado nos termos do presente instrumento em decorrência de os fundos não estarem disponíveis ao Credor.
     
13. APPLICABLE LAW AND JURISDICTION. PROCESS AGENT.   13. LEIS APLICÁVEIS E JURISDIÇÃO AGENTE DE CITAÇÃO.
     
A. GOVERNING LAW. THIS AGREEMENT HAS BEEN NEGOTIATED PREPARED AND DELIVERED IN THE STATE OF NEW YORK. THE PARTIES HERETO EXPRESSLY AGREE THAT THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, UNITED STATES OF AMERICA, WITHOUT GIVING EFFECT TO THE PRINCIPLES OF CONFLICT OF LAWS THEREOF.   A. LEIS APLICÁVEIS. O PRESENTE CONTRATO FOI NEGOCIADO, PREPARADO E ENTREGUE NO ESTADO DE NOVA YORK. AS PARTES CONTRATANTES CONCORDAM EXPRESSAMENTE QUE ESTE CONTRATO DEVERÁ SER REGIDO E INTERPRETADO DE ACORDO COM AS LEIS DO ESTADO DE NOVA YORK, ESTADOS UNIDOS DA AMÉRICA, SEM FAZER VIGORAR OS RESPECTIVOS PRINCÍPIOS DE CONFLITO DE LEIS.
     
B. JURISDICTION. ANY LEGAL ACTION OR PROCEEDING AGAINST THE BORROWER WITH RESPECT TO THIS AGREEMENT, THE LOAN, THE NOTE, OR ANY OTHER DOCUMENTATION EXECUTED BY THE BORROWER IN CONNECTION HEREWITH MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK AND/OR THE U.S FEDERAL COURTS IN SUCH STATE AT THE ELECTION OF THE LENDER. BORROWER HEREBY ACCEPT AND IRREVOCABLY SUBMIT TO THE JURISDICTION OF SUCH COURTS FOR THE PURPOSE OF ANY SUCH ACTION OR PROCEEDING. BORROWER HEREBY   B. JURISDIÇÃO. QUALQUER AÇÃO OU PROCESSO JUDICIAL CONTRA A DEVEDORA A RESPEITO DESTE INSTRUMENTO, O EMPRÉSTIMO, A PROMISSÓRIA, OU QUALQUER OUTRA DOCUMENTAÇÃO ASSINADA PELA DEVEDORA A RESPEITO DESTE INSTRUMENTO PODERÁ SER MOVIDO NOS TRIBUNAIS DO ESTADO DE NOVA YORK E/OU NOS JUÍZOS FEDERAIS DE PRIMEIRA INSTÂNCIA NESSE ESTADO, A CRITÉRIO DO CREDOR. A DEVEDORA, NESTE ATO, ACEITA E SE SUBMETE IRREVOGAVELMENTE À JURISDIÇÃO DESSES TRIBUNAIS PARA O FIM DE

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LOAN AGREEMENTCONTRATO DE MÚTUO
IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS UPON IT IN SUCH PROCEEDING BY MAILING COPIES THEREOF BY REGISTERED MAIL TO ITS ADDRESS AS SPECIFIED HEREIN OR IN ANY OTHER MANNER PERMITTED BY LAW. FAILURE OF BORROWER TO RECEIVE SERVICE OF PROCESS IN ANY SUCH PROCEEDING SHALL NOT AFFECT THE VALIDITY OF SUCH SERVICE OR ANY JUDGMENT BASED THEREON.   QUALQUER REFERIDA AÇÃO OU PROCESSO. A DEVEDORA, NESTE ATO, CONSENTE IRREVOGAVELMENTE COM A ENTREGA DE CITAÇÃO A ELA NESSE PROCESSO POR MEIO DO ENVIO DAS RESPECTIVAS CÓPIAS POR CARTA REGISTRADA AO SEU ENDEREÇO, CONFORME ESPECIFICADO NESTE INSTRUMENTO OU DE QUALQUER OUTRA FORMA PERMITIDA POR LEI. A OMISSÃO DA DEVEDORA EM RECEBER CITAÇÃO EM QUALQUER REFERIDO PROCESSO NÃO DEVERÁ AFETAR A VALIDADE DESSA ENTREGA OU QUALQUER SENTENÇA COM BASE NA MESMA.
     
C. PROCESS AGENT. FOR THE PURPOSE OF PROCEEDINGS IN THE COURTS OF THE STATE OF NEW YORK AND THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, THE BORROWER HEREBY IRREVOCABLY DESIGNATES THE PROCESS AGENT (AS SET OUT IN THE PREAMBLE) TO ACCEPT ON BEHALF OF THE BORROWER SERVICE OF ANY AND ALL PROCESS OR OTHER DOCUMENTS WHICH MAY BE SERVED IN ANY ACTION OR PROCEEDING IN ANY OF SUCH COURTS, AND THAT SERVICE IN SUCH MANNER SHALL, TO THE FULLEST EXTENT PERMITTED BY LAW, BE DEEMED EFFECTIVE SERVICE OF PROCESS UPON IT IN ANY SUCH SUIT, ACTION OR PROCEEDING. IN THE EVENT THAT THE INITIAL OR ANY SUCCESSOR PROCESS AGENT SHALL CEASE TO REPRESENT THE BORROWER, THE BORROWER SHALL PROMPTLY AND IRREVOCABLY DESIGNATE A SUCCESSOR IN NEW YORK CITY, NEW YORK (WHICH APPOINTMENT THE SUCCESSOR PROCESS AGENT MUST ACCEPT IN WRITING PRIOR TO THE TERMINATION FOR ANY REASON OF THE APPOINTMENT   C. AGENTE DE CITAÇÃO. PARA OS FINS DOS PROCESSOS NOS TRIBUNAIS DO ESTADO DE NOVA YORK E NO JUÍZO FEDERAL DE PRIMEIRA INSTÂNCIA DO DISTRITO SUL DE NOVA YORK, A DEVEDORA, NESTE ATO, DESIGNAM IRREVOGAVELMENTE O AGENTE DE CITAÇÃO (CONFORME PREVISTO NO PREÂMBULO) PARA ACEITAR, EM NOME DA DEVEDORA, A ENTREGA DE TODOS E QUAISQUER CITAÇÕES OR OUTROS DOCUMENTOS QUE VIEREM A SER ENTREGUES EM QUALQUER AÇÃO OU PROCESSO EM QUALQUER DESSES TRIBUNAIS, E QUE A ENTREGA DESSA FORMA, NA MÁXIMA MEDIDA PERMITIDA POR LEI, SERÁ CONSIDERADA UMA ENTREGA DE CITAÇÃO VÁLIDA A ELA EM QUALQUER REFERIDA AÇÃO, PROCESSO OU PROCEDIMENTO. NO CASO DE O AGENTE DE CITAÇÃO INICIAL OU QUALQUER AGENTE DE CITAÇÃO SUCESSOR DEIXAR DE REPRESENTAR A DEVEDORA, A DEVEDORA DEVERÁ IMEDIATA E IRREVOGAVELMENTE DESIGNAR UM SUCESSOR NA CIDADE DE NOVA YORK, NOVA YORK (NOMEAÇÃO ESSA QUE O AGENTE DE CITAÇÃO SUCESSOR DEVERÁ ACEITAR POR ESCRITO ANTES DO TÉRMINO, POR

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LOAN AGREEMENTCONTRATO DE MÚTUO
OF THE THEN CURRENT PROCESS AGENT).   QUALQUER MOTIVO, DA NOMEAÇÃO DO AGENTE DE CITAÇÃO EM EXERCÍCIO NA ÉPOCA).
     
14. DATA PROTECTION   14. PRIVACIDADE E PROTEÇÃO DE DADOS
     
A. The Parties expressly agree to comply with all applicable legislation on information security, privacy and data protection, including (Always when applicable) the Brazilian Federal Law n. 13.709/2018 (“LGPD”) and the Civil Rights Law of New York State.   A. As Partes se comprometem a cumprir toda a legislação aplicável sobre segurança da informação, privacidade e proteção de dados, inclusive (sempre quando aplicáveis) a Lei Federal Brasileira n.º 13.709/2018 (“LGPD”) e a Lei de Direitos Civis do Estado de Nova York.
     
B. The Parties expressly agree to process personal data that they share with each other in order to fulfill purposes previously established between the Parties and related to this Agreement , and the data processing shall last as long as necessary to fulfill this Agreement or legal/regulatory obligations to which Parties are subject.   B. As partes comprometem-se a tratar dados pessoais que venham a compartilhar uma com a outra para cumprir finalidades estabelecidas previamente entre as Partes e relacionada ao presente contrato, devendo o tratamento de dados durar o tempo necessário para o cumprimento do Contrato ou de obrigações legais/regulatórias às quais as Partes estejam sujeitas.
     
C. The Parties ensures that it does not know the existence of any laws in its countries or location of origin which, in the moment of the conclusion of this Agreement have any substantial adverse effect on the obligations undertaken here, and will inform each other immediately in case it takes notice of any laws or regulations in this sense.   C. As Partes garantem que não conhecem a existência de quaisquer leis de seu país ou localidade de origem que no momento da celebração deste Instrumento tenham um efeito adverso substancial sobre as obrigações aqui assumidas e irão informar uma a outra imediatamente caso tomem conhecimento de qualquer Lei ou regulamentação nesse sentido a que esteja sujeito.
     
D. The Parties expressly agree that in the event of Internacional data transfer, they will apply to the processing all security, technical and organizational measures necessary to ensure the integrity, confidentiality and availability of personal data transferred.   D. As Partes declaram que na hipótese de realizarem transferência internacional de Dados, aplicarão ao tratamento todas as medidas de segurança, técnicas e organizacionais necessária as garantir a integridade, confidencialidade e

44 

LOAN AGREEMENTCONTRATO DE MÚTUO
    disponibilidade dos dados pessoais transferidos.
     
E. The Parties expressly agree not to share with third parties any personal data processed as a result of this Agreement, unless it is an essential requirement for the performance of this Agreement, and shall maintain an up-to-date list of all person, agents, or third parties involved in the data processing operations, and guarantee and document that whoever receives the Personal Data assumes the same obligations applicable to the Parties regarding the fulfillment of this Agreement, the Brazilian laws, the American Laws and the laws from the country where it is located which refer to the data protection (always when applicable).   E. As Partes se comprometem a não compartilhar com terceiros dados pessoais tratados em razão da presente relação contratual, a menos que seja requisito essencial para a execução do contrato, devendo manter uma relação atualizada de todas as pessoas, agentes ou terceiros envolvidos nas operações de tratamento de dados, bem como garantir e documentar que tais terceiros assumem as mesmas obrigações aplicáveis às partes no que diz respeito ao cumprimento deste Contrato, das leis brasileiras, das leis americanas e das leis do país onde estiver localizada e que se referirem a proteção de dados (sempre quando aplicáveis).
     
F. In case of conflict between the conditions established in this Agreement and any other provisions previously agreed between the Parties referring to the Personal Data Processing, the provisions of this Agreement must prevail.   F. Em caso de conflito entre as condições estabelecidas neste Contrato e qualquer outra disposição previamente acordada entre as Partes referente ao tratamento de Dados Pessoais, as disposições do Contrato deverão prevalecer.
     
G. Despite any contrary provision, the obligations of the Parties related to Data Protection shall remain in effect for as long as they process personal data provided under this Agreement, even if the binding relationships established between the Parties have expired.   G. Não obstante qualquer disposição em contrário, as obrigações das Partes relacionadas a Proteção de Dados permanecerão em vigor enquanto realizarem o tratamento de dados pessoais obtidos em razão deste Contrato, mesmo se as relações obrigacionais estabelecidas entre as Partes tiverem expirado.
     
15. MISCELLANEOUS.   15. DISPOSIÇÕES DIVERSAS.
     
A. Waiver. No failure on the part of the Lender to exercise, and no delay in exercising, any right, power, or privilege under the Loan Documents shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or   A. Renúncia. Nenhuma falha por parte do Credor em exercer e não retardar em exercer qualquer direito, poder ou privilégio nos termos dos Documentos do Empréstimo operará como uma renúncia disso, nem qualquer exercício único ou

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LOAN AGREEMENTCONTRATO DE MÚTUO
privilege under the Loan Documents preclude any other or further exercise thereof or the exercise of any other right, power or privilege.   parcial de qualquer direito, poder ou privilégio nos termos dos Documentos do Empréstimo impedirá qualquer outro exercício ou exercício posterior deste instrumento ou o exercício de qualquer outro direito, poder ou privilégio.
     
B. Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given (i) in the case of fax messages, when acknowledged explicitly and (ii) in the case of letters or cables, when received. Each notice given hereunder to any party hereto shall be addressed to such party at its address given in Table I – Lender and Table II – Borrower.   B. Notificações. Todas as notificações e outras comunicações nos termos deste instrumento serão por escrito e consideradas terem sido entregues (i) no caso de mensagens eletrônicas, quando reconhecidas pelo destinatário e (ii) no caso de cartas ou mensagens eletrônicas, quando recebidas. Cada notificação entregue nos termos deste instrumento a qualquer parte contratante será endereçada a essa parte em seu endereço constante na Tabela I – Credor e Tabela II – Devedora.
     
C. Assignments, Participations. The Lender may at any time sell, assign, transfer, negotiate, grant participation in, or otherwise dispose of its rights under the Loan Documents without the consent of Borrower. Borrower may not assign or transfer any of its rights or obligations hereunder without the express prior written consents of the Lender.   C. Cessões, Participações. O Credor pode em qualquer ocasião vender, ceder, transferir, negociar, conceder participação ou de outro modo dispor de seus direitos nos termos dos Documentos do Empréstimo sem a anuência da Devedora. Esta não pode ceder ou transferir nenhum de seus direitos ou obrigações nos termos deste instrumento sem a expressa anuência prévia por escrito do Credor.
     
D. Amendments, Etc. No amendment or waiver of any provision of any Loan Document nor any consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Lender, Borrower and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.   D. Aditamentos, Etc. Nenhum aditamento ou renúncia de qualquer disposição de qualquer documento de Empréstimo nem nenhum consentimento a qualquer divergência pela Devedora disso, em nenhum evento será efetivo a menos que isso seja por escrito e firmado pelo Credor e pela Devedora, e, então, essa renúncia ou consentimento será efetivo somente no exemplo específico e para a finalidade específica para a qual foi dada.
     
E. Modifications. No modification or waiver of any provision of the Loan   E. Modificações. Nenhuma modificação ou renúncia de qualquer disposição dos

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LOAN AGREEMENTCONTRATO DE MÚTUO
Documents, and no consents to any departure by Borrower therefrom, shall be effective unless the same shall be in writing signed by the Lender.   Documentos do Empréstimo, e nenhuma anuência de qualquer divergência pela Devedora disso, serão efetivas a menos que sejam por escrito firmadas pelo Credor.
     
F. Severability. Every provision of the Loan Documents is intended to be severable, and if any term or provision hereof shall be invalid, illegal, or unenforceable for any reason, the validity, legality, and enforceability of the remaining provisions hereof shall not be affected or impaired thereby, and any invalidity, illegality, or unenforceability in any jurisdiction shall not affect the validity, legality, or enforceability of any such term or provision in any other jurisdiction.   F. Independência das Disposições Contratuais. Cada disposição dos Documentos do Empréstimo é destinada a ser independente, e se qualquer termo ou disposição deste instrumento for inválido, ilegal ou inexequível por qualquer razão, a validade, legalidade e exequibilidade das suas disposições remanescentes não serão afetadas ou prejudicadas por isso, e qualquer invalidade, ilegalidade ou inexequibilidade em qualquer jurisdição não afetará a validade, legalidade ou exequibilidade de qualquer referido termo ou disposição em qualquer outra jurisdição.
     
G. Controlling Language. This Agreement is being executed in English and Portuguese. Should there be any differences in interpretation of this Agreement, English shall be binding and controlling language for all matters relating to the meaning, interpretation or enforcement of this Agreement.   G. Língua. Este Contrato é celebrado em Português e Inglês. Havendo divergência entre as versões, prevalecerá a versão em inglês, para todas as questões relacionadas com significado, a interpretação ou aplicação do presente Contrato.
     
H. Survival of Representations and Warranties; Survival of Agreement. All covenants, agreements, warranties and representations made herein shall survive the execution hereof and shall inure to the benefit of the respective successors and assigns of the Lender.   H. Subsistência de Declarações e Garantias; Subsistência de Contrato. Todas as avenças, acordos, garantias e declarações feitas no presente instrumento subsistirão à sua assinatura e perdurarão para o benefício dos respectivos sucessores e cessionários do Credor.
     
I. Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one and the same Agreement.   I. Vias. O presente Contrato pode ser firmado em diversas vias, cada uma das quais será considerada um original e todas, quando tomadas juntas, constituirão um e o mesmo Contrato.

 

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J. Entire Agreement. This Agreement contains the entire understanding of and supersedes all prior agreements, written and verbal, between the Lender, the Borrower with respect to the subject matter hereof and shall not be modified except in writing executed by the parties hereto.   J. Acordo Integral. O presente Contrato contém o entendimento integral e substitui todos os acordos anteriores, verbais e por escrito, entre o Credor e a Devedora a respeito de seu objeto e não será modificado exceto por escrito, firmado pelas partes contratantes.
     
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers or agents thereunto duly authorized as of the date first written above.   EM TESTEMUNHO DO QUÊ, as partes contratantes providenciaram para que o presente Contrato fosse assinado por seus respectivos diretores ou agentes devidamente autorizados para tanto na data primeiro prevista acima.

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LOAN AGREEMENTCONTRATO DE MÚTUO
SIGNATURE PAGE   PÁGINA DE ASSINATURA
     
     
Loan Agreement   Contrato de Empréstimo
     
     
BANCO BRADESCO S.A., Grand Cayman Branch (The Lender)   BANCO BRADESCO S.A., Grand Cayman Branch (O Credor)

 

 

By/Por: /s/ Leandro Almeida Althmann   By/Por: /s/ Cristiane de Cassia Echeguren Campos
  Name/Nome:     Name/Nome:
  Title/Cargo:     Title/Cargo:

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LOAN AGREEMENTCONTRATO DE MÚTUO
SIGNATURE PAGE   PÁGINA DE ASSINATURA
     
     
Loan Agreement   Contrato de Empréstimo
     
     
MINERACAO APOENA S.A (The Borrower)   MINERACAO APOENA S.A (A Devedora)

 

 

By/Por: /s/ Simone Pereira Goncalves   By/Por: /s/ Frederico Izaias Silva
  Name/Nome:     Name/Nome:
  Title/Cargo:     Title/Cargo:

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LOAN AGREEMENTCONTRATO DE MÚTUO
SIGNATURE PAGE   PÁGINA DE ASSINATURA
     
     
Loan Agreement   Contrato de Empréstimo
     
     
Dated as of December 17th, 2024   Datado de 17 de dezembro de 2024
     
     
WITNESSES
                                 (The Witnesses)
  TESTEMUNHAS
                                 ((As Testemunhas)

 

 

By/Por: /s/ Aline Aquino de Freitas   By/Por: /s/ Luciana Vasconcellos de Azevedo Ramos
  Name/Nome:     Name/Nome:
  Title/Cargo:     Title/Cargo:

 

51 

Exhibit 10.10

 

 

 

Free English Translation

 

Simple Credit Agreement Dollars

 

(Cover)

 

 

PARTIES

 

A) THE BANK: BANCO SANTANDER México, SA, INSTITUClON DE BANCA MULTIPLE, GRUPO FINANCIERO SANTANDER

 

REPRESENTED BY: JUAN ELIAS MORENO SANTOS AND JESUS ALEJANDRO WONG GONZALEZ

 

B) NATIONALITY:  MEXICAN MATRIMONIAL REGIME DOES NOT APPLY
REPRESENTED BY: HENRIQUE RANGEL DA SILVA RODRIGUES

 

C) THE JOINT OBLIGOR(S), AND / OR GUARANTOR(S) NATIONALITY MATRIMONIAL PROPERTY REGIME REPRESENTED BY:
NOT APPLICABLE NOT APPLICABLE NOT APPLICABLE NOT APPLICABLE
       
       
       
       
       
       
       
       
       

 

CREDIT

AMOUNT OF THE CREDIT (number and letter): $37,000,000.00    (THIRTY SEVEN MILLION DOLLARS 00/100 USD).
STRUCTURE (number and letter): $462,500.00 (FOUR HUNDRED AND SIXTY TWO THOUSAND AND FIVE HUNDRED DOLLARS 00/100 USD) COMMISSION FOR ADVANCE PAYMENTS):
COMMISSION FOR ADVANCE PAYMENTS (number and letter): Not Applicable
OTHER COMMISSIONS (specify type and amount) Not Applicable

 

DESTINATION

TERM OFCREDIT: 36 MONTHS DAYS:
NOT APPLICABLE
CREDIT MATURITY DATE:
14/08/2027

TERMS OF DISPOSITION:

180 DAYS MAXIMUM

 
DISPOSITION AND CHARGE DEPOSIT ACCOUNT   82500899983
BANK ACCOUNT IN FOREIGN FINANCE ENTITY:    JP MORGAN CHASE BANK 400047144 ABA 021000021 SWIFT BMSXMXMMXXX

 

WARRANTY

 GARMENT  GUARANTEE  OTHER (specify)
TRUSTS ESTABLISHED IN THE CLAUSES OF THE CONTRACT  

 

SPECIAL CONDITIONS

TRUSTS ESTABLISHED IN THE CLAUSES OF THE CONTRACT  

LEVERAGE RATIO FINANCIAL LIABILITIES: NET PROFIT/EBITDA LESS THAN OR EQUAL TO 1.50

 

ADDRESSES

A) THE BANK
BLVD. JOSE SARMIENTO 1515, X7 TORRE INSIGNIA 5TH FLOOR COL., X7 RANCHO DE PENA, SALTILLO COAHUILA, X7 C.P. 25210
 
B) THE BORROWER
BLVD. LUIS DONALDO COLOSIO 5560, X7 LOCAL l7 COL., X7 TORRECILLAS Y RAMONES., X7 SALTILLO COAHUILA, X7 C.P. 25298
 
C) THE JOINT OBLIGOR(S) AND/OR GUARANTOR(S)
NOT APPLICABLE

 

 

BLVD. JOSE SARMIENTO 1515, TORRE INSIGNIA PISO 5 COL., RANCHO DE PEŇA, SALTILLO COAHUILA, C.P. 25210 PLACE AND DATE OF SIGNATURE OF THE AGREEMENT
NOT APPLICABLE SALTILLO COAHUILA, AUGUST 14, 2024

 

THE BORROWER AND/OR JOINT OBLIGOR(S) AND/OR GUARANTOR(S), AFTER READING THE DOCUMENTS RELATED TO THE CONTRACTED LOAN, X4 DECLARE(S) TO BE FULLY AWARE OF THE TERMS AND CONDITIONS AGREED UPON IN THIS DOCUMENT, X4 WHICH THEY RATIFY AND WHICH FORMS AN INTEGRAL PART OF THE CONTRACT THEY HAVE ENTERED INTO WITH THE BANK AND OF WHICH THEY HAVE RECEIVED A COPY OF THE RESPECTIVE CONTRACT, X4. SIGN THIS DOCUMENT AS PROOF OF DELIVERY, X4 READING AND CONFORMITY.

 

THE BORROWER
/S/ HENRIQUE RANGEL DA SILVA RODRIGUES
ARANZAZU HOLDING S.A DE CV. REPRESENTED BY HENRIQUE RANGEL DA SILVA RODRIGUES
NAME AND SIGNATURE

 

THE JOINT OBLIGATORS AND/OR GUARANTORS CHARACTER IN WHICH THEY APPEAR
NOT APPLICABLE  
   
NAME AND SIGNATURE  

 

LEGAL REPRESENTATIVES OF THE BANK
/S/ JUAN ELIAS MORENO SANTOS /S/ JESUS ALEJANDRO WONG GONZALEZ
JUAN ELIAS MORENO SANTOS JESUS ALEJANDRO WONG GONZALEZ
NAME AND SIGNATURE

 

 

Simple Credit

Agreement Dollars

 

 

SIMPLE CREDIT OPENING AGREEMENT ENTERED INTO BY AND BETWEEN BANCO SANTANDER MÉXICO, S.A., INSTITUCION DE BANCA MULTIPLE, GRUPO FINANCIERO SANTANDER MÉXICO, HEREINAFTER REFERRED TO AS THE "BANK", ON THE ONE HAND, AND THE PERSON(S) WHOSE NAME(S) APPEARS ON THE FACE HEREOF, HEREINAFTER REFERRED TO AS THE "BORROWER", AS APPLICABLE, ON THE OTHER HAND, IN ACCORDANCE WITH THE FOLLOWING REPRESENTATIONS AND COVENANTS:

 

DECLARATIONS

 

I. Declare the BANK, through its legal representatives that:

 

a)It is a corporation legally incorporated under Mexican law, authorized by the Ministry of Finance and Public Credit to act as a multiple banking institution.

 

b)Their representatives have the necessary powers to enter into this agreement, which have not been revoked or limited in any way.

 

II. BORROWER declares that:

 

a)The information provided in the Credit Application is true. A Questionnaire of Basic Information and Declaration of Patrimonial Assets or Financial Statements for obtaining the Credit object of the present contract has been delivered to the BANK, knowing the content of article 112 of the Law of Credit Institutions.

 

b)The assets owned by it are free of any additional encumbrances other than those indicated in the Statement of Assets or Financial Statements, which could affect the fulfillment of the obligations contracted under this contract.

 

c)The resources it will use to comply with the payment obligations it assumes vis-à-vis the BANK under the terms of this contract are of lawful origin.

 

d)The BANK has made you aware of the contents of this agreement and of all the documents to be executed, the charges, commissions and expenses generated by its execution.

 

e)IN CASE OF BEING A CORPORATE PERSON, it is a company legally constituted in accordance with Mexican law and registered in the corresponding Public Registry. The representative(s) is (are) duly empowered to enter into this agreement, as well as to bind it in the terms hereof, evidenced by the documents detailed in the Legal Opinion which shall form an integral part of the Credit file maintained by the BANK and whose content for the purposes of this agreement is deemed to be reproduced as if it were inserted. The representative(s) declare(s) under oath that the powers with which they sign this agreement have not been revoked or modified in any way.

 

IN CASE OF BEING A FIXED PERSON, it is his/her will to enter into this contract, that he/she has the necessary legal capacity to do so, as well as that his/her nationality, marital status and business activity, if any, correspond to what is indicated in the document referred to in the FIRST clause of this contract and which contains the particular characteristics of the Credit. If appearing through a representative(s), he/she/they declare under oath that his/her/their powers have not been revoked or modified in any way.

 

f)Neither itself, (in the case of being a legal entity), nor its shareholders, partners or associates, whether direct or indirect, nor its subsidiaries and/or affiliated companies as of the date of signature of this Agreement, are on any list of persons blocked or sanctioned in accordance with Mexican or international regulations regarding anti-corruption, prevention of operations with resources of illicit origin and/or financing of terrorism.

 

g)You are aware that the BANK is subject to the laws and regulations regarding anti-corruption, prevention of transactions with resources of illicit origin and financing of terrorism, and therefore must comply with any obligation derived from such regulations or any instruction issued by the competent authorities. In this regard, the BANK shall not be liable for any contractual non-compliance derived from instructions issued by the competent authorities or from the applicable Mexican or international regulations.

 

h)You are aware and agree that the BANK (according to the corporate sanctions policy and in compliance with the applicable regulations) does not carry out operations with certain countries and that you may consult the updated list of such countries with the corresponding account executive.

 

i)The BANK made it known that the contracting of any operation or service that the parties perform under this instrument is not conditioned to the contracting of another operation or service; notwithstanding the foregoing, the BANK may offer products and services related to the contracted product, which the BORROWER may freely contract, in the understanding that it is an undeniable right of the BORROWER to contract these with a third party.
j)Prior to the signing of this Agreement, the BORROWER obtained from the professional, firm or firm of its choice the advice and support regarding the scope, consequences, procedures, implications and general legal, economic, financial and/or any other type of issues regarding the "SOFR" reference rate applicable to this Agreement, implications and in general legal, economic, financial and/or any other type of issues regarding the "SOFR" reference rate applicable to this Contract, therefore, the BORROWER declares that he/she knows and understands the scope of said reference rate, as well as its applicable calculation methodologies, and therefore, the BORROWER hereby releases the BANK from any liability it may incur related to the application of the "SOFR" reference rate for this contract.

 

III. The BANK and the BORROWER declare that.

 

When required for the operation of the contracted product or service, upon delivery and reading of the Annex "Terms and Conditions of the Associated Attribute", the BANK grants to the BORROWER as an attribute of the product in question, an account without cost, through which he/she may make payments or dispose of the resources related to the contracted service, at the teller window of the BANK's branches, which may be subsequently used through the services that the BANK maintains available under the terms of the applicable legal provisions.

 

Said account shall not generate the payment of commissions payable by the BORROWER nor shall it have any associated means of disposition or additional service to those mentioned in the preceding paragraph and may be cancelled at any time by the BORROWER. In the latter case, the BORROWER shall exercise the rights directly at the BANK's branches and shall comply with its obligations at the place of payment agreed upon; therefore, all references made to the Account shall be understood as referring to this form of exercise.

 

In the event that the BORROWER has contracted a demand deposit account with the BANK, he/she may expressly instruct the BANK to associate it with the contracted product or service, indicating the Account number and other identification data of the same in the forms established by the BANK for such purpose. It is understood that the BORROWER may disassociate the Account at any time.

 

The account granted by the BANK or the one indicated by the BORROWER, as the case may be, shall be referred to hereinafter for the purposes of this instrument as the Account.

 

CLAUSES

 

FIRST. PURPOSE AND AMOUNT OF THE CREDIT. By virtue of the present contract, the BANK grants to the BORROWER a simple Credit in US Dollars - hereinafter the Credit - up to the amount of $37,000,000.00 (US THIRTY SEVEN MILLION DOLLARS THE LEGAL CURRENCY OF THE UNITED STATES OF AMERICA), or the amount that appears in the document that contains the particular characteristics of the Credit document, hereinafter the Cover Page, that duly signed by the parties is an integral part of the present contract. The amount of the Credit shall not include commissions, interest and expenses to be covered by the BORROWER in connection with this agreement.

 

The BORROWER shall pay to the BANK the commission indicated on the face of this instrument, plus Value Added Tax, calculated on the amount of the Credit and payable at the time of signing this contract.

 

SECOND. PURPOSE. The purpose of the Credit will be for payment of liabilities and support to working capital, which has been specified in the Title Page of the present contract, being the BORROWER obliged to give exact fulfillment to the authorized purpose.

 

 

 

 

THIRD. TERM OF THE CREDIT. The term of the Credit shall be 36 (THIRTY SIX) MONTHS, as specified in the Title Page of this agreement, counted from the date of signature of this agreement. Notwithstanding the foregoing, the BANK may apply the provisions of clause THIRTEENTH for the provisions made under the terms of this agreement.

 

In the event that the BORROWER has entered into a Derivative Financial Transaction with the BANK under a Master Agreement for Derivative Financial Transactions, for the purpose of hedging the Interest Rate and/or the exchange rate of this Agreement, and the latter is terminated early due to any of the events set forth in the CAUSES FOR EARLY TERMINATION clause of this Agreement, the BORROWER agrees to terminate the Derivative Financial Transaction to the satisfaction of Banco Santander in the event that the latter so requires.

 

FOURTH. DISPOSITION of the CREDIT. The BORROWER may dispose of the amount of the Credit in one or more installments, which must be made within 180 (ONE HUNDRED EIGHTY) days following the signing of this agreement, in accordance with the disposition term established for such purpose in the Cover Page of this agreement and upon delivery to the BANK at the address indicated by the latter for the purposes of this agreement, of a duly signed request for disposition.

 

The drawdown(s) of the Credit shall be made under the following drawdown rules:

 

First Drawdown. The BORROWER may make the first drawdown of the Credit up to the amount of $15,000,000.00 (US FIFTEEN MILLION AND 0/100 DOLLARS).

 

Second and subsequent drawdowns. The BORROWER may make the second and subsequent drawdowns of the Credit only until it provides, to the satisfaction of the BANK, the Mineral Purchase and Sale Agreement signed by Aranzazu Holding, S.A. de C.V. and Trafigura México, S.A. de C.V.; with a term from at least January of the year 2025 to December of the year 2027.

 

In no case may the drawdown or drawdowns made by the BORROWER exceed the drawdown period indicated in the first paragraph of this clause, nor may they exceed the term of this Credit.

 

All requests for drawdown shall be made in accordance with the terms of the document that shall form an integral part of this instrument as APPENDIX "A". The sum of the amounts expressed in the drawdown requests, as well as the term of each one of them that the BORROWER delivers to the BANK in accordance with this clause, may never exceed the amount and term of the Credit.

 

It is the BANK's power to make available the funds requested under the terms of this agreement and in the event that the BANK exercises such power, it shall make the deposit in the Account indicated for such purpose in the Title Page of this agreement.

 

For the purposes of this agreement, the parties agree that any drawdown request shall be subject to the agreement of the BANK under the terms set forth in the same document indicated as Exhibit "A". The drawdown(s) of the Credit shall be verified by means of the deposit made by the BANK of the amount appearing in the respective drawdown request, in the Account specified in the Cover Page of this agreement and which the BANK maintains with the BORROWER. In the statement of account, it shall not be necessary to indicate the amount of such crediting.

 

The drawdown(s) of the Credit made by the BORROWER under this agreement shall be documented by means of the accounting entries made by the BANK; therefore, the parties agree that the BANK's accounting and/or the account statements referred to in this clause shall be full proof of each drawdown of the Credit made by the BORROWER, so that as of the date on which the BANK credits the Account of the BORROWER, the amount requested shall be paid into the Account of the BORROWER in the amount requested, under the terms and conditions agreed upon, it shall be understood that the BORROWER has drawn down the Credit up to the amount of the amounts deposited under the terms of this agreement.

 

FIFTH. ORDINARY INTEREST. The BORROWER agrees to pay to the BANK, without prior notice, ordinary interest on unpaid balances, payable and computed for "Interest Periods" when due, at a rate equal to the result of adding to the "SOFR Rate", or such rate as may be substituted for it in accordance with the provisions of this clause, the number of additional points established in each drawdown request. In any case, the request(s) for disposition made under this agreement shall be made in accordance with the terms of the document signed by the parties identified as Exhibit "A", which shall form an integral part of this Agreement.

Ordinary interest will be payable on the day following the last day of each "Interest Period". Likewise, the calculation of interest will be made using the procedure of calendar days elapsed, on the basis of a three hundred and sixty day year, closing the calculation of the rate to ten thousandths.

 

The BORROWER agrees that the BANK may increase the Ordinary Interest Rate set forth herein by up to 1.5 percentage points over the rate that has been agreed upon in each one of the Disposition requests; in the event that the BORROWER fails to comply with its obligations, agreed upon in paragraphs C) and D) of the clause denominated OBLIGATIONS TO DO, of the present instrument; said increase shall subsist until the guarantees are incorporated in the terms set forth in the present contract.

 

For the purposes of this instrument, the following definitions shall apply:

 

"Interest Day" means each calendar day which forms part of an Interest Period or in respect of which ordinary or default interest is to be calculated under this Agreement for any reason whatsoever.

 

"Business Day(s)" means all days, except Saturdays and Sundays, on which the offices and branches of credit institutions are required to be open, in accordance with the calendar published annually by the National Banking and Securities Commission in the Official Gazette of the Federation.

 

"U.S. Business Day(s)" means all business days except Saturday, Sunday and U.S. holidays on which banks and stock exchanges are scheduled to be closed.

 

"SOFR Business Day" means any day except Saturdays, Sundays or days on which the Securities Industry and Financial Markets Association recommends that the fixed income units of its members be closed for the day for purposes of trading in U.S. securities.

 

"Interest Payment Date" means that ordinary interest will be payable on the day following the last day of each "Interest Period".

 

"Interest Period" means the period for the computation of interest on each of the drawdowns of the Credit based on which the interest accrued on the unpaid balance of the Credit will be calculated, it being understood that the initial "Interest Period" will begin on the day on which each drawdown of the Credit is made and will end on the day before the same numbered day of the following month (or the month or number of months indicated for such purpose in the drawdown request) and each subsequent "Interest Period" will begin on the day following the last day of the "Interest Period", unless the number of days of the period is indicated) and each subsequent "Interest Period" shall commence on the day following the last day of the "Interest Period" which has elapsed and shall end on the day preceding the same numbered day of the following month (or such month or number of months as may be indicated in the request for drawdown, unless the number of days of the period is indicated).

 

SOFR Rate" means the interest rate calculated in accordance with one of the market methodologies set forth in Exhibit "A" to this Agreement in accordance with the following:

 

a)“Daily SOFR" means the "Secured Overnight Financing Rate", which is the daily interest rate published by the Federal Reserve Bank of New York (or its successor) through the Federal Reserve Bank of New York's official website http://www.newyorkfed.org or such successor website.

 

b)"Term SOFR Rate" means, for each Interest Period, the CME Term SOFR Reference Rates issued on the basis of the Secured Overnight Financing Rate published two (2) SOFR Business Days prior to the beginning of the relevant Interest Period by [CME Group Benchmark Administration Limited (CBA)], as the administrator of such benchmark on the website (CME Group Inc., currently https://www.cmegroup.com/market-data/cme-group-benchmark- administration/term-sofr.html) or its successor.

 

 

 

 

c)"Average SOFR Rate" means, for each Interest Period, the interest rate in annual terms (SOFR Averages) published two (2) SOFR Business Days prior to the beginning of the relevant Interest Period, generated on the basis of the Secured Overnight Financing Rate published daily by the Federal Reserve Bank of New York as the administrator of such indicator (or its successor) through the official website of the Federal Reserve Bank of New York currently averages-and-index or such successor website as may be substituted therefor.The "Secured Overnight Financing Rate" is published daily by the Federal Reserve Bank of New York as the administrator of that indicator (or its successor) through the Federal Reserve Bank of New York's official web site at https://www.newyorkfed.org/markets/reference-rates/sofr- averages-and-index or its successor.

 

Market data is proprietary to Chicago Mercantile Exchange Inc. or as applicable, its licensors. All rights are reserved or licensed by Chicago Mercantile Exchange Inc.

 

"Interest Rate" means the "SOFR Rate" or the "Substitute Rate" in accordance with the provisions of this Clause, plus additional points.

 

In the event that the "SOFR Rate" ceases to be considered the reference rate applicable to ordinary and/or default interest, or, being the same, there is any update that differs from the provisions of this agreement, the rate expressly announced by the Federal Reserve Bank of New York will be taken as the substitute rate or the update of the same. In the event that the "SOFR Rate" has disappeared without the Federal Reserve Bank of New York expressly announcing the rate that replaces it, the rate that is representative of the market will be applied as the substitute rate.

 

In the event of the occurrence of the event mentioned in the preceding paragraph, the BORROWER hereby expressly accepts and agrees that the contracted reference rate shall be substituted, by means of a simple notification, in the understanding that the BANK shall notify the BORROWER and, if applicable, the JOINT OBLIGOR(S) and/or the GUARANTOR(S). Said notification shall be made in the terms set forth in the preceding paragraph, and to the JOINT OBLIGOR(S) and/or the GUARANTOR(S) of the new rate or the update thereof, said notification shall be made in the terms referred to in clause TWENTY-FIRST of this Agreement or through electronic means.

 

In the event that the BORROWER does not agree with the application of the "Substitute Rate", it may request the termination of this agreement up to one day prior to the effective date of the substitution of the "SOFR Rate" as the "Interest Rate", without any liability on its part. The BORROWER and, if applicable, the JOINT OBLIGOR(S) and/or GUARANTOR(S) shall be obligated to pay any debt that at the date of the termination request had been generated under this contract, under the conditions prior to the modifications that have been communicated to it.

 

In the event that the termination of the agreement is not requested or the payment of the debts generated thereunder has not been made, the substitution of the "Interest Rate" and the additional points applicable to such "Interest Rate" shall become effective automatically on the date communicated by the BANK, in which case the parties consent to the adjustment in the value of the "Interest Rate" recognizing that such change may have an impact on the "Interest Rate" applicable to the Credit subject of this agreement.

 

SIXTH. DEFAULT INTEREST. In the event of default in the timely payment of amounts corresponding to the principal amount of the Credit, the BANK will pay the BORROWER default interest on the overdue principal at an interest rate equal to the result of multiplying the "Interest Rate" determined and updated in accordance with the provisions of this instrument, by the Default Factor indicated in each drawdown request, in the understanding that the default interest will be generated during the entire time the default lasts.

 

SEVENTH. AMORTIZATIONS. The BORROWER agrees to pay the BANK the amount of each drawdown of the Credit in accordance with the amortization schedule attached to each drawdown request. The BORROWER shall subscribe to an amortization schedule for each drawdown. Said schedule shall be in substantially the same terms as the one attached hereto as Exhibit "B".

 

EIGHTH. ADVANCE PAYMENTS. The BORROWER may make advance payments on account of principal without the authorization of the BANK, it being understood that all advance payments must be made on the date on which any amortization is due and for amounts corresponding to the amount indicated for each of the amortizations, or whole multiples thereof, in accordance with the provisions of clause SEVENTH of this agreement. The prepayments will be applied in accordance with the provisions of clause NINTH below, except for the principal, in which case they will be applied in inverse order to their maturity.

THE BANK may charge a fee for prepayments. The percentage of this fee shall be specified in the Schedule of this contract and shall in no case exceed 5% (five percent) of the unpaid balance of the Credit at the time of prepayment.

 

In the event that by October 1st of the year 2024, the BANK has not been provided, to its full satisfaction, with the Mineral Purchase and Sale Agreement to be signed by Aranzazu Holding, S.A de CV. and Trafigura México, S.A. de CV. with a term from at least January of the year 2025 to December of the year 2027, the BORROWER acknowledges and accepts that the BANK may instruct the Trustee that administers the Administration Trust and alternate source of payment identified with number 2460466-0, to transfer the totality of the existing resources in the trust assets, for the total payment and the anticipated liquidation, to the full extent and scope of this Credit, an instruction that acknowledges that the BORROWER acknowledges that it is in the exclusive power of the BANK, without requiring any communication, instruction or authorization of any kind. It is understood that the payments received by the BANK from the Trustee shall be applied in accordance with this clause to the fullest extent and scope.

 

NINTH. PAYMENTS IN GENERAL. The sums that the BORROWER delivers to the BANK shall be applied to satisfy the amount of the categories derived from the obligations set forth in this agreement, in the exact order specified below: contributions, expenses, costs, fees, commissions, late payment interest, ordinary interest and the remainder of the principal.

 

In the event that the date on which the BORROWER must make any payment under this agreement is an ineligible day, the BORROWER shall make such payment on the immediately following "Eligible Day", it being understood that: (a) the respective extension shall be taken into consideration for the purpose of calculating the corresponding interest and (b) the days corresponding to such extension shall not be counted for purposes of the following "Interest Period".

 

In the case of interest, such interest shall be paid without deduction and free of any taxes, duties, contributions, charges, deductions or withholdings of any nature whatsoever imposed or levied at any time by any authority. In the event that any deduction is required by applicable law, as aforesaid, then the BORROWER shall pay to the BANK such additional amounts as may be necessary so that the net amounts received by the BANK are equal to the gross amounts agreed upon.

 

TENTH. PLACE OF PAYMENT. All payments to be made by the BORROWER to the BANK under this agreement shall be made without prior demand or collection at the following address: a) at 4 New York Plaza, floor 15, New York, New York, 10004, U.S.A.; or b) at such other place as the BANK may direct the BORROWER in writing and in due time in advance; prior to the date of payment.U.S.A.; or c) at such other place as the BANK may direct to the BORROWER in writing and in due time before 11:00 (eleven) a.m. (New York, U.S.A. time) on the day payment is to be made.

 

Notwithstanding the foregoing, the BORROWER may make the payment to the BANK by means of a transfer of funds to the account that the BANK maintains in a foreign financial institution and that is indicated in the Schedule.

 

For purposes of the transfer, the corresponding payment shall be deemed to have been made provided that the BORROWER delivers to THE BANK, no later than 11:00 a.m. on the day the payment is due, a copy of the deposit slip or of the document that reliably evidences the transfer of the funds.

 

 

 

 

 

ELEVENTH. AUTHORIZATION TO DEBIT THE ACCOUNT OF THE BORROWER. The BORROWER agrees to make the payment of the amounts due b) to the BANK under this agreement, at the place of payment indicated in the preceding clause, without the necessity of prior demand or collection.

 

Notwithstanding the foregoing, the BORROWER hereby authorizes the BANK to debit the Account held by the BANK for the BORROWER and specified in the Cover Page of this agreement, without prior demand or collection, the amounts owed to the BANK by virtue of this agreement.

 

The stipulation referred to in the preceding paragraph shall remain in force and shall be applicable to any other account that the BANK may assign to the BORROWER in substitution of the one described herein.

 

Notwithstanding the foregoing, it is hereby expressly agreed that even if the BANK for any reason does not charge the funds required to apply them to the payment of any amount derived d) from the Credit, the obligation of the BORROWER to pay at the addresses of the BANK stipulated in this agreement shall remain in force.

 

Notwithstanding the foregoing and the other payment obligations set forth in this Agreement, the BORROWER and/or the JOINT OBLIGOR(S) and/or GUARANTOR(S), to the extent permitted by law, irrevocably instruct and authorize the BANK to f) carry out the following: (i) debit any account of the BORROWER and/or the JOINT OBLIGOR(S) and the GUARANTOR(S), to the extent permitted by law; (ii) debit any account that the BORROWER and the JOINT OBLIGOR(S) and/or GUARANTOR(S) maintain with the BANK, including, but not limited to, savings, demand deposits and accounts, provisional, temporary or definitive accounts, and any other account that the BORROWER and/or the JOINT OBLIGOR(S) and/or GUARANTOR(S) maintain with the BANK, in order to offset against any account (including deposits and/or demand, savings, term, provisional or definitive accounts, investment accounts, whatever they may be or in any account they operate or will operate, ) held by the BORROWER and/or the JOINT OBLIGOR(S) and the GUARANTOR(S) with the BANK, any unpaid and past due debt under this Credit that the BANK has in its favor for any category, up to an amount equal to the amount of the past due and unpaid amount to the BANK, without the need of any prior requirement, notice or demand, of any nature whatsoever.

 

The BANK shall notify the BORROWER and/or the JOINT OBLIGOR(S) and/or GUARANTOR(S), as soon as possible, of any charge or offset it may have made pursuant to the provisions of the preceding paragraph, recognizing the reduction of the debt resulting from such application of resources; it being understood that the lack of such notification shall not affect in any way the validity of such charge or offset. The rights of the BANK under this clause are in addition to any other rights the BANK may have under the terms of this Agreement and applicable law.

 

TWELFTH. ASSIGNMENT. In the terms of Article 299 of the General Law of Credit Instruments and Operations, the BANK is authorized to assign, discount, endorse or in any other way negotiate, totally or partially and even before its maturity, the rights of the Credit granted herein.

 

For its part, the BORROWER and, if applicable, the Joint Obligor(s) and/or Guarantor(s) may not assign their rights or obligations under this agreement.

 

THIRTEENTH. TERMINATION OR RESTRICTION OF THE AGREEMENT. The parties agree that the BANK is authorized to restrict the amount of the Credit or the term to make use of the same, or both at the same time, as well as to terminate this agreement at any time, by means of a simple written communication addressed to the BORROWER, being consequently limited or extinguished, as the case may be, the right of the latter to make use of the undrawn balance. The foregoing, in accordance with the provisions of Article 294 of the General Law of Credit Instruments and Operations.

 

FOURTEENTH. EARLY TERMINATION. The BANK may terminate the term of the Credit in advance, as well as the term for the payment of the benefits payable by the BORROWER and immediately demand the total amount of the Credit, its interest and other consequences and contractual and legal accessories that may be applicable, the term being extinguished the term to make new provisions under this contract and, in particular, if the BORROWER fails to comply with any of the obligations under this contract:

a)If the BORROWER fails to make in full one or more of the payments it is obliged to make in connection with the Credit granted, whether they are principal, interest, ancillary fees or any combination of such items.

 

b)If the BORROWER fails to comply with any of the obligations stipulated in this instrument, including the special conditions set forth in the Title Page of this Agreement, or with the payment obligations contained in any other instrument in which it is debtor, joint obligor, guarantor, guarantor, or issuer of bonds and/or certificates, whether in domestic or international markets, including any condition derived from such contractual relationships.

 

c)If any other credit or loan granted by the BANK to the BORROWER, or in general, if any obligation of the BORROWER with any of the entities belonging to the BANK's financial group or with any other financial creditor, is terminated in advance.

 

d)If any obligation that the BORROWER has with any non-financial creditor is terminated in advance.

 

e)If the Account referred to in clause ELEVENTH of this agreement is seized or otherwise affected, with a term of FIVE (5) business days for the payment of the amounts owed to the BANK for the outstanding balance, interest and ancillary fees.

 

f)If the BORROWER faces conflicts or situations of a judicial, administrative, fiscal or any other nature that, in the BANK's opinion, affect its payment capacity.

 

g)If a proceeding is initiated by or against the BORROWER for the purpose of declaring the BORROWER(s) in bankruptcy or creditor's reorganization proceedings, as the case may be.

 

h)For proving falsehood, inaccuracy or concealment in the data provided to the BANK with respect to the information statements made in this Agreement or the documentation submitted by the BORROWER, respectively, prior to the authorization or granting of the Credit or during its term, or if, in the BANK's judgment, there are elements or indications of possible falsehood or concealment in the data and information provided to the BANK. In the event that inaccurate information is submitted, the BORROWER, as the case may be, shall have a period of FIVE (5) working days to correct the corresponding errors and, upon expiration of such period, the Credit shall be deemed to have expired under the terms of this Clause.

 

i)If the persons holding the shares or parts of capital stock of any legal entity that participates in this agreement as the BORROWER dispose of, encumber or in any way transfer or affect the shares or parts of capital stock of such persons, or if the persons holding such shares or parts of capital stock of the BORROWER lose the possibility of appointing directors or general managers or influence their decision making, without prior written consent of the BANK.

 

j)If the shares or partnership interests mentioned in the immediately preceding paragraph are seized or expropriated by any third party or judicial, administrative or labor authority.

 

k)If the guarantees stipulated in clause SIXTEENTH of this contract are not timely constituted in the terms set forth therein.

 

l)If the BORROWER enters into any extrajudicial agreement with its creditors, which implies unavailability of its assets or total or partial assignment thereof; as well as seizure or administrative intervention or judicial administration of all or part of the assets of BORROWER.

 

m)If the BORROWER guarantees or allows debts to be guaranteed through the constitution of mortgages, pledges or any other charges, encumbrances or guarantees on all or part of its property, rights, assets or income, both current and future, or extends or renews existing guarantees in favor of third parties, or act as guarantors, joint obligors or sureties outside the ordinary course of its business, except with the prior written consent of the BANK.

 

n)If the BORROWER merges, splits or is absorbed by another entity, initiates liquidation proceedings or is substantially modified, or enters into a state of dissolution, is liquidated or ceases its business activity.

 

o)When having been requested by the BANK, by any method, to provide updated economic or solvency data, any documentation and/or reasonable information related to its financial condition or operations, including (but not limited to) financial statements, balance sheets, accounting statements, as well as information and documentation evidencing the application of the resources of the Credit that are in the custody of the BANK, and the aforementioned have not provided them within thirty (30) days of the date of the request. The BANK is also required to provide information and documentation evidencing the application of the resources of the Credit that are in the custody of the BORROWER, and the aforementioned have not provided them within thirty (30) calendar days following the date of the request or, if applicable, if the BANK has evidence or proof of the lack of authenticity of the information provided.

 

 

 

 

p)When the BORROWER disposes of, encumbers, rents or assigns under any legal title, representing at least 20% (twenty percent) or more of its outstanding assets at the time the Credit is granted, other than those corresponding to the ordinary course of its operations.

 

In the event that the alienation takes place in a compulsory expropriation, execution or enforcement proceeding, the BORROWER hereby undertakes to allocate to the payment of the debts owed to the BANK, the amounts received as indemnities and considerations related to such proceedings, delivering the excess amount to whoever has rights to the same, all of the foregoing being without prejudice to the unlimited personal liability of the BORROWER.

 

q)When after the date of signature of this document, the performance of the operations, the exercise of the rights or the fulfillment of the obligations that the BANK assumes in terms of this agreement, imply that the BANK ceases to be subject to the legal provisions applicable to it.

 

r)If the BORROWER or any other party to this Agreement appears on any list of persons blocked or sanctioned in accordance with Mexican or international regulations on anti-corruption, prevention of operations with resources of illicit origin and/or financing of terrorism, in which case the BANK may terminate this Agreement in advance and, as dictated by such regulations, block any disposition of resources that the BORROWER wishes to make with respect to the Credit and/or if the BORROWER attempts, channels or facilitates transactions with the sanctioned countries in violation of the BANK's corporate sanctions policy and/or the applicable regulations issued by the financial authority, through the use of any of its accounts (not exclusively those related to the present contract) currently held with the BANK.

 

s)If within 5 (five) business days following the day of knowledge thereof, the BORROWER fails to notify the BANK of any lawsuit, action or judicial, arbitration, administrative or any other type of proceeding, including environmental, fiscal or any other type of conflict affecting its ability to pay in the BANK's judgment, the notification must be made by means of a certificate signed by an officer with the necessary powers of the BORROWER, describing the nature of such pending action, lawsuit or proceeding, as well as additional information, and the measures that have been taken or that are intended to be taken in this respect, attaching a copy of the corresponding lawsuit.

 

t)If the BORROWER does not carry out all the necessary acts in order to perfect and maintain in force the present Contract, in addition to any applicable guarantee document, in accordance with the terms set forth in this Contract.

 

u)If the BORROWER fails to comply with any of the Applicable Laws or requirements of any Governmental Authority.

 

v)In all other cases in which, in accordance with the Law, the fulfillment of term obligations becomes due in advance.

 

w)If the BORROWER within a term not to exceed 60 SIXTY calendar days, counted as of the date of signature of this instrument: does not certify to the BANK that it has (have) executed and registered before the corresponding Public Registry of Property and Commerce, the Amending Agreement(s) to the Guarantee Trust (F/9491), in which Banco Monex, Sociedad Anonima, Institucion de Banca Multiple, Monex Grupo Financiero, as Trustee; Banco Santander México, S.A, as First Place Trustee; Aranzazu Holding, S.A de C.V. as Trustor and Second Place Trustee; in order to incorporate this Credit within the instruments guaranteed with the patrimony of said Trust.

 

x)If the BORROWER contracts financial liabilities without the prior written authorization of the BANK.

 

y)If the BORROWER fails to comply with the Obligations referred to in the Clause called OBLIGATIONS TO DO, of this contract.

 

z)If the BORROWER, no later than October 1st of the year 2024, does not provide to the BANK's satisfaction the Mineral Purchase and Sale Agreement to be signed by Aranzazu Holding, S.A de C.V. and Trafigura México, S.A. de C.V.; with a term from at least the month of January of the year 2025 to the month of December of the year 2027.

Whatever the case and in the event of any of the aforementioned events, the BORROWER shall be obliged to pay the BANK the amount of the outstanding balance, including accrued interest and commissions, calculated up to the date on which payment is actually made, as well as expenses and any other concept accrued contractually or legally.

 

In the event that the BORROWER has entered into a Derivative Financial Transaction with the BANK under a Master Agreement for Derivative Financial Transactions, in accordance with the provisions of the second paragraph of Clause THIRD, and this Agreement is terminated early due to any of the events set forth in this clause, the BORROWER agrees to terminate the Derivative Financial Transaction, in the event that the BANK so requires and, if applicable, to pay the Bank the corresponding amounts in accordance with the provisions of this clause, the BORROWER agrees to terminate the Derivative Financial Transaction, in the event that the latter so requires and, if applicable, to pay the Bank the corresponding amounts in accordance with the aforementioned Master Agreement for Derivative Financial Transactions.

 

FOURTEENTH BIS.- OBLIGATIONS TO DO. During the term of this instrument and until the amounts to be paid by the BORROWER to the BANK, as a consequence of this Credit Agreement, are fully covered, the BORROWER is obligated to do the following:

 

A)

 

i)Maintain a Liquidity Ratio (Current Assets/Current Liabilities): NOT APPLICABLE.

 

ii)Maintain a leverage ratio:

 

a)Total Liabilities/Stockholders' Equity: NOT APPLICABLE.

 

b)Net Financial Liabilities/EBITDA: Less than or equal to 1.5 one point five.

 

c)EBITDA/Financial Expenses: Greater than or equal to 5.0.

 

EBITDA = Operating Income + Depreciation + Amortization.

 

Net Financial Liabilities = Financial Liabilities - Cash (Cash and Temporary Investments). Financial Liabilities = Liabilities without cost.

 

B) Deliver to the BANK before the 45 FORTY-FIVE calendar days following each quarter, Quarterly Internal Financial Statements for each period, duly signed by Legal Representative, as well as the operating or market information requested by the BANK.

 

C) To certify to the BANK within a term not to exceed 60 SIXTY calendar days, counted as of the date of signature of this instrument; that it (they) has (have) executed and registered before the corresponding Public Registry of Property and Commerce, the Modifying Agreement (s) to the Guarantee Trust (F/9491), in which Banco Monex, Sociedad Anonima, lnstitucion de Banca Multiple, Monex Grupo Financiero, as Trustee; Banco Santander México, S. A., as First Place Trustee; Aranzazu Holding, S.A. de C.V. as Trustor and Second Place Trustee: in order to incorporate the Trust in the Second Place Trustee; in order to incorporate this Credit within the instruments guaranteed with the patrimony of said Trust.

 

If after the 60 SIXTY calendar days indicated in the previous paragraph, the BORROWER has not incorporated the corresponding guarantees, the BORROWER accepts that the BANK may increase the Ordinary Interest Rate indicated in the clause called Ordinary Interest, up to 1.5 percentage points over the rate that has been agreed upon in each one of the Disposition requests; said increase will subsist until the guarantees are incorporated in the terms indicated in the present contract.

 

D) The BORROWER may not contract financial liabilities without the prior written authorization of the BANK.

 

E) Deliver to the BANK within 120 (one hundred and twenty) calendar days following the close of each fiscal year, with fiscal close being understood as the last day of the calendar year (December 31 of each year); a complete copy of its unaudited and audited Financial Statements, including: Balance Sheet, Income Statement and Statement of Source and Application of Resources, audited by an independent firm or auditor.

 

F) Deliver to the BANK a Quarterly Operations Report within 45 (forty-five) calendar days following the close of each Quarter, which must include at least the following: production values, sales values, prices, operations, costs and comments regarding any deviation from expected results, as well as an update of any variation between actual and budgeted capital expenditures, as well as any other relevant information requested by the BANK to be included.

 

 

 

 

G) The BORROWER agrees and undertakes to subordinate all current and future accounts payable with AURA MINERALS, INC. and/or any other related party, to this Credit, so that the payment of this financing will always have preference over any of the aforementioned accounts and the BORROWER shall not cover such accounts without having previously covered the debts it has with the BANK.

 

H) The BORROWER, no later than October 1st first of the year 2024, shall provide to the BANK's satisfaction the Mineral Purchase and Sale Agreement to be signed by Aranzazu Holding, S.A de CV. and Trafigura México, S.A. de C.V.; with a term at least January of the year 2025 to December of the year 2027.

 

FIFTEENTH. SURVEILLANCE. The BANK shall at all times have the right to supervise that the amount of the Credit is used for the purposes indicated in this agreement and may designate a person to oversee the exact compliance with the obligations of the BORROWER. In the accounting aspect, the BANK is authorized to order audits to be carried out with the periodicity it deems pertinent, performed by auditors appointed by the BANK. The BORROWER agrees to deliver to the BANK all data or documents requested in connection with the authority granted to the BANK under this clause.

 

SIXTEENTH. ADDITIONAL GUARANTEES. The BANK reserves the right to request to its entire satisfaction and in writing to the BORROWER, the constitution of additional guarantees, when in the BANK's judgment the general market conditions or the financial capacity of the BORROWER so require, and the BORROWER shall be obliged to constitute such guarantees in the terms generally used by the BANK to guarantee the obligations derived from contracts of the same nature as the one being subscribed.

 

SEVENTEENTH. ADMINISTRATIVE EXPENSES FOR NONCOMPLIANCE. The parties agree that in the event that the BORROWER requests a waiver from the BANK derived from an act that actualizes an event of default or an act that due to its future performance would give rise to a breach of any of the conditions set forth in this Credit Agreement (whether or not it implies a modification agreement to the Credit Agreement), the BANK may charge the BORROWER administrative expenses derived from the request submitted; therefore, the BORROWER shall pay the BANK the lesser of 0.10% (zero point ten percent) of the amount of the administrative expenses resulting from the request or the unpaid balance of the Credit on the date of application and US $10,000.00 (ten thousand and 0/100 US dollars). It is understood that the collection of such administrative expenses does not imply or will not imply a waiver by the BANK of its right to terminate the agreement in advance, depending on the seriousness of the default and the right to grant or not the waiver.

 

EIGHTEENTH CERTIFICATION. The parties agree that the statement of account of this instrument, certified by the accountant of the BANK together with this agreement shall be executory title and shall be full proof of the status of the indebtedness of the BORROWER for all legal purposes as provided in Article 68 of the Law of Credit Institutions.

 

NINETEENTH. ADDRESSES. All notices, notifications and in general any communication to be made by the parties in relation to this contract, including the summons in case of lawsuit and the place of payment as defined in clause TENTH, shall be made at the address that each of them has indicated and that appears on the Title Page of this document and, in any case, the notification shall be deemed to have been properly made when attempted at said address.

 

The BORROWER and, as the case may be, the JOINT OBLIGORS and the GUARANTORS may change the addresses indicated in this document, provided that the change takes place within the same town designated in this contract and that it is notified in writing at the address serialized by the BANK, which shall give its consent.

 

The BANK may change the address stated herein by publication in a local newspaper or by posting a notice at the BANK's address indicated on the face of this agreement.

 

TWENTIETH. COSTS AND EXPENSES. The BORROWER shall pay to the BANK the costs, commissions, fees, expenses and taxes derived from the preparation, drafting, execution and performance of this agreement, as well as any cost, fee, expense, commission or tax derived from the preparation, drafting, execution and performance of any other agreement or contract directly or indirectly related to the same.

In the event that the BORROWER fails to timely pay the amounts it is obligated to cover as provided in this agreement, the BANK may make the respective payments on behalf of the BORROWER with the understanding that such amounts shall generate late interest during the time elapsing between the date on which the BANK informs the BORROWER, by simple written communication, the amount to be paid and the date on which such amount is paid or reimbursed to the BANK.

 

The default interest referred to in this clause shall be calculated and determined in accordance with the provisions of clause SIXTH of this instrument.

 

TWENTY-FIRST. CREDIT REPORTS. The BORROWER, the JOINT OBLIGOR(S) and the GUARANTOR(S) authorize the BANK to provide and, if necessary, request information related to their equity situation and Credit operations to the credit information companies referred to in the Law to Regulate Credit Information Companies, as well as to the different financial entities that are members of Grupo Financiero Santander Mexico.

 

TWENTY-SECOND. TAXES. All amounts to be paid by the BORROWER for principal repayments of the provisions of the Credit, ordinary and default interest, commissions, expenses and costs and any other amount payable by the BORROWER to the BANK pursuant to the provisions of this agreement, by disposition of the Credit of funds coming from the BANK through its agencies or branches abroad shall be paid without deduction for and free of any taxes, contributions, withholdings, deductions, duties, charges or any other tax liability levied on such amounts (the "Taxes"), regardless of the currency and place of payment in which such amounts are due and payable. withholdings, deductions, duties, charges or any other tax liability on such amounts (the "Taxes") regardless of the currency and place of payment in which such amounts are due and payable.

 

All taxes shall be paid by the BORROWER from its equity no later than the date on which the corresponding taxes become due and payable. The BORROWER shall deliver to the BANK the corresponding withholding certificate at the time of payment of principal and interest.

 

In the event that the BORROWER is obligated to make any withholding on payments of principal, ordinary and delinquent interest, if any, commissions, expenses and costs and any other amount payable by the BORROWER to the BANK pursuant to this agreement for taxes or any other concept, and fails to do so or to deliver the withholding certificate in accordance with the terms of the preceding paragraph, the BORROWER shall pay to the BANK such additional amounts as may be required to ensure that the BANK receives the full amount that it would have received if such withholding had not been made.

 

The BORROWER shall release and hold the BANK harmless from any liability that the BANK may have or may incur for such taxes and undertakes to reimburse the BANK, at sight, any amount that the BANK may have had to collect for such categories in connection with the transactions contemplated in this agreement.

 

The parties also agree that the BORROWER assumes and shall assume the liabilities and damages derived from political risks, monetary restrictions, transfers and their costs, exchange commissions and other similar or any other monetary, fiscal or economic change, which may affect its obligations under this agreement in favor of the BANK, for which reason the BANK shall receive the amounts owed and their interest and commissions in full and without reductions or deductions, notwithstanding any change of circumstances.

 

TWENTY-THIRD. SUBTITLES. The BANK, the BORROWER and other parties to this agreement agree to subtitle each of the clauses of this agreement for identification purposes only, and therefore they shall not be used for the interpretation and performance of this agreement.

 

TWENTY FOURTH. RIGHTS OF THE BANK. The omission on the part of the BANK in the exercise of the rights provided for in this agreement shall in no case have the effect of or be understood as a waiver thereof; likewise, neither the singular nor partial exercise of any right derived from this agreement by the BANK shall exclude the possibility of exercising any other right, power or privilege.

 

TWENTY-FIFTH. APPLICABLE LAW. For all matters not provided for in this agreement or concerning the interpretation, compliance and execution of the obligations set forth herein, the parties expressly submit to the Law of Credit Institutions, the General Law of Credit Instruments and Transactions, the Code of Commerce and other applicable supplementary and complementary laws.

 

 

 

 

 

TWENTY SIXTH. JURISDICTION. In order to settle any controversy regarding the interpretation, compliance and execution of the provisions of this agreement, the parties expressly agree to submit to the laws and jurisdiction of the courts of Mexico City or those corresponding to the place where this agreement was signed according to what appears on the Title Page, at the BANK's election, and the BORROWER expressly waives any other jurisdiction that may correspond to it based on its present or future domiciles.

 

 

 

 

 

 

 

 

 

By signing this agreement you expressly consent to the following:

 

Banco Santander México, S.A., lnstitución de Banca Multiple, Grupo Financiero Santander México, having as its conventional address for the purposes related to this notice the address located at Av. Prolongación Paseo de la Reforma, number 500, Colonia Lomas de Santa Fe, C.P. 01219, in Mexico City. 01219, Mexico City, Mexico, informs you that your personal data will be protected in accordance with the provisions of the Federal Law on Protection of Personal Data Held by Private Parties as well as our privacy policy and that the processing of your data will be for the purpose, without limitation, to comply with the contractual obligations agreed between the parties, the performance of activities related to and derived from our corporate purpose, as well as for commercial and promotional purposes. You may consult our complete privacy notice at www.santander.com.mx.

 

THE BANK
BANCO SANTANDER MÉXICO, S.A.
Multiple Banking Institution
Grupo Financiero Santander México

THE BORROWER

   
/s/ JUAN ELIAS MORENO SANTOS /s/ HENRIQUE RANGEL DA SILVA RODRIGUES
   

/s/ JESUS ALEJANDRO WONG GONZALEZ

ARANZAZU HOLDING, S.A. DE C.V.
REPRESENTED BY:
HENRIQUE RANGEL DA SILVA RODRIGUES

 

THE BORROWER authorizes the BANK to carry out investigations on his/her credit behavior, who may do so by itself or through credit information companies and other individuals or legal entities that the BANK deems convenient. THE BORROWER declares to be aware of the nature and scope of the investigations which it hereby authorizes to be carried out.

 

/s/ HENRIQUE RANGEL DA SILVA RODRIGUES

 

ARANZAZU HOLDING, S.A. DE C.V.
REPRESENTED BY:
HENRIQUE RANGEL DA SILVA RODRIGUES

 

NAME AND SIGNATURE OF THE BORROWER

 

 

 

 

 

Exhibit 10.11

 

EXECUTION VERSION

 

 

PRIVATE AND CONFIDENTIAL

 

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[***]”.

 

Share Purchase Agreement

 

relating to the sale and purchase of Mineração Serra Grande SA

 

Dated                    2 June    2025

 

AngloGold South America Limited

 

And

 

Cascar Do Brasil Mineracao Ltda.

 

And

 

Aura Minerals Inc.

 

 

 

 

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[***]”.

 

Table of Contents

 

Contents Page
     
1 Interpretation 1
     
2 Sale and Purchase of the Shares 12
     
3 Consideration 12
     
4 Conditions 13
     
5 Signing Deliverables 13
     
6 Pre-Closing 14
     
7 Tailing Storage Facility Treatment 16
     
8 Closing 17
     
9 Post-Closing Adjustments 19
     
10 Warranties 20
     
11 Limitation of Liability 22
     
12 Claims 27
     
13 Seller’s Indemnification 28
     
14 Confidentiality 29
     
15 Insurance 31
     
16 Purchaser’s Guarantee 31
     
17 Other Provisions 32
     
Schedule 1 The Company
     
Schedule 2 The Properties (Clause 1.1)
     
Schedule 3 Mining Licences
     
Schedule 4 Environmental and Tailing Storage Facility Indemnity
     
Schedule 5 Closing Obligations (Clause 8)
     
Schedule 6 Part 1 Closing Statement (Clause 9)
     

 

i

 

 

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[***]”.

 

Part 2 Form of Closing Statement (Clause 9)  
     
Schedule 7 Warranties given by the Seller under Clause 10.1  
     
Schedule 8 Warranties given by the Purchaser under Clause 10.3  
     
Schedule 9 Deferred Consideration Agreement  
     
Schedule 10 Part A Tailing Storage Facility Decharacterisation Budget  
     
Part B Tailing Storage Facility Decharacterisation Technical Specifications  
     
Schedule 11 Release of Guarantees  
     
Schedule 12 CEMIG PPA  
     
Schedule 13 Conditions  
     
Schedule 14 Tailing Storage Facility Treatment  
     
Schedule 15 Conduct of Third Party Claims  
     
Schedule 16 Seller’s Indemnification  
     
Schedule 17 Tax Related Matters  
     
Schedule 18 Transferred Mining Licences  
     
Schedule 19 Backoffice and/or support activities  

 

ii

 

 

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[***]”.

 

Share Purchase Agreement

 

This Agreement is made on                                2025

 

between:

 

(1)AngloGold South America Limited a company incorporated in British Virgin Islands whose registered office is at Commerce House Wickhams Cay 1, PO BOX 3140, Road Town, Tortola, VG1110, British Virgin Islands (the “Seller”);

 

(2)Cascar Do Brasil Mineracao Ltda., a company incorporated in Brazil whose registered office is at Fazenda São Francisco, s/n, Rodovia Br 226, Km 150, Zona Rural, Município de Currais Novos, Rio Grande do Norte, Zip Code 59.380-000, registered under CNPJ n. 08.859.671/0001-14 (the “Purchaser”); and

 

(3)Aura Minerals Inc. a company incorporated in British Virgin Islands whose registered office is at Craigmuir Chambers Road Town, Tortola, VG1110, British Virgin Islands (the “Purchaser’s Guarantor”),

 

(together referred to as the “Parties”).

 

Whereas:

 

(A)The Seller has agreed to sell (or procure the sale of) the Shares (as defined below) and to assume the obligations imposed on the Seller under this Agreement.

 

(B)The Purchaser has agreed to purchase, or procure the purchase by an Affiliate of, the Shares and to assume, or to procure the assumption by an Affiliate of, the obligations imposed on the Purchaser under this Agreement, provided that where the Shares are purchased by an Affiliate, such Affiliate is incorporated and tax resident in Brazil.

 

It is agreed as follows:

 

1Interpretation

 

In this Agreement, unless the context otherwise requires, the provisions in this Clause 1 apply:

 

1.1Definitions

 

Accounts” means the audited accounts of the Company (including the statement of financial position, income statement and statement of comprehensive income, statement of cash flows and the notes) as at, and for the twelve month period ended on, the Accounts Date;

 

Accounts Date” means 31 December 2024;

 

Active Monitoring Stage” means the monitoring of the Tailing Storage Facility for the minimum period of two years (or as extended) pursuant to Article 2, item VIII, sub-item “d.1” of ANM Resolution No. 95/2022 and following completion of stages (1), (2) and (3) of the Tailing Storage Facility Decharacterisation;

 

Affiliate” means, in relation to any person, any subsidiary undertaking or parent undertaking of that person and any subsidiary undertaking of any such parent undertaking;

 

AGA” means AngloGold Ashanti plc;

 

1

 

 

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[***]”.

 

AGA Awards” means the restricted stock units, performance stock units, nil-cost options and/or nominal-cost options over the AGA Shares, as applicable, which have been granted to certain of the Company’s employees under the AGA Share Plans or any co-investment incentive plan or long-term incentive plan adopted by AGA’s shareholders pursuant and subject to the AGA Share Plans, which are outstanding on the date of this Agreement;

 

AGA Share Plans” means each of AGA’s (a) Deferred Share Plan and (b) Performance Share Plan, in each case, as described in Note 9 to Item 18 of AGA’s Annual Report on Form 20-F filed with the U.S. Securities and Exchange Commission on 15 April 2025;

 

AGA Shares” means common shares in the capital of AGA;

 

Agreed Terms” means, in relation to a document, such document in the terms agreed between the Seller, the Purchaser and the Purchaser’s Guarantor and signed for identification by or on behalf of the Seller, the Purchaser and the Purchaser’s Guarantor with such alterations as may be agreed in writing between the Seller, the Purchaser and the Purchaser’s Guarantor from time to time;

 

ANM” means the Brazilian National Mining Agency, or its successor;

 

ANM Resolution No. 95/2022” means Resolution No. 95, issued by the ANM on 7 February 2022, as amended (the Consolidated Regulatory Framework on Mining Dam Safety);

 

Base Working Capital” means US$[***];

 

Bid Amount” has the meaning given in Clause 3.1.1;

 

Brazil” means the Federative Republic of Brazil;

 

Business Day” means a day which is not a Saturday, a Sunday or a public holiday in England, Brazil or British Virgin Islands;

 

Business Warranties” means the warranties set out in schedule 7 (other than the Fundamental Warranties and the Tax Warranties) and “Business Warranty” means any one of them;

 

Business Warranty Claim” means a Claim by the Purchaser in respect of a Business Warranty;

 

Cash Balances” means cash in hand or credited to any account with a financial institution, including all interest accrued thereon, and cash equivalents as defined by applicable accounting standards (IFRS), excluding judicial deposits;

 

CG WHIT” has the meaning given in Paragraph 1.1.1 of Schedule 17;

 

CG WHIT Amount” means the amount notified by the Seller to the Purchaser to be withheld by the Purchaser (or the relevant representative thereof, as applicable) pursuant to Clause 17.9.6 [***];

 

[***]

 

CEMIG” means CEMIG Geração e Transmissão S.A. and Companhia Energética de Minas Gerais;

 

2

 

 

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[***]”.

 

CEMIG PPA” means the Power Purchase Agreement Contrato de Compra e Venda de Energia Elétrica) entered into on [***] among the Company, Anglogold Ashanti Córrego do Sítio Mineração S.A. and CEMIG, as amended from time to time;

 

CFEM” means Financial Compensation for Exploitation of Mineral Resources (“Compensação Financeira pela Exploração de Recursos Minerais”) provided under the Brazilian Federal Laws No. 7.990/1990 and 8.001/1990, regulated by applicable presidential decrees and NMA regulations;

 

Claim” means a claim against the Seller for breach of any of the Seller’s Warranties or a claim against the Seller in relation to a Specific Indemnity;

 

Closing” means the completion of the sale of the Shares pursuant to Clauses 8.1, 8.2 and 8.3 of this Agreement;

 

Closing Date” means the date on which Closing takes place;

 

Closing Statement” means the statement to be prepared, and agreed or determined, in accordance with Clause 9 and Schedule 6;

 

Company” means Mineração Serra Grande S.A., details of which are set out in paragraph 1 of Schedule 1;

 

Company’s Cash Balances” means the aggregate amount of the Cash Balances held by or on behalf of the Company at the Effective Time;

 

Conditions” means the Regulatory Condition, the Tailing Storage Facility Decharacterisation Condition, the MAC Condition, the Tailing Storage Facility Decharacterisation Condition and the MSG Subsidiaries Transfer Condition;

 

Confidentiality Agreement” means the confidentiality agreement dated 8 November 2024 between AngloGold Ashanti Holdings plc and the Purchaser’s Guarantor pursuant to which the Seller made available to the Purchaser certain confidential information relating to the Company;

 

Consideration” has the meaning given to it in Clause 3.1;

 

Contamination” has the meaning given to it in paragraph 1 of Schedule 4;

 

Data Room” means the electronic data room as at [***] containing documents and information relating to the Company made available by the Seller online at [***] and an index and USB of which has been annexed to the Disclosure Letter;

 

Deferred Consideration” has the meaning given to it in Clause 3.1.5;

 

Deferred Consideration Agreement” means the Net Smelter Returns Deferred Consideration Agreement in the Agreed Terms to be entered into at Closing, in the form attached in Schedule 9;

 

[***]

 

[***]

 

[***]

 

3

 

 

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[***]”.

 

Disclosure Letter” means the letter dated on the same date as this Agreement from the Seller to the Purchaser disclosing:

 

(i)information constituting exceptions to the Seller’s Warranties; and

 

(ii)details of other matters referred to in this Agreement;

 

Draft Closing Statement” has the meaning given to it in Clause 9.1;

 

Effective Time” means immediately before midnight on the Closing Date;

 

Employees” means the employees of the Company immediately prior to Closing (other than any specifically excluded by agreement with the Purchaser, including pursuant to Clause 17.1) and “Employee” means any one of them;

 

Employment Claim” means a claim or demand by a Retained Employee who has commenced employment with a member of the Seller’s Group following receipt of an offer pursuant to Clause 17.1 and which arises out of their previous employment with the Company;

 

Encumbrance” means any claim, charge, mortgage, lien, option, equitable right, power of sale, pledge, hypothecation, retention of title, right of pre-emption, right of first refusal or other third party right or security interest of any kind or an agreement, arrangement or obligation to create any of the foregoing;

 

Environment”, “Environmental Authority”, “Environmental Law” and “Environmental Permit” have the meanings given to them in paragraph 10.1 of Schedule 7;

 

Environmental Losses” has the meaning given to it in paragraph 1 of Schedule 4;

 

Estimated Cash” means the Seller’s reasonable estimate of the aggregate of the Company’s Cash Balances in US$ at the Effective Time;

 

Estimated Intra-Group Payables” means the Seller’s reasonable estimate of the Intra-Group Payables in US$;

 

Estimated Intra-Group Receivables” means the Seller’s reasonable estimate of the Intra-Group Receivables in US$;

 

Estimated Third Party Indebtedness” means the Seller’s reasonable estimate of the Third Party Indebtedness of the Company in US$;

 

Executive Project” means the technical and engineering project for the Tailing Storage Facility Decharacterisation, issued by the Company in the SIGBM on 7 May 2024, as further amended and revised from time to time, as reflected in the Tailing Storage Facility Decharacterisation Technical Specifications;

 

Failure Event” means an uncontrolled release of tailings and/or water from the Tailing Storage Facility that has a negative impact on health and safety and/or the Environment, including: (i) breach of licence conditions; (ii) regulatory penalties and/or fines; (iii) injury, permanent disability or loss of life among the public; (iv) injury, permanent disability, loss of life among employees and/or contractors, including occupational health issues; (v) significant impact on the local community; (vi) significant environmental impacts or damage to the Environment; (vii) economic losses to the region caused by significant impact on public infrastructure, transportation and community facilities; (viii) partial shutdown or closure of operations; (ix) criminal sanctions against the Company or individuals; or (x) significant economic and financial losses such as significant fines and class action lawsuits;

 

4

 

 

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[***]”.

 

Fairly Disclosed” means facts, matters or other information disclosed with sufficient detail as to enable a reasonable purchaser who carries on business in the mining sector to identify the nature, scope and impact of the fact, matter or information concerned;

 

Final Payment Date” means 10 Business Days after the date on which the process described in paragraph 3 of Part 1 of Schedule 6 for the agreement or determination of the Closing Statement is complete;

 

Fundamental Warranties” means the warranties set out in paragraphs 1, 2.1 and 9.2.1 of Schedule 7 and “Fundamental Warranty” means any one of them;

 

Fundamental Warranty Claim” means a Claim by the Purchaser in respect of a Fundamental Warranty;

 

[***]

 

Grant” means a grant of AGA Awards pursuant to an AGA Share Plan;

 

Hazardous Substances” has the meaning given to it in paragraph 10.1 of Schedule 7;

 

IFRS” means the International Financial Reporting Standards and related interpretations issued by the International Accounting Standards Board, as adopted by the United Kingdom;

 

Indebtedness” means, borrowings and loans with third parties (including financial leases), excluding (i) leasing all items treated as creditors as part of Working Capital, and (ii) all IFRS 16 leases;

 

Inspector” means a competent engineer of international standing in respect of tailing storage facilities, being [***] or if he is unavailable an equivalent geotechnical engineer to be elected by the Purchaser, acting reasonably;

 

Intra-Group Payables” means all outstanding loans or other financing liabilities or obligations (including, for the avoidance of doubt, interest accrued) owed by the Company to a member of the Seller’s Group as at the Effective Time as derived from the Closing Statement, but excluding any item which falls to be included in calculating the Company’s Cash Balances or the Third Party Indebtedness;

 

Intra-Group Receivables” means all outstanding loans or other financing liabilities or obligations (including, for the avoidance of doubt, interest accrued) owed by a member of the Seller’s Group to the Company as at the Effective Time as derived from the Closing Statement, but excluding any item which falls to be included in calculating the Company’s Cash Balances or the Third Party Indebtedness;

 

Long Stop Date” means the date that is six (6) months after (and excluding) the date of this Agreement or such other date as the Seller and the Purchaser may agree in writing;

 

Losses” means all losses, liabilities, costs (including legal costs and experts’ and consultants’ fees), charges, expenses, actions, proceedings, claims and demands;

 

MAC Condition” has the meaning given to it in Paragraph 1.4 of Schedule 13;

 

5

 

 

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[***]”.

 

Material Adverse Event” means any change, matter, event or circumstance which happens or is announced (or otherwise becomes known to the Purchaser or the Seller) after the date of this Agreement and before Closing, which has had, or is reasonably likely to have, a long-term material adverse effect, individually or in aggregate, on the business, operations, assets, liabilities or financial condition of the Company), but excluding any change, matter, event or circumstance or adverse effect (whether alone or in combination):

 

(i)in relation to changes or major disruptions to, or fluctuations, in stock markets, interest rates, exchange rates, commodity prices (including in relation to gold or demand for gold), financial, securities or other market conditions in the local, domestic or international financial markets (including prevailing interest rates) generally or other general economic conditions;

 

(ii)in relation to general economic, political, business, market, regulatory or financial conditions, or changes in such conditions applying in the gold mining industry;

 

(iii)in relation to any matter Fairly Disclosed in the Data Room, the Disclosure Letter, this Agreement or any other Transaction Document;

 

(iv)in relation to the announcement of the Proposed Transaction or the change in control of the Company resulting from the Proposed Transaction;

 

(v)in relation to compliance with this Agreement and/or any other Transaction Document;

 

(vi)in relation to the execution of the transactions contemplated by this Agreement or any other Transaction Document;

 

(vii)in relation to the satisfaction or waiver of a Condition;

 

(viii)agreed to, requested by, or consented to, in writing by the Purchaser or the Purchaser’s Guarantor or otherwise arises as a result of any action of the Purchaser or the Purchaser’s Guarantor or their Affiliates;

 

(ix)in relation to any industrial action, strike, lockout or other labour difficulty which in each case has an industry wide impact;

 

(x)in relation to any change in any law (including Tax laws and Tax rates, state royalties or state royalty rates) (whether such change has taken effect) or the judicial or administrative interpretation of any law, including its application or non-application, in each case excluding any law that solely relates to the Company or the assets of the Company;

 

(xi)in relation to any change in financial reporting standards, accounting policies, accounting standards or generally accepted accounting principles, including their application or non-application; or

 

(xii)in relation to the non-cash depreciation or amortisation of the Company in the ordinary course;

 

Mining Licences” means the licences, consents, concessions and other authorisations set out in Schedule 3;

 

MP Share” means one common share in the capital of the Company held by [***];

 

6

 

 

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[***]”.

 

MSG Subsidiaries” means:

 

(i)Mineração Morro Velho Ltda (CNPJ n° 22.931.299/0001-30) of Rua Enfermeiro José Caldeira, n° 7, sala 5, bairro Centro, CEP: 34.000-495;

 

(ii)Mineração Dorica Ltda (CNPJ n° 30.514.657/0001-38) of Rua Senador Milton Campos, nº 35, sala 607, Vila da Serra, CEP: 34006-050; and

 

(iii)Mineração Ribeirao dos Cristais Ltda (CNPJ n° 06.308.299/0001-22) of Rua Senador Milton Campos, n° 35, sala 606, Vila da Serra, CEP: 34006-050;

 

MSG Subsidiaries Transfer Condition” has the meaning given to it in Paragraph 1.3 of Schedule 13;

 

Participant” means an Employee who holds AGA Awards;

 

Passive Monitoring Stage” means any additional monitoring of the Tailing Storage Facility between the conclusion of the Active Monitoring Stage and the effective deregistration of the Tailing Storage Facility from the SIGBM, required pursuant to Article 2, item VIII, sub-item “d.2” of ANM Resolution No. 95/2022;

 

Payment Date” has the meaning given to it in the Deferred Consideration Agreement;

 

Payor” has the meaning given to it in the Deferred Consideration Agreement;

 

Properties” means the properties set out in Schedule 2 and “Property” means any one of them;

 

Proposed Transaction” means the proposed acquisition of the Shares;

 

Purchaser’s Disagreement Notice” has the meaning given to it in paragraph 3.3 of Schedule 6;

 

Purchaser’s Group” means the Purchaser and its holding companies and subsidiaries and any subsidiary of any such holding company from time to time including, for the avoidance of doubt, the Company from Closing;

 

Purchaser’s Guaranteed Obligations” has the meaning given to it in Clause 16.1;

 

Purchaser’s Lawyers” means Demarest Advogados;

 

Purchaser Warranty Claim” means a claim by the Seller in respect of the Purchaser Warranties set out in Schedule 8;

 

Reasonable and Prudent Operator” means a person acting in good faith to perform its obligations, comply with applicable law and, in the general conduct of its undertaking, exercising that degree of skill, diligence, prudence and foresight which would reasonably and ordinarily be expected from a skilled and experienced operator engaged in the same type of undertaking, in the same industry and under the same or similar circumstances and conditions;

 

Regulatory Authority” or “CADE” means the Brazilian competition defence agency, the Administrative Council for Economic Defense (Conselho Administrativo de Defesa Econômica), composed of the General Superintendence and the Administrative Tribunal;

 

Reporting Accountants” means an independent firm of internationally recognised chartered accountants to be agreed by the Seller and the Purchaser within seven days of a notice by one to the other requiring such agreement or failing such agreement to be appointed on the application of either of them by the ICC International Centre for ADR in accordance with the ICC Rules for the Appointment of Experts and Neutrals;

 

7

 

 

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[***]”.

 

Retained Employees” means the employees of the Company with personnel ID numbers [***], as well as any other Employees identified by the Seller and agreed with the Purchaser prior to Closing, and “Retained Employee” means any one of them;

 

Regulatory Condition” has the meaning given to it in Paragraph 1.1 of Schedule 13;

 

Seller’s Disagreement Notice” has the meaning given to it in paragraph 3.4 of Schedule 6;

 

Seller Indemnified Person” has the meaning given to it in paragraph 1 of Schedule 4;

 

Seller Shares” means 1,999,999 common shares in the capital of the Company held by the Seller;

 

Seller’s Group” means the Seller and its holding companies and subsidiary undertakings and any subsidiary undertaking of any such holding company from time to time excluding, for the avoidance of doubt, the Company from Closing;

 

Seller’s Insurance Policies” means all insurance policies (whether under policies maintained with third party insurers or any member of the Seller’s Group) maintained by the Seller’s Group under which, immediately prior to the Closing Date, the Company is entitled to any benefit, and “Seller Insurance Policy” means any one of them;

 

Seller’s Lawyers” means Linklaters LLP;

 

Seller’s Pension Scheme” means (i) the private pension agreement (plan I), “basic plan”, entered into between [***], effective as of [***], as amended, restated, supplemented, or otherwise modified from time to time; and (ii) the private pension agreement (plan II), “supplementary plan”, entered into between [***], effective as of [***], as amended, restated, supplemented, or otherwise modified from time to time;

 

Seller’s Warranties” means the warranties given by the Seller pursuant to Clause 10 and Schedule 7 and “Seller’s Warranty” means any one of them;

 

Senior Employee” means any Employee whose base annual salary (on the basis of full-time employment) exceeds US$[***] or local equivalent at the relevant time;

 

Share Plans Indemnity” has the meaning given to it in Paragraph 1.1.6 of Schedule 16;

 

Shares” means the Seller Shares and the MP Share, being the whole of the issued share capital of the Company;

 

SIGBM” means the Integrated Management System for Mining Dam Safety, which forms part of the National Mining Dams Registry (CNBM) maintained by the ANM;

 

Specific Indemnities” has the meaning given to it in Clause 13.1;

 

Surviving Clauses” means Clauses 1, 14, 16, 17.4 to 17.16 and 17.18 to 17.20 and “Surviving Clause” means any one of them;

 

Tailing Storage Facility” means the up-stream raised tailings storage facility named “Barragem MSG” owned and operated by the Company with an associated potential damage (DPA) of “high” and a risk category (CRI) of “low”, duly registered in the SIGBM;

 

8

 

 

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[***]”.

 

Tailing Storage Facility Decharacterisation” means the decharacterisation of the Tailing Storage Facility in accordance with the Executive Project, including the following decharacterisation stages: (1) decommissioning (cessation of operations and removal of associated infrastructure); (2) hydrological and hydrogeological control (implementation of measures to reduce or eliminate the inflow of surface and groundwater into the reservoir); (3) stabilisation (implementation of measures to ensure the long-term physical and chemical stability of the remaining structures at the site); and (4) monitoring activities required by applicable laws or ANM regulations following completion of stages (1), (2) and (3) above, including the Active Monitoring Stage and the Passive Monitoring Stage;

 

Tailing Storage Facility Decharacterisation Budget” means the budget for the execution of the Tailing Storage Facility Decharacterisation, prepared and approved by the Seller in accordance with the Executive Project, as set out in Schedule 10(A), and as amended from time to time;

 

Tailing Storage Facility Decharacterisation Condition” means the completion of the works strictly necessary only for the following stages of the Tailing Storage Facility Decharacterisation: [***], in each case, in accordance with the Tailing Storage Facility Decharacterisation Budget and Tailing Storage Facility Decharacterisation Technical Specifications. The Tailing Storage Facility Decharacterisation Condition shall be deemed satisfied upon submission by the Company through [***], supported by (i) a final technical report evidencing the completion of [***], and (ii) the corresponding as-built documentation;

 

Tailing Storage Facility Decharacterisation Technical Specifications” means the technical specifications for the execution of the Tailing Storage Facility Decharacterisation, prepared and approved by the Seller in accordance with the Executive Project, as set out in Schedule 10(B) and contained in a USB, and as amended from time to time;

 

Tailing Storage Facility Losses” has the meaning given to it in paragraph 1 of Schedule 4;

 

Tax Authority” means any taxing or other authority competent at municipal, state or federal level to impose any liability in respect of Taxation or responsible for the assessment, administration or collection of Taxation or enforcement of any law in relation to Taxation and acting in its capacity as such;

 

Tax Indemnity Claim” means a Development and Exploration Costs Tax Claim, Goodwill Claim or a CG WHIT Claim;

 

Tax Returns” means any and all returns (including amended returns), reports and forms (including elections, claims for refund, declarations, amendments, schedules, information returns and statements, and schedules and attachments to such documentation) filed or required to be filed with a Governmental Authority, or provided for under applicable Law, with respect to Taxes;

 

Tax Warranties” means the specific warranties set out in paragraph 14 of Schedule 7 and “Tax Warranty” means any one of them;

 

Tax Warranty Claim” means a Claim by the Purchaser in respect of a Tax Warranty;

 

9

 

 

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[***]”.

 

Taxation” or “Tax” means all forms of taxation (other than any accounting provision for deferred tax) and statutory, governmental, state, provincial, local governmental or municipal duties, contributions, charges and levies, in each case in the nature of tax, whether levied by reference to income, profits, gains, net wealth, asset values, turnover, added value or otherwise and shall further include payments to a Tax Authority on account of Tax, in each case wherever or whenever imposed and whether chargeable directly or primarily against or attributable directly or primarily to the Company or any other person;

 

Third Party Claim” has the meaning given in Clause 12.6.1;

 

Third Party Indebtedness” means the aggregate amount as at the Effective Time of all outstanding Indebtedness owed by the Company to any third party as derived from the Closing Statement (but excluding any item included in respect of any Company’s Cash Balances), and, for the purposes of this definition, third party shall exclude any member of the Seller’s Group;

 

Transaction Documents” means this Agreement, the Disclosure Letter, the Deferred Consideration Agreement and all documents entered into pursuant to this Agreement and “Transaction Document” means any one of them;

 

Transferred Mining Licences” means [***];

 

VAT” means (i) within the UK, any value added tax imposed by the VAT Act 1994, (ii) within the European Union, such Taxation as may be levied in accordance with (but subject to derogations from) the Directive 2006/112/EC, and (iii) outside the UK or the European Union, any similar Taxation levied by reference to added value or sales;

 

Warranty Claim” means a Business Warranty Claim, Fundamental Warranty Claim or Tax Warranty Claim;

 

Working Capital” means the amount of the working capital of the Company at the Effective Time as derived from the Closing Statement; and

 

Working Capital Adjustment” means the amount by which the Working Capital exceeds the Base Working Capital (which amount shall be added to the Bid Amount for the purpose of Clause 3.1) or the amount by which the Working Capital is less than the Base Working Capital (which amount shall be deducted from the Bid Amount for the purposes of Clause 3.1).

 

1.2Singular, plural, gender

 

References to one gender include all genders and references to the singular include the plural and vice versa.

 

1.3References to persons and companies

 

References to:

 

1.3.1a person include any company, partnership or unincorporated association (whether or not having separate legal personality); and

 

1.3.2a company include any company, corporation or body corporate, wherever incorporated.

 

10

 

 

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[***]”.

 

1.4References to subsidiaries and holding companies

 

The words “holding company”, “parent undertaking”, “subsidiary” and “subsidiary undertaking” shall have the same meaning in this Agreement as their respective definitions in the Companies Act 2006.

 

1.5Schedules etc.

 

References to this Agreement shall include any Recitals and Schedules to it and references to Clauses and Schedules are to Clauses of, and Schedules to, this Agreement. References to paragraphs and Parts are to paragraphs and Parts of the Schedules.

 

1.6Headings

 

Headings shall be ignored in interpreting this Agreement.

 

1.7Reference to documents

 

References to any document (including this Agreement and any document in the Agreed Terms), or to a provision in a document, shall be construed as a reference to such document or provision as amended, supplemented, modified, restated or novated from time to time.

 

1.8Information

 

References to books, records or other information mean books, records or other information in any form including paper, electronically stored data, magnetic media, film and microfilm.

 

1.9Non-limiting effect of words

 

The words “including”, “include”, “in particular” and words of similar effect shall not be deemed to limit the general effect of the words that precede them.

 

1.10Meaning of “to the extent that” and similar expressions

 

In this Agreement, “to the extent that” shall mean “to the extent that” and not solely “if”, and similar expressions shall be construed in the same way.

 

1.11Legal Terms

 

References to any English legal term shall, in respect of any jurisdiction other than England, be construed as references to the term or concept which most nearly corresponds to it in that jurisdiction.

 

1.12US$/BRL

 

References to US Dollars or US$ are references to the lawful currency from time to time of the Unites States of America and references to BRL are refences to the lawful currency from time to time of Brazil.

 

1.13Currency Conversion

 

Except (i) as otherwise stated in this Agreement and (ii) in relation to Clause 9 and Schedule 6, any amount to be converted from one currency into another currency for the purposes of this Agreement shall be converted into an equivalent amount at the Conversion Rate prevailing at the Relevant Date. For the purposes of this Clause:

 

Conversion Rate” means the close spot mid-trade composite (London) rate for a transaction between the two currencies in question as quoted on Bloomberg on the Business Day immediately preceding the Relevant Date or, if no such rate is quoted on that date, on the preceding date on which such rates are quoted;

 

11

 

 

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[***]”.

 

Relevant Date” means, save as otherwise provided in this Agreement, the date on which a payment or an assessment is to be made, save that, for the following purposes, the date shall mean:

 

(i)for the purposes of Clause 6, the date of this Agreement;

 

(ii)for the purposes of Clause 11, the date of this Agreement;

 

(iii)for the purposes of Clause 9.3 and 9.5, the date of the Seller’s notification to the Purchaser pursuant to Clause 8.5.1; and

 

(iv)for the purposes of the monetary amounts set out in Schedule 7, the date of this Agreement.

 

2Sale and Purchase of the Shares

 

2.1.1On and subject to the terms of this Agreement the Seller shall sell, and the Purchaser shall purchase, or shall procure the purchase by an Affiliate of, the Shares, provided that any such Affiliate is incorporated and tax resident in Brazil.

 

2.1.2The Seller shall procure that [***] executes and delivers to and in favour of the Purchaser, or such Affiliate of the Purchaser as the Purchaser may direct (provided such Affiliate is incorporated and tax resident in Brazil), all documents required to transfer the MP Share to the Purchaser.

 

2.1.3The Shares shall be sold by the Seller free from Encumbrances and together with all rights and advantages attaching to them as at Closing (including the right to receive all dividends or distributions declared, made or paid on or after Closing).

 

2.1.4The Purchaser shall not be obliged to complete the purchase of the Shares unless the sale (respectively) of all the Shares is completed simultaneously.

 

2.1.5The Seller shall procure that on or prior to Closing any and all rights of pre-emption over the Shares are waived irrevocably by the persons entitled thereto.

 

3Consideration

 

3.1Amount

 

The consideration for the purchase of the Shares under this Agreement shall be an amount in cash equal to:

 

3.1.1US$76,000,000 (the “Bid Amount”);

 

plus

 

3.1.2the Company’s Cash Balances and the Intra-Group Receivables;

 

minus

 

3.1.3the Third Party Indebtedness and the Intra-Group Payables;

 

plus or minus

 

12

 

 

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[***]”.

 

3.1.4the Working Capital Adjustment;

 

plus

 

3.1.5the payments made under the Deferred Consideration Agreement (the “Deferred Consideration”)

 

(together, the “Consideration”).

 

3.2Payment of Consideration

 

3.2.1The Consideration (other than the Deferred Consideration) shall be paid by way of cash payments pursuant to Clauses 8.3 and 9.3.

 

3.2.2The Deferred Consideration shall be paid in accordance with the terms of the Deferred Consideration Agreement.

 

3.3Adjustment to Consideration

 

If any payment is made by the Seller to the Purchaser (or vice versa) in respect of any claim for any breach of this Agreement or pursuant to an indemnity, warranty or covenant to pay under this Agreement (or any agreement entered into under this Agreement), the payment shall, if and to the extent permitted by law, be treated as an adjustment of the consideration paid by the Purchaser for the Shares under this Agreement and the consideration shall be deemed to have been reduced (or increased, as the case may be) by the amount of such payment.

 

4Conditions

 

4.1Conditions Precedent

 

The provisions of Paragraph 1 of Schedule 13 shall apply.

 

4.2Responsibility for Satisfaction of the Regulatory Condition

 

The provisions of Paragraph 2 of Schedule 13 shall apply.

 

4.3Responsibility for satisfaction of the Tailing Storage Facility Decharacterisation Condition

 

The provisions of Paragraph 3 of Schedule 13 shall apply.

 

4.4Responsibility for satisfaction of the MSG Subsidiaries Transfer Condition

 

The provisions of Paragraph 4 of Schedule 13 shall apply.

 

4.5Occurrence of a Material Adverse Event

 

The provisions of Paragraph 5 of Schedule 13 shall apply.

 

13

 

 

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[***]”.

 

4.6Non-Satisfaction/Waiver

 

The provisions of Paragraph 6 of Schedule 13 shall apply.

 

5Signing Deliverables

 

5.1Seller Obligations

 

On the date of this Agreement, the Seller shall:

 

5.1.1execute and deliver to the Purchaser or the Purchaser’s Lawyers a counterpart of this Agreement and the Disclosure Letter; and

 

5.1.2deliver to the Purchaser or the Purchaser’s Lawyers evidence that it is authorised to execute the Transaction Documents to which it is a party.

 

5.2Purchaser and Purchaser’s Guarantor Obligations

 

On the date of this Agreement, the Purchaser and the Purchaser’s Guarantor shall:

 

5.2.1execute and deliver to the Seller or the Seller’s Lawyers a counterpart of this Agreement and acknowledge receipt of the Disclosure Letter; and

 

5.2.2deliver to the Seller or the Seller’s Lawyers evidence that it is authorised to execute the Transaction Documents to which it is a party.

 

6Pre-Closing

 

6.1The Seller’s Obligations in Relation to the Conduct of Business

 

6.1.1The Seller undertakes to procure that between the date of this Agreement and Closing (and subject to the provisions of Clause 4.3 and 17.1):

 

(i)the Company shall carry on its business as a going concern in the ordinary course as carried on prior to the date of this Agreement, save in so far as agreed in writing by the Purchaser in accordance with Clause 6.3; and

 

(ii)not induce, nor attempt to induce (whether directly or indirectly), any of the Employees (other than the Retained Employees) to terminate their employment.

 

6.1.2Without prejudice to the generality of Clause 6.1.1 and subject to Clause 6.2, the Seller undertakes to procure that, between the date of this Agreement and Closing, the Company shall not, except as may be required to give effect to and to comply with this Agreement, without the prior written consent of the Purchaser in accordance with Clause 6.3:

 

(i)enter into any material agreement or incur any material commitment involving any capital expenditure in excess of US$[***] per item and US$[***] in aggregate, in each case exclusive of VAT, other than in the ordinary course of business;

 

(ii)enter into or amend, in any material respect, any material agreement or incur any material commitment which is not capable of being terminated without compensation at any time with 12 months’ notice or less and which involves or may involve total annual expenditure in excess of US$[***], exclusive of VAT, other than in the ordinary course of business;

 

14

 

 

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[***]”.

 

(iii)acquire, or agree to acquire, any material asset or material inventories involving consideration, expenditure or liabilities in excess of US$[***], exclusive of VAT other than in the ordinary course of business;

 

(iv)sell, transfer, assign, pledge, charge, subject to lien, grant a security interest in, mortgage or in any other way dispose of or encumber (A) any material asset or material inventories other than in the ordinary course of business or (B) any Mining Licences or Properties;

 

(v)acquire or agree to acquire any share, shares or other interest in any company, partnership or other venture;

 

(vi)incur any additional borrowings or incur any other Indebtedness in excess of US$[***] or [***];

 

(vii)create, allot or issue any share capital or loan capital;

 

(viii)repay, redeem or repurchase any share capital or loan capital;

 

(ix)declare, make or pay any dividend or other distribution to shareholders;

 

(x)make any loan exceeding US$[***] (other than the granting of any trade credit in the ordinary course of business) to any person;

 

(xi)amend its by-laws, except as required to comply with applicable laws or to implement routine operational matters in the ordinary course of business (including capital increases);

 

(xii)institute or settle any legal proceedings in relation to claims exceeding US$[***] except for debt collection in the ordinary course of business;

 

(xiii)fail to take any action required to maintain in full force and effect each of the Mining Licences and other licenses required to conduct the Company’s operations, including the Environmental Permits; and

 

(xiv)save as required by law or in connection with Clause 17.1:

 

(a)make any material amendment to the terms and conditions of employment (including remuneration, pension entitlements and other benefits) of any Senior Employee (other than in the ordinary and usual course of business);

 

(b)provide or agree to provide any gratuitous payment or benefit to any Senior Employee or any of their dependants;

 

(c)dismiss any Senior Employee, other than for gross or serious misconduct; or

 

(d)grant any awards and options under any share incentive, share option, profit sharing, bonus or other incentive arrangements to any Senior Employee other than in accordance with the Company’s normal practice.

 

15

 

 

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[***]”.

 

6.2Exceptions to Seller’s Obligations in Relation to the Conduct of Business

 

Clause 6.1 shall not operate so as to prevent or restrict:

 

6.2.1any matter reasonably undertaken by the Company in an emergency or disaster situation with the intention of minimising any adverse effect of such situation in relation to the Company or the Seller’s Group;

 

6.2.2any action taken in connection with the Development and Exploration Costs Tax Treatment Investigation;

 

6.2.3any action required to be undertaken to comply with applicable legal or regulatory requirements; or

 

6.2.4any action undertaken by the Company or the Seller required to transfer the MSG Subsidiaries to an Affiliate of the Company,

 

provided, in each case, that the Seller shall notify the Purchaser as soon as reasonably practicable of any action taken or proposed to be taken as described in this Clause 6.2, shall provide to the Purchaser all such information as the Purchaser may reasonably request and shall use reasonable endeavours to consult with the Purchaser in respect of any such action.

 

6.3Consent Procedure

 

6.3.1Any request by the Seller for the consent of the Purchaser pursuant to Clause 6.1.1 shall be submitted to the Purchaser by e-mail to the name and e-mail address specified in Clause 17.14.

 

6.3.2The Seller shall use reasonable endeavours to submit any such request to the Purchaser at least five Business Days before the proposed action or matter or, if it is unable to do so, as soon as reasonably practicable.

 

6.3.3The Purchaser shall respond by e-mail to the Seller within three Business Days of receipt (or deemed receipt) of the Seller request.

 

6.3.4The Seller shall use reasonable endeavours to provide any information reasonably requested by the Purchaser in connection with its consideration of the proposed action or matter.

 

6.3.5If the Purchaser fails to respond by e-mail to the Seller within the applicable time period, the consent of the Purchaser shall be deemed to have been given in relation to the relevant action or matter, provided that such time period shall be suspended until such time as the Seller shall have provided the information reasonably requested by Purchaser in Clause 6.3.4.

 

6.4Insurance

 

Without prejudice to the generality of Clause 6.1.1, between the date of this Agreement and Closing, the Seller shall and/or shall procure that the relevant members of the Seller’s Group shall maintain in force all Seller’s Insurance Policies inter alia for the benefit of the Company.

 

16

 

 

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[***]”.

 

6.5Other Seller’s Obligations Prior to Closing

 

Without prejudice to the generality of Clause 6.1.1, prior to Closing the Seller shall, and shall procure that the Company shall allow the Purchaser and its agents, upon reasonable notice, reasonable access to, and to take copies of, the books, records and documents of or relating in whole or in part to the Company, provided that the obligations of the Seller under this Clause shall not extend to allowing access to information which is (i) reasonably regarded as confidential to the activities of the Seller otherwise than in relation to the Company or (ii) commercially sensitive information of the Company if such information cannot be shared with the Purchaser prior to Closing in compliance with applicable law.

 

7Tailing Storage Facility Treatment

 

The provisions of Schedule 14 shall apply.

 

8Closing

 

8.1Date

 

Subject to Clause 4, Closing shall take place at the offices of the Seller’s Lawyers in London, or remotely, on the last Business Day of the month in which notification of the fulfilment or waiver of the conditions set out in Clause 4.1, or at such other location or on such other date as may be agreed between the Purchaser and the Seller.

 

8.2Closing Events

 

On the date fixed for Closing in accordance with Clause 8.1, the Seller and the Purchaser shall comply with their respective obligations specified in Schedule 5, subject to Clause 8.4.

 

8.3Payment on Closing

 

8.3.1On the date fixed for Closing in accordance with Clause 8.1, the Purchaser shall pay an amount in cash to the Seller which is equal to:

 

(i)the Bid Amount;

 

plus

 

(ii)the Estimated Cash and the Estimated Intra-Group Receivables;

 

minus

 

(iii)the Estimated Third Party Indebtedness and the Estimated Intra-Group Payables.

 

8.3.2The payments to be made under this Clause 8.3 shall be adjusted to take account of the CG WHIT Amount (which shall be paid by the Purchaser on behalf of the Seller as set out in Clause 17.9.6).

 

8.4When Closing shall have taken place

 

8.4.1Without prejudice to Clause 8.7, all documents and items delivered at Closing pursuant to Clause 8.2 and Schedule 5 shall be held by the recipient to the order of the person delivering the same until such time as Closing shall have taken place pursuant to Clause 8.4.2.

 

17

 

 

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[***]”.

 

8.4.2Simultaneously with:

 

(i)delivery of all documents and items required to be delivered at Closing (or waiver of such delivery by the person entitled to receive the relevant document or item); and

 

(ii)receipt into the account specified by the Seller pursuant to Clause 17.9.3 of the payment to be made pursuant to Clause 8.3 in immediately cleared funds,

 

the documents and items delivered pursuant to Clause 8.2 and Schedule 5 shall cease to be held to the order of the person delivering them and Closing shall have taken place.

 

8.5Notifications to determine payments on Closing

 

8.5.1Not less than three Business Days prior to Closing, the Seller shall notify the Purchaser of:

 

(i)the Estimated Cash;

 

(ii)the Estimated Third Party Indebtedness;

 

(iii)the Estimated Intra-Group Receivables;

 

(iv)the Estimated Intra-Group Payables; and

 

(v)the CG WHIT Amount.

 

8.5.2The Seller’s notification pursuant to Clause 8.5.1 shall specify the relevant debtor and creditor for each Estimated Intra-Group Payable and Estimated Intra-Group Receivable.

 

8.6Repayments of Intra-Group Payables and Intra-Group Receivables

 

8.6.1Immediately following Closing:

 

(i)the Purchaser shall procure that the Company pays to the relevant member of the Seller’s Group an amount equal to any Estimated Intra-Group Payables and shall acknowledge on behalf of the Company the payment of the amount of Estimated Intra-Group Receivables in accordance with Clause 8.6.1(ii); and

 

(ii)the Seller shall procure that each relevant member of the Seller’s Group pays to the Company an amount equal to any Estimated Intra-Group Receivables and shall acknowledge on behalf of each relevant member of the Seller’s Group the payment of the amount of Estimated Intra-Group Payables in accordance with Clause 8.6.1(i).

 

8.6.2The repayments made pursuant to Clause 8.6.1 shall be adjusted in accordance with Clause 9.4 when the Closing Statement becomes final and binding in accordance with Clause 9.2.1.

 

8.7Breach of Closing Obligations

 

If a party fails to comply with any material obligation in Clauses 8.2 and 8.3 and Schedule 5, the Purchaser, in the case of non-compliance by the Seller, or the Seller, in the case of non-compliance by the Purchaser, shall be entitled (without prejudice to the right to claim damages or other compensation) by written notice to the other:

 

8.7.1to terminate this Agreement (other than the Surviving Clauses) without liability on their part; or

 

18

 

 

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[***]”.

 

8.7.2to effect Closing so far as practicable having regard to the defaults which have occurred; or

 

8.7.3to fix a new date for Closing (being not more than 10 Business Days after the agreed date for Closing) in which case the provisions of Schedule 5 shall apply to Closing as so deferred but provided such deferral may only occur once.

 

9Post-Closing Adjustments

 

9.1Closing Statement

 

The Seller shall procure that as soon as practicable following Closing there shall be drawn up a draft of the Closing Statement (the “Draft Closing Statement”) in accordance with Schedule 6.

 

9.2Determination of Closing Statement

 

9.2.1The Draft Closing Statement as agreed or determined pursuant to paragraph 3 of Schedule 6:

 

(i)shall constitute the Closing Statement for the purposes of this Agreement; and

 

(ii)shall be final and binding on the Seller and the Purchaser.

 

9.2.2The Working Capital, the Company’s Cash Balances, the Third Party Indebtedness, the Intra-Group Receivables and the Intra-Group Payables shall be derived from the Closing Statement.

 

9.3Adjustments to Consideration

 

9.3.1Company’s Cash Balances

 

(i)If the Company’s Cash Balances are less than the Estimated Cash, the Seller shall repay to the Purchaser an amount equal to the deficiency; or

 

(ii)if the Company’s Cash Balances are greater than the Estimated Cash, the Purchaser shall pay to the Seller an additional amount equal to the excess.

 

9.3.2Intra-Group Receivables

 

(i)If the Intra-Group Receivables are less than the Estimated Intra-Group Receivables, the Seller shall repay to the Purchaser an amount equal to the deficiency; or

 

(ii)if the Intra-Group Receivables are greater than the Estimated Intra-Group Receivables, the Purchaser shall pay to the Seller an additional amount equal to the excess.

 

19

 

 

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[***]”.

 

9.3.3Third Party Indebtedness

 

(i)If the Third Party Indebtedness is greater than the Estimated Third Party Indebtedness, the Seller shall repay to the Purchaser an amount equal to the excess; or

 

(ii)if the Third Party Indebtedness is less than the Estimated Third Party Indebtedness, the Purchaser shall pay to the Seller an additional amount equal to the deficiency.

 

9.3.4Intra-Group Payables

 

(i)If the Intra-Group Payables are greater than the Estimated Intra-Group Payables, the Seller shall repay to the Purchaser an amount equal to the excess; or

 

(ii)if the Intra-Group Payables are less than the Estimated Intra-Group Payables, the Purchaser shall pay to the Seller an additional amount equal to the deficiency.

 

9.3.5Working Capital

 

(i)If the Working Capital is less than the Base Working Capital, the Seller shall repay to the Purchaser an amount equal to the deficiency; or

 

(ii)if the Working Capital exceeds the Base Working Capital, the Purchaser shall pay to the Seller an additional amount equal to the excess.

 

9.4Adjustments to Repayment of Intra-Group Payables and Intra-Group Receivables

 

Following determination of the Closing Statement pursuant to Clause 9.2 and paragraph 3 of Part 1 of Schedule 6, if the amount of any Intra-Group Payable and/or any Intra-Group Receivable contained in the Closing Statement is greater or less than the amount of the corresponding Estimated Intra-Group Payable or Estimated Intra-Group Receivable, then the Seller and the Purchaser shall procure that such adjustments to the payments pursuant to Clause 8.6.1 are made as are necessary to ensure that (taking into account such adjustments) the actual amount of each Intra-Group Payable and each Intra-Group Receivable has been repaid by the Company to the relevant member of the Seller’s Group or by the relevant member of the Seller’s Group to the Company, as the case may be.

 

9.5Interest

 

9.5.1Any payment to be made in accordance with Clause 9.3.1, 9.3.3 or 9.3.5 shall include interest thereon calculated from the Closing Date to the date of payment at a rate per annum of [***] per cent above the Bank of England’s Bank Rate as published by the Bank of England from time to time. Such interest shall accrue from day to day.

 

9.5.2Any payment to be made in accordance with Clause 9.3.2, 9.3.4 or 9.4 shall include interest thereon calculated from the Closing Date to the date of payment at the rate per annum applicable to the relevant Intra-Group Payable or Intra-Group Receivable or, where the relevant Intra-Group Payable or Intra-Group Receivable is non-interest bearing, at a rate per annum of [***] per cent above the Bank of England’s Bank Rate as published by the Bank of England from time to time. Such interest shall accrue from day to day.

 

20

 

 

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[***]”.

 

9.6Payment

 

9.6.1Any payment pursuant to Clause 9.3 or 9.4, and any interest payable pursuant to Clause 9.5, shall be made on or before the Final Payment Date.

 

9.6.2Where any payment is required to be made pursuant to Clause 9.3 or pursuant to Clause 9.5 (in relation to a payment pursuant to Clause 9.3) the payment made on account of the Consideration shall be reduced or increased accordingly.

 

10Warranties

 

10.1The Seller’s Warranties

 

10.1.1Subject to Clause 10.2, the Seller warrants to the Purchaser that the Seller’s Warranties are true and accurate as of the date of this Agreement.

 

10.1.2The Seller further warrants to the Purchaser that [***] will be true and accurate and not misleading at Closing as if they had been repeated at Closing.

 

10.1.3The only Seller’s Warranties given:

 

(i)in respect of the Environment are those contained in paragraph 10 of Schedule 7 and each of the other Seller’s Warranties shall be deemed not to be given in respect of the Environment; and

 

(i)in respect of tax matters are those contained in paragraph 14 of Schedule 7 and each of the other Seller’s Warranties shall be deemed not to be given in respect of such matters.

 

10.1.4Any Seller’s Warranty qualified by the expression “so far as the Seller is aware” or any similar expression shall, unless otherwise stated, be deemed to be the actual knowledge of [***] and with respect to the Seller’s Warranties in paragraph 12 only, [***] (with no imputation of the knowledge of any other person).

 

10.1.5The Purchaser acknowledges and agrees that the Seller does not give or make any warranty or representation as to the accuracy of the forecasts, estimates, projections, statements of intent or statements of opinion provided to the Purchaser or any of its directors, officers, employees, agents or advisers on or prior to the date of this Agreement, including in the Disclosure Letter and the documents provided in the Data Room.

 

10.2Seller’s Disclosures

 

10.2.1The Seller’s Warranties are subject to any matter which is Fairly Disclosed in the Data Room, this Agreement, the Disclosure Letter or any other Transaction Document.

 

10.2.2Subject to clause 10.2.3, references in the Disclosure Letter to paragraph numbers shall be to the paragraphs in Schedule 7 to which the disclosure is most likely to relate. Such references are given for convenience only and shall not limit the effect of any of the disclosures, all of which are made against the Seller’s Warranties as a whole.

 

21

 

 

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[***]”.

 

10.2.3The only disclosures permitted:

 

(i)in respect of the warranties related to the Environment shall be those which are Fairly Disclosed in the Data Room, this Agreement, or paragraph 10 of Schedule 7 in the Disclosure Letter; and

 

(ii)in respect of the warranties related to tax matters shall be those which are Fairly Disclosed in the Data Room, this Agreement, or paragraph 14 of Schedule 7 in the Disclosure Letter.

 

10.2.4Where any claim, action or demand is Fairly Disclosed, the Seller shall not be liable under a Warranty Claim for the outcome of such claim, action or demand, unless specifically provided otherwise in this Agreement.

 

10.3The Purchaser’s Warranties

 

10.3.1The Purchaser warrants to the Seller that the statements set out in Schedule 8 are true and accurate and not misleading as of the date of this Agreement.

 

10.3.2The Purchaser further warrants to the Seller that the statements set out in Schedule 8 will be true and accurate and not misleading at Closing as if they had been repeated at Closing.

 

10.4Effect of Closing

 

The Seller’s Warranties and all other provisions of this Agreement, if and to the extent that they have not been performed by Closing, shall not be extinguished or affected by Closing or by any other event or matter (including any satisfaction and/or waiver of any condition contained in Clause 4.1), except by a specific and duly authorised written waiver or release by the Purchaser.

 

10.5The Seller’s Waiver of Rights against the Company

 

Save in the case of fraud or as otherwise stated in the Transaction Documents, the Seller undertakes to the Purchaser to waive any rights, remedies or claims which it may have in respect of any misrepresentation, inaccuracy or omission in or from any information or advice supplied or given by the Company or its directors, officers or employees in connection with assisting the Seller in the giving of any Warranty or the preparation of the Disclosure Letter.

 

11Limitation of Liability

 

11.1Time Limitation for Claims

 

11.1.1The Seller shall not be liable for any Claim or Tax Indemnity Claim unless a notice of the Claim is given by the Purchaser to the Seller specifying the matters set out in Clause 12.2:

 

(i)in the case of any Fundamental Warranty Claim, [***];

 

(ii)in the case of any other Business Warranty Claim, within [***]; and

 

(iii)[***].

 

22

 

 

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[***]”.

 

11.1.2The Purchaser shall not be liable for any Purchaser Warranty Claim unless a notice of the Purchaser Warranty Claim is given by the Seller specifying the matters set out in Clause 12.2, within [***].

 

11.2Minimum Claims

 

11.2.1The Seller shall not be liable for any individual Warranty Claim (or a series of such Warranty Claims arising from substantially identical facts or circumstances) where the liability agreed or determined for any such Warranty Claim or series of such Warranty Claims does not exceed US$[***].

 

11.2.2Where the liability agreed or determined in respect of any such Warranty Claim or series of Warranty Claims exceeds US$[***], subject as provided elsewhere in this Clause 11, [***].

 

11.3Aggregate Minimum Claims

 

11.3.1The Seller shall not be liable for any Warranty Claim unless the aggregate amount of all such Claims for which the Seller would otherwise be liable exceeds US$[***].

 

11.3.2Where the liability agreed or determined in respect of all Warranty Claims referred to in Clause 11.3.1 exceeds US$[***], subject as provided elsewhere in this Clause 11, [***].

 

11.4Maximum Liability

 

11.4.1The maximum aggregate liability for the Seller for all Warranty Claims and for the Purchaser for any Purchaser Warranty Claim shall not exceed a US dollar amount equal to [***].

 

11.4.2Subject to Clause 11.4.1, the maximum aggregate liability for the Seller:

 

(i)for all Fundamental Warranty Claims [***], shall not exceed a US dollar amount equal to [***]; and

 

(ii)for all other Warranty Claims ([***]), shall not exceed a US dollar amount equal to [***].

 

11.4.3For the purposes of this Clause 11.4, references to the Bid Amount shall ignore any adjustment to the consideration arising as a result of a payment for any breach of or under this Agreement or pursuant to an indemnity or covenant to pay under this Agreement.

 

11.5Contingent Liabilities

 

The Seller shall not be liable for any Claim, and the Purchaser shall not be liable for any Purchaser Warranty Claim, in respect of any liability which is contingent unless and until such contingent liability becomes an actual liability and is due and payable and provided this occurs before the expiry of the time limit for notifying such Claim under this Agreement.

 

23

 

 

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[***]”.

 

11.6Losses

 

The Seller shall not be liable for any Claim, and the Purchaser shall not be liable for any Purchaser Warranty Claim, in respect of any loss of profit, loss of goodwill or any indirect or consequential losses suffered by the Purchaser or the Purchaser’s Group or the Seller.

 

11.7Provisions

 

The Seller shall not be liable for any Claim if and to the extent that, an allowance, provision or reserve is made in the Accounts and/or Closing Statement for the matter giving rise to the Claim.

 

11.8Environmental and Tailing Storage Facility Indemnity

 

The exclusive remedies of the Parties against each other in connection with the Environment and the Tailing Storage Facility shall be those contained in Schedule 4. For the avoidance of doubt, the warranties in respect of the Environment at paragraph 10 of Schedule 7 shall not provide an additional or alternative remedy to those contained in Schedule 4 or Clause 7.1.1(iii).

 

11.9Matters Arising Subsequent to this Agreement

 

The Seller shall not be liable for any Claim if and to the extent that the Claim has arisen as a result of:

 

11.9.1Agreed Matters

 

any matter or thing done or omitted to be done pursuant to and in compliance with this Agreement or any other Transaction Document or otherwise at the request in writing or with the approval in writing of the Purchaser;

 

11.9.2Acts of the Purchaser

 

any act, omission or transaction of the Purchaser or any member of the Purchaser’s Group or the Company or its directors, officers, employees or agents, after Closing except where such act, omission or transaction was carried out or effected (i) pursuant to a legally binding obligation entered into by the Company on or before the date of this Agreement; or (ii) in the ordinary course of business of the Company as carried on at the date of this Agreement;

 

11.9.3Changes in Legislation, Regulation or Practice

 

(i)the passing of, or any change in, after the date of this Agreement, any law, rule, regulation or administrative practice of any government, governmental department, agency or regulatory body including (without prejudice to the generality of the foregoing) any increase in the rates of Taxation or any imposition of Taxation or any withdrawal of relief from Taxation not actually (or prospectively) in effect at the date of this Agreement;

 

(ii)any change after the date of this Agreement of any generally accepted interpretation or application of any legislation; or

 

(iii)any change after the date of this Agreement of any generally accepted accounting principles, procedure or practice, provided the Company applied the accounting principles, procedure or practice in compliance with applicable law or accounting policies in force at or prior to the date of this Agreement; or

 

24

 

 

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[***]”.

 

11.9.4Accounting Policies

 

any change in accounting policy, bases or practice of the Purchaser or the Purchaser’s Group introduced or having effect after the date of this Agreement (other than to the extent such changes are necessary to comply with applicable law or accounting policies, bases or practice in force at or prior to the date of this Agreement).

 

11.10Insurance

 

11.10.1 If, in respect of any matter which will give rise to a Claim, the Purchaser or the Company is entitled to make a claim under any policy of insurance, then the Purchaser shall, or shall procure that the Company shall, use reasonable endeavours to make such claim under the relevant policy of insurance. Without prejudice to Clause 11.10.2, the Purchaser shall not be required to claim, or procure that the Company claims, under the relevant policy of insurance, prior to having a right of recovery from the Seller in respect of any such claim.

 

11.10.2 In the event that the Purchaser or the Company at any time recovers or otherwise claims reimbursement from a third party (including any insurer) in respect of any matter or circumstance giving rise to a Claim:

 

(i)the liability of the Seller in respect of such Claim shall be reduced by the amount (if any) actually recovered from the relevant third party (less all reasonable costs, charges and expenses incurred by the Purchaser in recovering that sum) or extinguished if the amount recovered (less all reasonable costs, charges and expenses incurred by the Purchaser in recovering that sum) exceeds the amount of the relevant claim; and

 

(ii)if the Seller makes payment to the Purchaser in settlement or discharge of a Claim and the Purchaser subsequently recovers, whether by payment, discount, credit, relief or otherwise, from a third party a sum which is referable to that Claim, the Purchaser shall (except to the extent that the liability of the Seller in respect of the Claim was reduced to take account of such payment, discount, credit or relief) promptly pay to the Seller the lower of:

 

(a)the amount recovered from such third party (less all reasonable costs, charges and expenses incurred by the Purchaser in recovering that sum and any Tax payable in relation to the amount recovered); and

 

(b)the amount paid by the Seller to the Purchaser in respect of the relevant Claim.

 

11.11Net Financial Benefit

 

The Seller shall not be liable for any Claim in respect of any Losses suffered by the Purchaser or the Company if and to the extent that a member of the Purchaser’s Group receives any corresponding savings or net quantifiable financial benefit arising directly from such Losses or the facts giving rise to such Losses (for example where the amount (if any) by which any Taxation for any member of the Purchaser’s Group would otherwise have been accountable or liable to be assessed is actually reduced or extinguished as a result of the matter giving rise to such liability). The same limitations set forth in this Clause 11.11 shall apply to any Purchaser Warranty Claim.

 

25

 

 

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[***]”.

 

11.12Purchaser’s Actual Knowledge

 

The Seller shall not be liable for any Warranty Claim if and to the extent that the facts, matters or circumstances giving rise to the Warranty Claim were known by the following individuals prior to signing this Agreement:

 

[***].

 

11.13Purchaser’s Right to Recover

 

11.13.1Recovery for Actual Liabilities

 

The Seller shall not be liable to pay an amount in discharge of any Claim unless and until the liability for which the Claim is made has become due and payable.

 

11.13.2Prior to Recovery from the Seller etc.

 

If, before the Seller pays an amount in discharge of any Claim, the Purchaser or the Company recovers (whether by payment, discount, credit, relief, insurance or otherwise) from a third party a sum which indemnifies or compensates the Purchaser or Company (in whole or in part) for the loss or liability which is the subject matter of the Claim, the Purchaser shall procure that any actual recovery less any reasonable costs incurred in obtaining such recovery shall reduce or satisfy, as the case may be, such Claim to the extent of such recovery.

 

11.13.3Following Recovery from the Seller etc.

 

If the Seller has paid an amount in discharge of any Claim and subsequently the Purchaser or the Company is entitled to recover (whether by payment, discount, credit, relief, insurance or otherwise) from a third party a sum which indemnifies or compensates the Purchaser or the Company (in whole or in part) for the loss or liability which is the subject matter of the Claim, the Seller shall be subrogated to all rights that the Purchaser has or would otherwise have in respect of the claim against the third party or, if subrogation is not possible, the Purchaser shall procure that all steps are taken as the Seller may reasonably require to enforce such recovery and shall, or shall procure that the Company shall, pay to the Seller as soon as practicable after receipt an amount equal to (i) any sum recovered from the third party less any costs and expenses incurred in obtaining such recovery or if less (ii) the amount previously paid by the Seller to the Purchaser less any Taxation attributable to it. Any payment made by the Purchaser to the Seller under this Clause shall be made by way of further adjustment of the consideration paid by the Purchaser for the Shares and the provisions of Clause 3.3 shall apply mutatis mutandis.

 

11.14No Double Recovery and no Double Counting

 

No party may recover for breach of or under this Agreement or otherwise more than once in respect of the same Losses suffered or amount for which the party is otherwise entitled to claim (or part of such Losses or amount), and no amount (including any Tax relief) (or part of any amount) shall be taken into account, set off or credited more than once for breach of or under this Agreement or otherwise, with the intent that there will be no double counting for breach of or under this Agreement or otherwise.

 

26

 

 

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[***]”.

 

11.15Mitigation of Losses

 

The Parties shall procure that all reasonable steps are taken and all reasonable assistance is given to avoid or mitigate any Losses which in the absence of mitigation might give rise to a liability for any claim for breach of or under this Agreement.

 

11.16Fraud

 

None of the limitations contained in Clause 11 shall apply to any claim for breach of or under this Agreement if and to the extent it arises or is increased as a result of fraud by the Seller or any of its directors, officers or employees.

 

12Claims

 

12.1Notification of Potential Claims

 

If the Purchaser or the Company becomes aware of any fact, matter or circumstance that may give rise to a Claim (other than a liability which is contingent only, and ignoring for these purposes the application of Clause 11.3), the Purchaser shall as soon as reasonably practicable give a notice in writing to the Seller setting out such information as is available to the Purchaser or the Company as is reasonably necessary to enable the Seller to assess the merits of the potential Claim, to act to preserve evidence and to make such provision as the Seller may consider necessary. Failure to give notice within such period shall not affect the rights of the Purchaser except if and to the extent that the Seller is prejudiced by the failure.

 

12.2Notification of Claims

 

Notice of any Claim under Clause 12.1 shall be given by the Purchaser to the Seller as soon as possible and in any event within the time limits specified in Clause 11 and shall, to the extent not already provided, set out such information as is available to the Purchaser or the Company as is reasonably necessary to enable the Seller to assess the merits of the Claim, including in relation to the legal and factual basis of the Claim (including, if applicable, evidence of any Third Party Claim) and the Purchaser’s estimate of the amount of Losses which is, or is to be, the subject of the Claim. Such notice shall indicate if the Purchaser considers the Claim to be a Third Party Claim related to criminal, social, environmental, anticorruption or compliance related matters (each such Third Party Claim being a “Retained Third Party Claim”).

 

12.3Commencement of Proceedings

 

Any Claim notified pursuant to Clause 12.2 shall (if it has not been previously satisfied, settled or withdrawn) be deemed to be irrevocably withdrawn six months after the notice is given pursuant to Clause 12.2 unless at the relevant time legal proceedings in respect of the Claim have been commenced by being both issued and served by the Purchaser or its Affiliates, and it is acknowledged that such legal proceedings may need to be commenced while the Seller has conduct of the Claim under Clause 12.6.

 

27

 

 

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[***]”.

 

12.4Investigation by the Seller

 

In connection with any matter or circumstance set out in a notice of Claim:

 

12.4.1the Purchaser shall provide, and shall procure that the Company provides, the Seller and its financial, accounting or legal advisers reasonable assistance in order to investigate the matter or circumstance alleged to give rise to the Claim and whether and to what extent any amount is payable in respect of such Claim; and

 

12.4.2the Purchaser shall disclose to the Seller all material of which the Purchaser is aware which relates to the Claim and shall, and shall procure that any other relevant members of the Purchaser’s Group shall, give, subject to their being paid all reasonable costs and expenses, all such information and assistance as the Seller may reasonably request, including access to premises and personnel during working hours, making such personnel available for factual interviews, preparation for testimony, giving evidence, producing affidavits and other similar activities, and the right to examine and copy or photograph any assets, accounts, documents and records, as the Seller or its financial, accounting or legal advisers may reasonably request subject to the Seller agreeing in such form as the Purchaser may reasonably require to keep all such information confidential and to use it only for the purpose of investigating and defending the Claim in question.

 

12.5General Limitations

 

No claim shall lie against the Seller under the Fundamental Warranties or the Specific Indemnities to the extent that within 30 days following receipt of notification thereof in accordance with Clause 11.1.1 the matter giving rise to such claim is remedied to the reasonable satisfaction of the Purchaser.

 

12.6Conduct of Third Party Claims

 

12.6.1Third Party Claims

 

The provisions of Paragraph 1.1 of Schedule 15 shall apply.

 

12.6.2Retained Third Party Claims

 

The provisions of Paragraph 1.2 of Schedule 15 shall apply.

 

13Seller’s Indemnification

 

13.1Specific Indemnities

 

The provisions of Paragraph 1 of Schedule 16 shall apply.

 

13.2Conduct of Tax Indemnity Claims

 

The provisions of Paragraph 2 of Schedule 16 shall apply.

 

28

 

 

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[***]”.

 

13.3Tax Administration – [***]

 

The provisions of Paragraph 3 of Schedule 16 shall apply.

 

13.4Purchaser’s Indemnification

 

The provisions of Paragraph 4 of Schedule 16 shall apply.

 

14Confidentiality

 

14.1Announcements

 

Pending Closing, no announcement, communication or circular in connection with the existence or the subject matter of this Agreement shall be made or issued by or on behalf of any member of the Seller’s Group or any member of the Purchaser’s Group without the prior written consent of the Seller and the Purchaser such consent not to be unreasonably withheld or delayed. This shall not prevent any member of the Seller’s Group from making such announcements or communications to any trade unions, works councils or employee representative bodies relevant to the Employees which that member of the Seller’s Group, acting reasonably, considers necessary or appropriate. This shall not affect any announcement, communication, or circular required by law or any governmental or regulatory body or the rules of any stock exchange on which the shares of either party or its holding company are listed but the party with an obligation to make an announcement or communication or issue a circular (or whose holding company has such an obligation) shall consult with the other party (or shall procure that its holding company consults with the other party) insofar as is reasonably practicable before complying with such an obligation.

 

14.2Confidentiality

 

14.2.1The Confidentiality Agreement shall cease to have any force or effect from the date of Closing.

 

14.2.2Subject to Clauses 14.1 and 14.2.3, each of the Seller and the Purchaser shall treat as strictly confidential and not disclose or use any information received or obtained as a result of entering into this Agreement (or any agreement entered into pursuant to this Agreement) which relates to:

 

(i)the existence and the provisions of this Agreement and of any agreement entered into pursuant to this Agreement; or

 

(ii)the negotiations relating to this Agreement (and any such other agreements);

 

(iii)(in the case of the Seller) any information relating to the Company following Closing and any other information relating to the business, financial or other affairs (including future plans and targets) of the Purchaser’s Group; and

 

(iv)(in the case of the Purchaser) any information relating to the business, financial or other affairs (including future plans and targets) of the Seller’s Group including, prior to Closing, the Company.

 

29

 

 

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[***]”. 

 

14.2.3Clause 14.2.2 shall not prohibit disclosure or use of any information if and to the extent:

 

(i)the disclosure or use is required by law, any governmental or regulatory body or any stock exchange on which the shares of a party or its holding company are listed (including where this is required as part of any actual or potential offering, placing and/or sale of securities of any member of the Seller’s Group or the Purchaser’s Group);

 

(ii)the disclosure or use is required to vest the full benefit of this Agreement in the Seller or the Purchaser;

 

(iii)the disclosure or use is required for the purpose of any arbitral or judicial proceedings arising out of this Agreement or any other agreement entered into under or pursuant to this Agreement or in order to enable a determination to be made by the Reporting Accountants under this Agreement;

 

(iv)the disclosure is made to a Tax Authority in connection with the Tax affairs of the disclosing party;

 

(v)the disclosure is made to a party to whom assignment is permitted under Clause 17.5.2 (No Assignment) on terms that such assignee undertakes to comply with the provisions of Clause 14.2.2 in respect of such information as if it were a party to the Agreement;

 

(vi)the disclosure is made to professional advisers or actual or potential financiers of any party on a need to know basis on terms that such professional advisers or financiers undertake to comply with the provisions of Clause 14.2.2 in respect of such information as if they were a party to this Agreement;

 

(vii)the information is or becomes publicly available (other than by breach of the Confidentiality Agreement or of this Agreement);

 

(viii)the disclosure is made on a confidential basis to potential purchasers of all or part of the Seller’s Group or the Purchaser’s Group or to their professional advisers or financiers provided that such persons need to know the information for the purposes of considering, evaluating, advising on or furthering the potential purchase or for the purposes of considering whether to provide finance in relation to the potential purchase;

 

(ix)the other party has given prior written approval to the disclosure or use; or

 

(x)the information is independently developed after Closing,

 

provided that prior to disclosure or use of any information pursuant to Clause 14.2.3(i), (ii) or (iii), the party concerned shall, where not prohibited by law, consult with the other Party insofar as is reasonably practicable.

 

14.2.4If this Agreement terminates or lapses without Closing having occurred, the Purchaser shall, at its expense, as soon as practicable following request by the Seller:

 

(i)return or destroy, or procure the return or destruction of, all originals and hard copies of documents containing the information referred to in Clause 14.2.2(iv) (“Confidential Information”); and

 

30

 

 

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[***]”.

 

(ii)permanently erase, or procure the permanent erasing of, all electronic copies of Confidential Information,

 

provided that, without prejudice to any duties of confidentiality contained in this Agreement or the Confidentiality Agreement, the Purchaser may retain any Confidential Information as may be required by law or regulation.

 

15Insurance

 

15.1No cover under Seller’s Insurance Policies from Closing

 

The Purchaser acknowledges and agrees that from the Closing Date:

 

15.1.1the Company shall not have and shall not be entitled to the benefit of any Seller Insurance Policy in respect of any event, act or omission that takes place after the Closing Date and it shall be the sole responsibility of the Purchaser to ensure that adequate insurances are put in place for the Company with effect from the Closing Date; and

 

15.1.2neither the Seller nor any member of the Seller’s Group shall be required to maintain any Seller Insurance Policy for the benefit of the Company after Closing.

 

15.2Existing claims under Seller’s Insurance Policies

 

With respect to any claim made before the Closing Date by or on behalf of the Company under any Seller’s Insurance Policy, if and to the extent that:

 

15.2.1the Company or the Purchaser’s Group has not been indemnified prior to the Closing Date in respect of the Losses in respect of which the claim was made; or

 

15.2.2the Losses in respect of which the claim was made have not been taken into account in (i) the Accounts or (ii) the Closing Statement and reduced the Working Capital accordingly,

 

the Seller shall use reasonable endeavours after the Closing Date to recover all monies due from insurers and shall pay any monies received (after taking into account any deductible under the Seller’s Insurance Policies and less any Taxation suffered on the proceeds and any reasonable out of pocket expenses suffered or incurred by the Seller or any member of the Seller’s Group in connection with the claim) to the Purchaser or, at the Purchaser’s written direction, the Company as soon as practicable after receipt.

 

16Purchaser’s Guarantee

 

16.1The Purchaser’s Guarantor unconditionally and irrevocably guarantees to the Seller the due and punctual performance and observance by the Purchaser of all its obligations, commitments, undertakings, warranties and indemnities under or pursuant to this Agreement (the “Purchaser’s Guaranteed Obligations”); and agrees that if any Purchaser’s Guaranteed Obligation is or becomes unenforceable, invalid or illegal it will, as an independent and primary obligation, indemnify the Seller immediately on demand against all Losses which the Seller suffers through or arising from any act or omission that would be a breach by the Purchaser of the Purchaser’s Guaranteed Obligations if the relevant Purchaser’s Guaranteed Obligation were not unenforceable, invalid or illegal, to the extent of any limit on the liability of the Purchaser in this Agreement .

 

31

 

 

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[***]”.

 

16.2If and whenever the Purchaser defaults for any reason whatsoever in the performance of any of the Purchaser’s Guaranteed Obligations, the Purchaser’s Guarantor shall forthwith upon demand unconditionally perform (or procure performance of) and satisfy (or procure the satisfaction of) the Purchaser’s Guaranteed Obligations in regard to which such default has been made in the manner prescribed by this Agreement and so that the same benefits shall be conferred on the Seller as it would have received if the Purchaser’s Guaranteed Obligations had been duly performed and satisfied by the Purchaser.

 

16.3This guarantee is to be a continuing guarantee and accordingly is to remain in force until all the Purchaser’s Guaranteed Obligations shall have been performed or satisfied. This guarantee is in addition to and without prejudice to and not in substitution for any rights or security which the Seller may now or hereafter have or hold for the performance and observance of the Purchaser’s Guaranteed Obligations.

 

16.4As a separate and independent stipulation the Purchaser’s Guarantor agrees that any of the Purchaser’s Guaranteed Obligations (including any moneys payable) which may not be enforceable against or recoverable from the Purchaser by reason of any legal limitation, disability or incapacity on or of the Purchaser or the dissolution, amalgamation or reconstruction of the Purchaser or any other fact or circumstances (other than any limitation imposed by this Agreement) shall nevertheless be enforceable against and recoverable from the Purchaser’s Guarantor as though the same had been incurred by the Purchaser’s Guarantor and the Purchaser’s Guarantor were the sole or principal obligor in respect thereof and shall be performed or paid by the Purchaser’s Guarantor on demand.

 

16.5The liability of the Purchaser’s Guarantor under this Clause 16 shall not be affected, impaired, reduced or released by:

 

16.5.1any variation of the Purchaser’s Guaranteed Obligations;

 

16.5.2any forbearance, neglect or delay in seeking performance of the Purchaser’s Guaranteed Obligations or any granting of time for such performance;

 

16.5.3the illegality, invalidity, unenforceability or, or any defect in, any provision of this Agreement or the Purchaser’s obligations under any of them;

 

16.5.4any insolvency or similar proceeding; or

 

16.5.5any other fact or event which in the absence of this provision would or might constitute or afford a legal or equitable discharge or release or a defence to a guarantor.

 

17Other Provisions

 

17.1Retained Employees

 

The Seller and the Purchaser acknowledge and agree that a member of the Seller’s Group has or may make an offer of employment to each of the Retained Employees and, if such an offer of employment is accepted, the Seller and the Purchaser agree that the relevant Retained Employee shall be excluded from the definition of Employees.

 

32

 

 

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[***]”.

 

17.2AGA Share Plans

 

[***]

 

17.3Further Assurances

 

17.3.1Each of the Seller and the Purchaser shall, and shall use reasonable endeavours to procure that any necessary third party shall, from time to time execute such documents and perform such acts and things as either of them may reasonably require to transfer the Shares to the Purchaser and to give the other the full benefit of this Agreement.

 

17.3.2After Closing, pending registration of the Purchaser as owner of the Shares in the Company’s Share Registration Book (Livro de Registro de Ações), the Seller shall exercise all voting and other rights in relation to the Shares in accordance with the Purchaser’s instructions.

 

17.3.3As soon as reasonably practicable following Closing the Seller shall (and shall procure that any relevant third party shall) send to the Purchaser at its registered office for the time being all documents, correspondence, memoranda, files and other records to which the Company is entitled and which are not located at the Properties or delivered at Closing.

 

17.3.4The Seller shall, and shall procure that the relevant members of the Seller’s Group shall, retain for five years from Closing any books, records and documents if and to the extent they relate to the Company or the business carried on by the Company at Closing and shall, and shall procure that the relevant members of the Seller’s Group shall, if reasonably requested by the Purchaser, allow the Purchaser or the Company reasonable access to such books, records and documents, including the right to take copies, at the Purchaser’s expense, (i) for the purposes of complying with any reporting or filing obligations relating to tax, accounting or regulatory matters; (ii) in order to negotiate, refute, settle, compromise or otherwise deal with any claim, investigation or enquiry by a regulatory authority regarding the Company; and (iii) to enable the Purchaser’s Group and the Company to comply with their own tax obligations or facilitate the management or settlement of their own tax affairs.

 

17.3.5The Purchaser shall, and shall procure that the Company shall, retain for five years period from Closing any books, accounts, correspondence, records and documents of the Company if and to the extent they relate to the period prior to Closing.

 

17.3.6The Purchaser shall, and shall procure that the Company shall, if reasonably requested by the Seller, allow the Seller and its duly authorised agents reasonable access to the books, accounts, personnel, correspondence, records and documents of the Company, including the right to take copies, at the Seller’s expense, and afford such other reasonable assistance as may be reasonably required (i) for the purposes of complying with any reporting or filing obligations relating to Tax, accounting or regulatory matters; (ii) in order to negotiate, refute, settle, compromise or otherwise deal with any claim, investigation or enquiry by a regulatory authority regarding the Company; and (iii) to enable the Seller’s Group to comply with its own Tax obligations or facilitate the management or settlement of its own tax affairs.

 

17.3.7The provisions in Schedule 12 shall apply in respect of the CEMIG PPA.

 

33

 

 

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[***]”.

 

17.3.8Release of Guarantees

 

(i)The Purchaser shall use reasonable endeavours to procure by Closing or, if and to the extent not done by Closing, as soon as reasonably practicable thereafter, the release of the Seller or any member of the Seller’s Group or any person connected with any of them from all securities, guarantees or indemnities given by or binding upon the Seller or any member of the Seller’s Group or any person connected with any of them in respect of any liability of the Company (as set out in Part 1 of Schedule 11). Pending such release the Purchaser shall indemnify the Seller and any member of the Seller’s Group and any person connected with any of them against all amounts paid by any of them pursuant to any such securities, guarantees and indemnities in respect of such liability of the Company which arises after Closing.

 

(ii)In respect of the [***], the Purchaser shall use reasonable endeavours to procure the release or replacement of such guarantees within ninety (90) days from the date of receiving a request from the Seller, and in any case within six months from the Closing Date. If, during such six-month period, Mineração Morro Velho Ltda. intends to sell, transfer, assign, pledge, charge, mortgage, create or permit any lien or other encumbrance over, or otherwise dispose of or deal with any of such properties, the Purchaser shall procure the release or replacement of the applicable guarantee within ninety (90) days from the date on which such intention is notified to the Purchaser in writing.

 

(iii)The Seller shall use reasonable endeavours to procure by Closing or, if and to the extent not done by Closing, as soon as reasonably practicable thereafter, the release of the Company from any securities, guaranties or indemnities given by or binding upon the Company in respect of any liability of the Seller or any member of the Seller’s Group (as set out in Part 2 of Schedule 11). Pending such release, the Seller shall indemnify the Company against all amounts paid by it pursuant to any such securities, guarantees and indemnities in respect of such liability of the Seller which arises after Closing.

 

17.4Whole Agreement

 

17.4.1The Transaction Documents (other than the Deferred Consideration Agreement) contain the whole agreement between the Seller and the Purchaser relating to the sale and purchase of the Shares to the exclusion of any terms implied by law which may be excluded by contract and supersede any previous written or oral agreement between the Seller and the Purchaser in relation to the sale and purchase of the Shares.

 

17.4.2The Purchaser agrees and acknowledges that, in entering into the Transaction Documents (other than the Deferred Consideration Agreement), it is not relying on any representation, warranty or undertaking not expressly incorporated into them.

 

17.4.3Each of the Seller and the Purchaser agrees and acknowledges that its only right and remedy in relation to any representation, warranty or undertaking made or given in or in connection with the Transaction Documents shall be for breach of the terms of the Transaction Documents (other than the Deferred Consideration Agreement) and each of the Seller and the Purchaser waives all other rights and remedies (including those in tort or arising under statute) in relation to any such representation, warranty or undertaking.

 

34

 

 

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[***]”.

 

17.4.4Nothing in this Clause 17.4 excludes or limits any liability for fraud.

 

17.5Assignment

 

17.5.1Except as permitted by Clause 17.5.2 or as otherwise expressly provided in this Agreement, neither party may without the prior written consent of the other party, assign, grant any security interest over, hold on trust or otherwise transfer the benefit of the whole or any part of this Agreement nor shall the Purchaser be entitled to make any claim against the Seller in respect of any Losses which it or its Affiliate does not suffer in its own capacity as beneficial owner of the Shares.

 

17.5.2A party may without the consent of the other party, assign to an Affiliate the benefit of the whole or any part of this Agreement, provided that if the assignee ceases to be an Affiliate of that party, it shall before ceasing to be so assign the benefit, so far as assigned to it, back to that party or assign the benefit to another Affiliate of that party, as the case may be.

 

17.5.3Subject to Clause 17.5.4, the Purchaser may without the consent of the Seller charge and/or assign the benefit of the whole or any part of this Agreement to any bank or financial institution or other person by way of security for the purposes of or in connection with the financing or refinancing (whether in whole or in part) by the Purchaser of the acquisition of the Shares.

 

17.5.4Any assignee pursuant to Clause 17.5.2 shall not be entitled to receive under this Agreement any greater amount than that to which the assigning party would have been entitled.

 

17.6The Business Contract Terms (Assignment of Receivables) Regulations 2018

 

This Agreement is a contract within the meaning of Regulation 4(i) of The Business Contract Terms (Assignment of Receivables) Regulations 2018 and, accordingly, Regulation 2 of those Regulations does not apply to it.

 

17.7Third Party Rights

 

17.7.1A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of, or enjoy any benefit under, this Agreement, except if and to the extent set out in this Clause 17.7.

 

17.7.2An assignee pursuant to Clause 17.5.2 may enforce and rely on this Agreement as if it were a party.

 

17.8Variation

 

No variation of this Agreement shall be effective unless in writing and signed by or on behalf of each of the parties.

 

35

 

 

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[***]”.

 

17.9Method of Payment and Set Off

 

17.9.1The repayment of the Estimated Intra-Group Receivables and the Estimated Intra-Group Payables pursuant to Clause 8.6.1 and any adjustments to such repayment pursuant to Clause 9.4 shall be settled by payments between the Seller, for itself and on behalf of the relevant members of the Seller’s Group, and the Purchaser, for itself and on behalf of the Company.

 

17.9.2Any payments pursuant to this Agreement shall be made in full, without any set off, counterclaim, restriction or condition and without any deduction or withholding (save as may be required by law or as otherwise agreed), except that:

 

(i)payments due between the Seller and the Purchaser:

 

(a)in relation to repayments of the Estimated Intra-Group Payables and Estimated Intra-Group Receivables pursuant to Clause 8.6.1; or

 

(b)in relation to adjustments to those repayments pursuant to Clause 9.4,

 

respectively, may be set off against each other to produce a net sum;

 

(ii)payments due between the Seller and the Purchaser pursuant to Clause 9.3 may be set off against each other to produce a net sum.

 

17.9.3Any payments pursuant to this Agreement shall be effected by crediting for same day value the account specified by the Seller or the Purchaser (as the case may be) on behalf of the party entitled to the payment (reasonably in advance and in sufficient detail to enable payment by electronic transfer to be effected) on or before the due date for payment.

 

17.9.4Payment of a sum in accordance with this Clause 17.9 shall constitute a payment in full of the sum payable and shall be a good discharge to the payer (and those on whose behalf such payment is made) of the payer’s obligation to make such payment and the payer (and those on whose behalf such payment is made) shall not be obliged to see to the application of the payment as between those on whose behalf the payment is received.

 

17.9.5If any deductions or withholding are required by law, the payer shall account to the relevant governmental authority or Tax Authority for the amount so required to be deducted or withheld and the payer shall (except where Clause 17.9.6 applies and except in the case of interest payable under Clause 17.11) be obliged to pay to the recipient such additional amounts as will ensure that the recipient receives, in total, an amount which (after such deduction or withholding has been made) is no more and no less than it would have been entitled to receive in the absence of any such requirement to make a deduction or withholding.

 

17.9.6The provisions of Schedule 17 shall apply.

 

17.10Costs

 

17.10.1The Seller shall bear all costs incurred by it and the Seller’s Group in connection with the preparation, negotiation and entry into of this Agreement and the sale of the Shares.

 

36

 

 

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[***]”.

 

17.10.2The Purchaser shall bear all such costs incurred by it in connection with the preparation, negotiation and entry into of this Agreement and the purchase of the Shares.

 

17.11Interest

 

If a party defaults in the payment when due of any sum payable under this Agreement, its liability shall be increased to include interest on such sum from the date when such payment is due until the date of actual payment (after as well as before judgment) at a rate per annum of [***] per cent above the Bank of England’s Bank Rate as published by the Bank of England from time to time. Such interest shall accrue from day to day and shall be compounded monthly.

 

17.12Transfer Taxes

 

The Purchaser shall bear the cost of all stamp duty, stamp duty reserve tax, any notarial fees and all registration and transfer taxes and duties or their equivalents in all jurisdictions where such fees, taxes and duties are payable as a result of the transactions contemplated by this Agreement. The Purchaser shall arrange the payment of such stamp duty, stamp duty reserve tax, and all other such fees, taxes and duties, including fulfilling any administrative or reporting obligation imposed by the jurisdiction in question in connection with such payment. The Purchaser shall pay to the Seller or any other member of the Seller’s Group an amount equal to any Losses suffered by the Seller or member of the Seller’s Group as a result of the Purchaser failing to comply with its obligations under this Clause 17.12.

 

17.13VAT

 

Where under the terms of this Agreement one party is liable to indemnify or reimburse another party in respect of any costs, charges or expenses, the payment shall include an amount equal to any VAT thereon not otherwise recoverable by the other party or the representative member of any VAT group of which it forms part, subject to that person or representative member using reasonable endeavours to recover such amount of VAT as may be practicable. If the costs, charges or expenses relate to a supply made to the party being indemnified or reimbursed (the “Payee”) in its capacity as agent of the payer which is treated for VAT purposes as a supply made direct to the payer, the Payee shall use reasonable endeavours to procure that the supplier issues to the payer a valid VAT invoice.

 

17.14Notices

 

17.14.1Subject to Clause 17.14.7, any notice or other communication in connection with this Agreement (each, a “Notice”) shall be:

 

(i)in writing; or

 

(ii)delivered by hand, e-mail, recorded or special delivery or courier using an internationally recognised courier company.

 

37

 

 

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[***]”.

 

17.14.2A Notice to the Seller shall be sent to such party at the following address, or to such other person or address as the Seller may notify to the Purchaser from time to time:

 

The Seller

 

AngloGold South America Limited

 

Commerce House Wickhams Cay 1, PO BOX 3140, Road Town, Tortola, VG1110, British Virgin Islands

 

E-mail: [***]

 

Cc: [***]

 

Attention: [***]

 

with a copy (which shall not constitute a Notice) to:

 

Linklaters LLP

 

[***]

 

Attention: [***]

 

E-mail: [***]

 

17.14.3A Notice to the Purchaser shall be sent to such party at the following address, or to such other person or address as the Purchaser may notify to the Seller from time to time:

 

The Purchaser

 

Fazenda São Francisco, s/n, Rodovia Br 226, Km 150, Zona Rural, Município de Currais Novos, Rio Grande do Norte, Zip Code 59.380-000

 

E-mail: [***]

 

Cc: [***]

 

Attention: [***]

 

A Notice to the Purchaser’s Guarantor shall be sent to such party at the following address, or to such other person or address as the Purchaser’s Guarantor may notify to the Seller from time to time:

 

The Purchaser’s Guarantor

 

Aura Minerals Inc.

 

Craigmuir Chambers Road Town, Tortola, VG1110, British Virgin Islands

 

E-mail: [***]

 

Cc: [***]

 

Attention: [***]

 

17.14.4Subject to Clause 17.14.5, a Notice shall be effective upon receipt and shall be deemed to have been received:

 

(i)at the time recorded by the delivery company, in the case of recorded or special delivery;

 

(ii)at the time of delivery, if delivered by hand or courier; or

 

(iii)at the time of sending if sent by e-mail, provided that receipt shall not occur if the sender receives an automated message that the e-mail has not been delivered to the recipient.

 

38

 

 

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[***]”.

 

17.14.5A Notice that is deemed by Clause 17.14.4 to be received after 5.00 p.m. on any day, or on a Saturday, Sunday or public holiday in the place of receipt, shall be deemed to be received at 9.00 a.m. on the next day that is not a Saturday, Sunday or public holiday in the place of receipt.

 

17.14.6For the purposes of this Clause 17.14, all references to time are to local time in the place of receipt. For the purposes of Notices by e-mail, the place of receipt is the place in which the party to whom the Notice is sent has its postal address for the purpose of this Agreement.

 

17.14.7E-mail is not permitted for any Notice which (i) terminates, gives notice to terminate or purports to terminate this Agreement; or (ii) notifies or purports to notify an actual or potential claim for breach of or under this Agreement.

 

17.15Invalidity

 

17.15.1If any provision in this Agreement shall be held to be illegal, invalid or unenforceable, in whole or in part, the provision shall apply with whatever deletion or modification is necessary so that the provision is legal, valid and enforceable and gives effect to the commercial intention of the parties.

 

17.15.2If and to the extent it is not possible to delete or modify the provision, in whole or in part, under Clause 17.15.1, then such provision or part of it shall, if and to the extent that it is illegal, invalid or unenforceable, be deemed not to form part of this Agreement and the legality, validity and enforceability of the remainder of this Agreement shall, subject to any deletion or modification made under Clause 17.15.1, not be affected.

 

17.16Counterparts

 

This Agreement may be entered into in any number of counterparts, all of which taken together shall constitute one and the same instrument. The Seller and the Purchaser may enter into this Agreement by signing any such counterpart.

 

17.17Transferred Mining Licences

 

The provisions of Schedule 18 shall apply.

 

17.18Arbitration

 

Subject to Clause 9 (Post-Closing Adjustments), any dispute arising out of or connected with this Agreement, including a dispute as to the validity, existence or termination of this Agreement or this Clause 17.18 or any non-contractual obligation arising out of or in connection with this Agreement, shall be resolved by arbitration with seat (or legal place) in London conducted in English by three arbitrators pursuant to the rules of the London Court of International Arbitration (“LCIA”), save that unless the parties agree otherwise:

 

17.18.1the third arbitrator, who shall act as the presiding arbitrator of the tribunal, shall be nominated by the two arbitrators nominated by or on behalf of the parties. If the third arbitrator is not so nominated within 30 days of the date of nomination of the later of the two party-nominated arbitrators to be nominated, the third arbitrator shall be chosen by the LCIA; and

 

39

 

 

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[***]”.

 

17.18.2no party shall be required to give general discovery of documents, but may be required only to produce specific, identified documents which are relevant to the dispute.

 

17.19Governing Law and Submission to Jurisdiction

 

17.19.1This Agreement and the documents to be entered into pursuant to it, save as expressly referred to therein, and any non-contractual obligations arising out of or in connection with the Agreement and such documents shall be governed by the laws of England and Wales.

 

17.19.2Each of the Seller and the Purchaser irrevocably submits to the non-exclusive jurisdiction of the courts of England and Wales to support and assist the arbitration process pursuant to Clause 17.18, including if necessary the grant of interlocutory relief pending the outcome of that process.

 

17.20Appointment of Process Agent

 

17.20.1The Seller hereby irrevocably appoints AngloGold Ashanti Holdings Plc of 4th Floor, Communications House, Staines-upon-Thames, Surrey, TW18 4PR, United Kingdom as its agent to accept service of process in England in any legal action or proceedings arising out of or in connection with this Agreement, service upon whom shall be deemed completed whether or not forwarded to or received by the Seller.

 

17.20.2The Purchaser hereby irrevocably appoints Gowling WLG (UK) LLP, Company Secretarial Team, 4 More London Riverside, London, UK SE1 2AU as its agent to accept service of process in England in any legal action or proceedings arising out of or in connection with this Agreement, service upon whom shall be deemed completed whether or not forwarded to or received by the Purchaser.

 

17.20.3A Party shall inform the other Party in writing of any change of address of such process agent within 14 days of such change.

 

17.20.4If such process agent ceases to be able to act as such or to have an address in England, each Party irrevocably agrees to appoint a new process agent in England acceptable to the other Party and to deliver to the other Parties within 14 days a copy of a written acceptance of appointment by the process agent.

 

17.20.5Nothing in this Agreement shall affect the right to serve process in any other manner permitted by law.

 

17.21Backoffice and/or support activities

 

The provisions of Schedule 19 shall apply.

 

40

 

 

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[***]”.

 

In witness whereof this Agreement has been duly executed.

 

SIGNED by                       

on behalf of AngloGold South America Limited:

     
  Signature

 

41

 

 

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[***]”.

 

SIGNED by                       

on behalf of Cascar Do Brasil Mineracao Ltda.:

     
  Signature

 

42

 

 

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[***]”.

 

SIGNED by                       

on behalf of Aura Minerals Inc.:

     
  Signature

 

 

43 

 

Exhibit 16.1

 

 

 

U.S. Securities and Exchange Commission

Office of the Chief Accountant

100 F Street, N.E.

Washington, DC 20549

 

Re:Aura Minerals Inc.

 

June 6, 2025

 

Ladies and Gentlemen:

 

We have read the statements made by Aura Minerals Inc. in the section titled “Change in Registrant’s Certifying Accountant” included in Aura Minerals Inc.’s Form F-1 (June 6, 2025). We agree with the statements concerning our Firm contained therein.

 

Yours faithfully,

 

/s/ Grant Thornton Auditores Independentes Ltda. 

 

Exhibit 21.1

 

Entity Name   Country   Ownership interest
Aura Minerals Inc   British Virgin ‎Islands   ‎100%‎
Newington Corporation S.L.‎   Spain   ‎100%‎
Aranzazu Holding S.A. de C.V.‎   Mexico   ‎100%‎
Vila Bela Participações Ltda.   Brazil   ‎100%‎
Apoena Minerals (B.V.I.) Inc.   British Virgin ‎Islands   ‎100%‎
Pontes Resources (B.V.I.) Inc.   British Virgin ‎Islands   ‎100%‎
Aura Minerals Participações Ltda   Brazil   ‎100%‎
Mineração Apoena S.A.   Brazil   49%‎
Aura Technical Services Inc.   United States   ‎100%‎
Aura Carajas Mineração Ltda   Brazil   ‎100%‎
Growth Investment Solutions LLC.   United States   ‎100%‎
Aura Almas Mineração S.A.   Brazil   ‎100%‎
Aura Matupa Mineração Ltda   Brazil   ‎100%‎
Aura Toldafria Ltd   British Virgin ‎Islands   ‎100%‎
AM B.V.   Netherlands   ‎100%‎
San Andres (B.V.I.) Inc.   British Virgin ‎Islands   ‎100%‎
RNC (Honduras) Limited   Belize   ‎100%‎
Minerales de Occidente S.A. de C.V.   Honduras   ‎100%‎
San Andres (Belize) Limited   Belize   ‎100%‎
Azacualpa (B.V.I) Inc.   British Virgin ‎Islands   ‎100%‎
Copan (B.V.I.) Inc.   British Virgin ‎Islands   ‎100%‎
Borborema Inc.   British Virgin ‎Islands   ‎100%‎
Borborema LLC   United States   ‎100%‎
Crusader do Brasil Mineração Ltda.   Brazil   ‎100%‎
Cascar do Brasil Mineração Ltda.   Brazil   ‎100%‎
Crusader Nordeste Mineração Ltda.   Brazil   ‎100%‎
Bluestone Resources Inc.‎   Canada   ‎100%‎
Bluestone Guatemala Holdings Ltd.‎   Canada   ‎100%‎
Basalt Holdings Ltd.‎   Barbados   ‎100%‎
Between Oceans Holdings Ltd.‎   Barbados   ‎100%‎
Elevar Resources S.A.‎   Guatemala   ‎100%‎

 

Exhibit 23.1

 

Consent of Independent Registered Public Accounting Firm

 

We consent to the use of our report dated May 21, 2025, with respect to the consolidated financial statements of Aura Minerals Inc., included herein and to the reference to our firm under the heading “Experts” in the Registration Statement.

 

/s/ KPMG Auditores Independentes Ltda.

 

KPMG Auditores Independentes Ltda.

 

Rio de Janeiro, Brazil

June 6, 2025

 

Exhibit 23.2

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We have issued our report dated April 14, 2025, except for Note 31, as to which the date is May 21, 2025, with respect to the consolidated financial statements of Aura Minerals Inc. for the years ended December 31, 2023 and 2022 contained in the Registration Statement and Prospectus. We consent to the use of the aforementioned report in the Registration and Prospectus, and to the use of our name as it appears under the caption “Experts.”

 

/s/ Grant Thornton Auditores Independentes Ltda.

 

Campinas, Brazil

June 6, 2025

 

 

Exhibit 23.4

 

 

SLR Consulting (Canada) Ltd.
55 University Ave., Suite 501, Toronto, ON M5J 2H7
 
June 6, 2025  

 

Consent of Qualified Person

 

SLR Consulting (Canada) Ltd. (“SLR”), in connection with Aura Minerals Inc.’s Registration Statement on Form F-1 (the “Registration Statement”), consents to:

 

the filing and use by Aura Minerals Inc. (the “Company”) of and references to the technical report summary titled “S-K 1300 Technical Report Summary, Aranzazu Mine, Zacatecas, Mexico”, dated March 28, 2025; the technical report summary titled “S-K 1300 Technical Summary, Almas Project, Tocantins State, Brazil”, dated April 10, 2025; and the technical report summary titled “S-K 1300 Technical Report Summary, San Andrés Mine, Department of Copán, Honduras”, dated March 28, 2025; collectively, the “Technical Report Summaries”, that were prepared in accordance with Subpart 1300 of Regulation S-K promulgated by the U.S. Securities and Exchange Commission (the “SEC”) and which are referenced in the Registration Statement as Exhibit 96.1, 96.4, and 96.6, respectively, thereto;

 

the use of and references to our name, including our status as a “qualified person” (as defined in Subpart 1300 of Regulation S-K promulgated by the SEC) in connection with the Registration Statement; and

 

any extracts from or a summary of the Technical Report Summaries in the Registration Statement and the use of any information derived, summarized, quoted or referenced from the Technical Report Summaries, or portions thereof, that was or were prepared by us, that we supervised the preparation of and/or that was or were reviewed and approved or certified by us, that is or are included in the Registration Statement.

 

SLR is responsible for authoring, and this consent pertains to, the Technical Report Summaries. SLR certifies that it has read the Form F-1 and that it fairly and accurately represents the information in the Technical Report Summaries for which it is responsible.

 

Regards,

 

SLR Consulting (Canada) Ltd.

 

/s/ Jason J. Cox  

Jason J. Cox, P.Eng.

Global Technical Director

 

Exhibit 23.5

 

CONSENT OF QUALIFIED PERSON

 

Farshid Ghazanfari, in connection with Aura Minerals Inc.’s Registration Statement on Form F-1 (the “Registration Statement”), consents to:

 

the filing and use by Aura Minerals Inc. (the “Company”) of and references to the technical report summary titled “Technical Report Summary on the Feasibility Study for the Borborema Gold Project, Currais Novos Municipality, Rio Grande do Norte, Brazil” (as amended, the “Technical Report Summary”), dated March 28, 2025 that was prepared in accordance with Subpart 1300 of Regulation S-K promulgated by the U.S. Securities and Exchange Commission (the “SEC”) and which is referenced in the Registration Statement as Exhibit 96.2 thereto;

 

the use of and references to my name, including my status as a “qualified person” (as defined in Subpart 1300 of Regulation S-K promulgated by the SEC) in connection with the Registration Statement; and

 

any extracts from or a summary of the Technical Report Summary in the Registration Statement and the use of any information derived, summarized, quoted or referenced from the Technical Report Summary, or portions thereof, that was or were prepared by me, that I supervised the preparation of and/or that was or were reviewed and approved or certified by me, that is or are included in the Registration Statement.

 

I am responsible for authoring, and this consent pertains to, the Technical Report Summary. I certify that I have read the descriptions and references to the Technical Report Summary in the Registration Statement and that they fairly and accurately represent information in the Technical Report Summary for which I am responsible.

 

Date: June 6, 2025

 

  FARSHID GHAZANFARI
     
  By: /s/ Farshid Ghazanfari
    Name: Farshid Ghazanfari
    Title: Geology and Mineral Resource Director
    Location: Burlington, Canada

 

 

 

 

CONSENT OF QUALIFIED PERSON

 

Farshid Ghazanfari, in connection with Aura Minerals Inc.’s Registration Statement on Form F-1 (the “Registration Statement”), consents to:

 

the filing and use by Aura Minerals Inc. (the “Company”) of and references to the technical report summary titled “Technical Report Summary on the Apoena Mine (EPP Complex) Mineral Resource and Mineral Reserve, Mato Grosso, Brazil” (as amended, the “Technical Report Summary”), dated March 28, 2025 that was prepared in accordance with Subpart 1300 of Regulation S-K promulgated by the U.S. Securities and Exchange Commission (the “SEC”) and which is referenced in the Registration Statement as Exhibit 96.3 thereto;

 

the use of and references to my name, including my status as a “qualified person” (as defined in Subpart 1300 of Regulation S-K promulgated by the SEC) in connection with the Registration Statement; and

 

any extracts from or a summary of the Technical Report Summary in the Registration Statement and the use of any information derived, summarized, quoted or referenced from the Technical Report Summary, or portions thereof, that was or were prepared by me, that I supervised the preparation of and/or that was or were reviewed and approved or certified by me, that is or are included in the Registration Statement.

 

I am responsible for authoring, and this consent pertains to, the Technical Report Summary. I certify that I have read the descriptions and references to the Technical Report Summary in the Registration Statement and that they fairly and accurately represent information in the Technical Report Summary for which I am responsible.

 

Date: June 6, 2025

 

  FARSHID GHAZANFARI
     
  By: /s/ Farshid Ghazanfari
    Name: Farshid Ghazanfari
    Title: Geology and Mineral Resource Director
    Location: Burlington, Canada

 

2

 

 

CONSENT OF QUALIFIED PERSON

 

Farshid Ghazanfari, in connection with Aura Minerals Inc.’s Registration Statement on Form F-1 (the “Registration Statement”), consents to:

 

the filing and use by Aura Minerals Inc. (the “Company”) of and references to the technical report summary titled “Technical Report Summary on the Feasibility Study for the Matupa Gold Project, Mato Grosso Brazil” (as amended, the “Technical Report Summary”), dated March 28, 2025 that was prepared in accordance with Subpart 1300 of Regulation S-K promulgated by the U.S. Securities and Exchange Commission (the “SEC”) and which is referenced in the Registration Statement as Exhibit 96.5 thereto;

 

the use of and references to my name, including my status as a “qualified person” (as defined in Subpart 1300 of Regulation S-K promulgated by the SEC) in connection with the Registration Statement; and

 

any extracts from or a summary of the Technical Report Summary in the Registration Statement and the use of any information derived, summarized, quoted or referenced from the Technical Report Summary, or portions thereof, that was or were prepared by me, that I supervised the preparation of and/or that was or were reviewed and approved or certified by me, that is or are included in the Registration Statement.

 

I am responsible for authoring, and this consent pertains to, the Technical Report Summary. I certify that I have read the descriptions and references to the Technical Report Summary in the Registration Statement and that they fairly and accurately represent information in the Technical Report Summary for which I am responsible.

 

Date: June 6, 2025

 

  FARSHID GHAZANFARI
     
  By: /s/ Farshid Ghazanfari
    Name: Farshid Ghazanfari
    Title: Geology and Mineral Resource Director
    Location: Burlington, Canada

 

3

 

Exhibit 23.6

CONSENT OF QUALIFIED PERSON

 

Luiz Eduardo Campos Pignatari, in connection with Aura Minerals Inc.’s Registration Statement on Form F-1 (the “Registration Statement”), consents to:

 

·the filing and use by Aura Minerals Inc. (the “Company”) of and references to the technical report summary titled “S-K1300 Technical Report Summary -Apoena Mine (EPP Complex) Mineral Resource and Mineral Reserve, Mato Grosso, Brazil” (as amended, the “Technical Report Summary”), dated March 28, 2025 that was prepared in accordance with Subpart 1300 of Regulation S-K promulgated by the U.S. Securities and Exchange Commission (the “SEC”) and which is referenced in the Registration Statement as Exhibit 96.3 thereto;

 

·the use of and references to my name, including my status as a “qualified person” (as defined in Subpart 1300 of Regulation S-K promulgated by the SEC) in connection with the Registration Statement; and

 

·any extracts from or a summary of the Technical Report Summary in the Registration Statement and the use of any information derived, summarized, quoted or referenced from the Technical Report Summary, or portions thereof, that was or were prepared by me, that I supervised the preparation of and/or that was or were reviewed and approved or certified by me, that is or are included in the Registration Statement.

 

I am responsible for authoring, and this consent pertains to, the Technical Report Summary. I certify that I have read the descriptions and references to the Technical Report Summary in the Registration Statement and that they fairly and accurately represent information in the Technical Report Summary for which I am responsible.

 

Date: June 6, 2025

 

  Luiz Eduardo Campos Pignatari
       
  By: /s/ Luiz Eduardo Campos Pignatari
    Name: Luiz Eduardo Campos Pignatari
    Title: Mining Engineer Consultant (Mineral Reserve QP)
    Location: São Paulo, Brazil

 

 

 

 

CONSENT OF QUALIFIED PERSON

 

Luiz Eduardo Campos Pignatari, in connection with Aura Minerals Inc.’s Registration Statement on Form F-1 (the “Registration Statement”), consents to:

 

·the filing and use by Aura Minerals Inc. (the “Company”) of and references to the technical report summary titled “S-K1300 Technical Report Summary - Matupa Mine Mineral Resource and Mineral Reserve, Mato Grosso, Brazil” (as amended, the “Technical Report Summary”), dated March 28, 2025 that was prepared in accordance with Subpart 1300 of Regulation S-K promulgated by the U.S. Securities and Exchange Commission (the “SEC”) and which is referenced in the Registration Statement as Exhibit 96.5 thereto;

 

·the use of and references to my name, including my status as a “qualified person” (as defined in Subpart 1300 of Regulation S-K promulgated by the SEC) in connection with the Registration Statement; and

 

·any extracts from or a summary of the Technical Report Summary in the Registration Statement and the use of any information derived, summarized, quoted or referenced from the Technical Report Summary, or portions thereof, that was or were prepared by me, that I supervised the preparation of and/or that was or were reviewed and approved or certified by me, that is or are included in the Registration Statement.

 

I am responsible for authoring, and this consent pertains to, the Technical Report Summary. I certify that I have read the descriptions and references to the Technical Report Summary in the Registration Statement and that they fairly and accurately represent information in the Technical Report Summary for which I am responsible.

 

Date: June 6, 2025

 

  Luiz Eduardo Campos Pignatari
     
  By: /s/ Luiz Eduardo Campos Pignatari
    Name:Luiz Eduardo Campos Pignatari
    Title: Mining Engineer Consultant (Mineral Reserve QP)
    Location: São Paulo, Brazil

 

 

 

Exhibit 23.7

 

CONSENT OF QUALIFIED PERSON

 

Homero Delboni Jr, in connection with Aura Minerals Inc.’s Registration Statement on Form F-1 (the “Registration Statement”), consents to:

 

the filing and use by Aura Minerals Inc. (the “Company”) of and references to the technical report summary titled “Technical Report Summary on the Feasibility Study for the Borborema Gold Project, Currais Novos Municipality, Rio Grande do Norte, Brazil” (as amended, the “Technical Report Summary”), dated March 28, 2025 that was prepared in accordance with Subpart 1300 of Regulation S-K promulgated by the U.S. Securities and Exchange Commission (the “SEC”) and which is referenced in the Registration Statement as Exhibit 96.2 thereto;

 

the use of and references to my name, including my status as a “qualified person” (as defined in Subpart 1300 of Regulation S-K promulgated by the SEC) in connection with the Registration Statement; and

 

any extracts from or a summary of the Technical Report Summary in the Registration Statement and the use of any information derived, summarized, quoted or referenced from the Technical Report Summary, or portions thereof, that was or were prepared by me, that I supervised the preparation of and/or that was or were reviewed and approved or certified by me, that is or are included in the Registration Statement.

 

I am responsible for authoring, and this consent pertains to, the Technical Report Summary. I certify that I have read the descriptions and references to the Technical Report Summary in the Registration Statement and that they fairly and accurately represent information in the Technical Report Summary for which I am responsible.

 

Date: June 6, 2025

 

  HOMERO DELBONI JR
   
  By:  /s/ Homero Delboni Jr
    Name: Homero Delboni Jr
    Title: Senior Consultant of Mineral Processing Solutions Ltda.
    Location:  Sao Paulo, Brazil

 

 

 

 

CONSENT OF QUALIFIED PERSON

 

Homero Delboni Jr, in connection with Aura Minerals Inc.’s Registration Statement on Form F-1 (the “Registration Statement”), consents to:

 

the filing and use by Aura Minerals Inc. (the “Company”) of and references to the technical report summary titled “S-K1300 Technical Report Summary - Apoena Mine (EPP Complex) Mineral Resource and Mineral Reserve, Mato Grosso, Brazil” (as amended, the “Technical Report Summary”), dated March 28, 2025 that was prepared in accordance with Subpart 1300 of Regulation S-K promulgated by the U.S. Securities and Exchange Commission (the “SEC”) and which is referenced in the Registration Statement as Exhibit 96.3 thereto;

 

the use of and references to my name, including my status as a “qualified person” (as defined in Subpart 1300 of Regulation S-K promulgated by the SEC) in connection with the Registration Statement; and

 

any extracts from or a summary of the Technical Report Summary in the Registration Statement and the use of any information derived, summarized, quoted or referenced from the Technical Report Summary, or portions thereof, that was or were prepared by me, that I supervised the preparation of and/or that was or were reviewed and approved or certified by me, that is or are included in the Registration Statement.

 

I am responsible for authoring, and this consent pertains to, the Technical Report Summary. I certify that I have read the descriptions and references to the Technical Report Summary in the Registration Statement and that they fairly and accurately represent information in the Technical Report Summary for which I am responsible.

 

Date: June 6, 2025

 

    HOMERO DELBONI JR
   
  By:  /s/ Homero Delboni Jr
    Name: Homero Delboni Jr
    Title: Senior Consultant of Mineral Processing Solutions Ltda.
    Location:  Sao Paulo, Brazil

 

2

 

 

CONSENT OF QUALIFIED PERSON

 

Homero Delboni Jr, in connection with Aura Minerals Inc.’s Registration Statement on Form F-1 (the “Registration Statement”), consents to:

 

the filing and use by Aura Minerals Inc. (the “Company”) of and references to the technical report summary titled “Technical Report Summary on the Feasibility Study for the Matupá Gold Project, Matupá Municipality, Mato Grosso, Brazil” (as amended, the “Technical Report Summary”), dated March 28, 2025 that was prepared in accordance with Subpart 1300 of Regulation S-K promulgated by the U.S. Securities and Exchange Commission (the “SEC”) and which is referenced in the Registration Statement as Exhibit 96.5 thereto;

 

the use of and references to my name, including my status as a “qualified person” (as defined in Subpart 1300 of Regulation S-K promulgated by the SEC) in connection with the Registration Statement; and

 

any extracts from or a summary of the Technical Report Summary in the Registration Statement and the use of any information derived, summarized, quoted or referenced from the Technical Report Summary, or portions thereof, that was or were prepared by me, that I supervised the preparation of and/or that was or were reviewed and approved or certified by me, that is or are included in the Registration Statement.

 

I am responsible for authoring, and this consent pertains to, the Technical Report Summary. I certify that I have read the descriptions and references to the Technical Report Summary in the Registration Statement and that they fairly and accurately represent information in the Technical Report Summary for which I am responsible.

 

Date: June 6, 2025

 

    HOMERO DELBONI JR
   
  By:  /s/ Homero Delboni Jr
    Name: Homero Delboni Jr
    Title: Senior Consultant of Mineral Processing Solutions Ltda.
    Location:  Sao Paulo, Brazil

 

3

 

 

CONSENT OF QUALIFIED PERSON

 

Homero Delboni Jr, in connection with Aura Minerals Inc.’s Registration Statement on Form F-1 (the “Registration Statement”), consents to:

 

the filing and use by Aura Minerals Inc. (the “Company”) of and references to the technical report summary titled “S-K 1300 Technical Report Summary Initial Assessment Era Dorada Gold Project Jutiapa, Guatemala” (as amended, the “Technical Report Summary”), dated June 2nd, 2025 that was prepared in accordance with Subpart 1300 of Regulation S-K promulgated by the U.S. Securities and Exchange Commission (the “SEC”) and which is referenced in the Registration Statement as Exhibit 96.7 thereto;

 

the use of and references to my name, including my status as a “qualified person” (as defined in Subpart 1300 of Regulation S-K promulgated by the SEC) in connection with the Registration Statement; and

 

any extracts from or a summary of the Technical Report Summary in the Registration Statement and the use of any information derived, summarized, quoted or referenced from the Technical Report Summary, or portions thereof, that was or were prepared by me, that I supervised the preparation of and/or that was or were reviewed and approved or certified by me, that is or are included in the Registration Statement.

 

I am responsible for authoring, and this consent pertains to, the Technical Report Summary. I certify that I have read the descriptions and references to the Technical Report Summary in the Registration Statement and that they fairly and accurately represent information in the Technical Report Summary for which I am responsible.

 

Date: June 6, 2025

 

    HOMERO DELBONI JR
   
  By:  /s/ Homero Delboni Jr
    Name: Homero Delboni Jr
    Title: Senior Consultant of Mineral Processing Solutions Ltda.
    Location:  Sao Paulo, Brazil

 

 

4

 

 

Exhibit 23.8

 

CONSENT OF QUALIFIED PERSON

 

Branca Horta de Almeida Abrantes, in connection with Aura Minerals Inc.’s Registration Statement on Form F-1 (the “Registration Statement”), consents to:

 

the filing and use by Aura Minerals Inc. (the “Company”) of and references to the technical report summary titled “S-K1300 Technical Report Summary - Apoena Mine (EPP Complex) Mineral Resource and Mineral Reserve, Mato Grosso, Brazil” (as amended, the “Technical Report Summary”), dated March 28th, 2025, that was prepared in accordance with Subpart 1300 of Regulation S-K promulgated by the U.S. Securities and Exchange Commission (the “SEC”) and which is referenced in the Registration Statement as Exhibit 96.3 thereto;

 

the use of and references to my name, including my status as a “qualified person” (as defined in Subpart 1300 of Regulation S-K promulgated by the SEC) in connection with the Registration Statement; and

 

any extracts from or a summary of the Technical Report Summary in the Registration Statement and the use of any information derived, summarized, quoted or referenced from the Technical Report Summary, or portions thereof, that was or were prepared by me, that I supervised the preparation of and/or that was or were reviewed and approved or certified by me, that is or are included in the Registration Statement.

 

I am responsible for authoring, and this consent pertains to, the Technical Report Summary. I certify that I have read the descriptions and references to the Technical Report Summary in the Registration Statement and that they fairly and accurately represent information in the Technical Report Summary for which I am responsible.

 

Date: June 6, 2025

 

  Branca Horta de Almeida Abrantes
   
  By:  /s/ Branca Horta de Almeida Abrantes
    Name: Branca Horta de Almeida Abrantes
    Title: Environmental Expert, MAIG,
    Location:  Belo Horizonte, Brazil

 

 

Exhibit 23.9

 

CONSENT OF QUALIFIED PERSON

 

Bruno Yoshida Tomaselli, in connection with Aura Minerals Inc.’s Registration Statement on Form F-1 (the “Registration Statement”), consents to:

 

the filing and use by Aura Minerals Inc. (the “Company”) of and references to the technical report summary titled “Technical Report Summary on the Feasibility Study for the Borborema Gold Project, Currais Novos Municipality, Rio Grande do Norte, Brazil” (as amended, the “Technical Report Summary”), dated March 28, 2025 that was prepared in accordance with Subpart 1300 of Regulation S-K promulgated by the U.S. Securities and Exchange Commission (the “SEC”) and which is referenced in the Registration Statement as Exhibit 96.2 thereto;

 

the use of and references to my name, including my status as a “qualified person” (as defined in Subpart 1300 of Regulation S-K promulgated by the SEC) in connection with the Registration Statement; and

 

any extracts from or a summary of the Technical Report Summary in the Registration Statement and the use of any information derived, summarized, quoted or referenced from the Technical Report Summary, or portions thereof, that was or were prepared by me, that I supervised the preparation of and/or that was or were reviewed and approved or certified by me, that is or are included in the Registration Statement.

 

I am responsible for authoring, and this consent pertains to, the Technical Report Summary. I certify that I have read the descriptions and references to the Technical Report Summary in the Registration Statement and that they fairly and accurately represent information in the Technical Report Summary for which I am responsible.

 

Date: June 6, 2025

 

  By:  /s/ Bruno Yoshida Tomaselli
    Name: Bruno Yoshida Tomaselli, FAusIMM
    Title: Consulting Manager
    Location:  Belo Horizonte, Brazil

 

Exhibit 23.10

 

 

SRK Consulting (U.S.), Inc.

999 17th Street, Suite 400

Denver, CO 80202 

United States

 

+1 303 985 1333 office

+1 303 985 9947 fax

 

denver@srk.com

www.srk.com

 

June 6, 2025

 

Aura Minerals, Inc.

78 SW 7th Street, Suite 7144

Miami, FL 33130

 

Subject Consent Letter – Technical Report Summary on the Feasibility Study for the Borborema Gold Project, Currais Novos Municipality, Rio Grande do Norte, Brazil
   
Project Borborema Gold Project

SRK Consulting (U.S.), Inc. (SRK) consents to the issue of the Technical Report Summary for the Borborema Gold Project, Currais Novos Municipality, Rio Grande do Norte, Brazil dated March 28, 2025 (the Report) in the form and context in which it is to be included in documentation distributed to the directors of Aura Minerals, Inc., and in the filing with the Securities Exchange Commission. SRK is the Qualified Person for the sections of the Report as identified in section 2.2 of the Report.

 

SRK further confirms that this consent has not been nor will be withdrawn.

 

Neither the whole nor any part of this report nor any reference thereto may be included in any other document without the prior written consent of SRK as to the form and context in which it appears.

 

Regards,

 

/s/ SRK Consulting (U.S.), Inc.  
SRK Consulting (U.S.), Inc.  
999 17th Street, Suite 400  
Denver, CO 80202 USA  

 

SRK Consulting (U.S.), Inc. ● June 6, 2025

Exhibit 23.11

 

CONSENT OF QUALIFIED PERSON

 

Porfirio Cabaleiro Rodriguez, in connection with Aura Minerals Inc.’s Registration Statement on Form F-1 (the “Registration Statement”), consents to:

 

the filing and use by Aura Minerals Inc. (the “Company”) of and references to the technical report summary titled “S-K1300 Technical Report Summary - Apoena Mine (EPP Complex) Mineral Resource and Mineral Reserve, Mato Grosso, Brazil” (as amended, the “Technical Report Summary”), dated March 28th, 2025, that was prepared in accordance with Subpart 1300 of Regulation S-K promulgated by the U.S. Securities and Exchange Commission (the “SEC”) and which is referenced in the Registration Statement as Exhibit 96.3. thereto;

 

the use of and references to my name, including my status as a “qualified person” (as defined in Subpart 1300 of Regulation S-K promulgated by the SEC) in connection with the Registration Statement; and

 

any extracts from or a summary of the Technical Report Summary in the Registration Statement and the use of any information derived, summarized, quoted or referenced from the Technical Report Summary, or portions thereof, that was or were prepared by me, that I supervised the preparation of and/or that was or were reviewed and approved or certified by me, that is or are included in the Registration Statement.

 

I am responsible for authoring, and this consent pertains to, the Technical Report Summary. I certify that I have read the descriptions and references to the Technical Report Summary in the Registration Statement and that they fairly and accurately represent information in the Technical Report Summary for which I am responsible.

 

Date: June 6, 2025

 

  Porfirio Cabaleiro Rodriguez
   
  By:  /s/ Porfirio Cabaleiro Rodriguez
    Name:  Porfirio Cabaleiro Rodriguez
    Title: GE21 Director,
    Location: Belo Horizonte, Brazil

 

 

 

CONSENT OF QUALIFIED PERSON

 

Porfirio Cabaleiro Rodriguez, in connection with Aura Minerals Inc.’s Registration Statement on Form F-1 (the “Registration Statement”), consents to:

 

the filing and use by Aura Minerals Inc. (the “Company”) of and references to the technical report summary titled “S-K 1300 Technical Report Summary Initial Assessment Era Dorada Gold Project Jutiapa, Guatemala” (as amended, the “Technical Report Summary”), dated June 2, 2025, that was prepared in accordance with Subpart 1300 of Regulation S-K promulgated by the U.S. Securities and Exchange Commission (the “SEC”) and which is referenced in the Registration Statement as Exhibit 96.7 thereto;

 

the use of and references to my name, including my status as a “qualified person” (as defined in Subpart 1300 of Regulation S-K promulgated by the SEC) in connection with the Registration Statement; and

 

any extracts from or a summary of the Technical Report Summary in the Registration Statement and the use of any information derived, summarized, quoted or referenced from the Technical Report Summary, or portions thereof, that was or were prepared by me, that I supervised the preparation of and/or that was or were reviewed and approved or certified by me, that is or are included in the Registration Statement.

 

I am responsible for authoring, and this consent pertains to, the Technical Report Summary. I certify that I have read the descriptions and references to the Technical Report Summary in the Registration Statement and that they fairly and accurately represent information in the Technical Report Summary for which I am responsible.

 

Date: June 6, 2025

 

  Porfirio Cabaleiro Rodriguez
   
  By: /s/ Porfirio Cabaleiro Rodriguez
    Name: Porfirio Cabaleiro Rodriguez
    Title: GE21 Director,
    Location:  Belo Horizonte , Brazil

 

 

 

 

 

Exhibit 23.12

 

Kirkham Geosystems Ltd.

 

CONSENT OF QUALIFIED PERSON

 

Kirkham Geosystems Ltd., in connection with Aura Minerals Inc.’s Registration Statement on Form F-1 (the “Registration Statement”), consents to the filing and use by Aura Minerals Inc. (the “Company”) of and references to the technical report summary titled “S-K 1300 Technical Report Summary Initial Assessment, Era Dorada Gold Project, Jutiapa, Guatemala” (the “Technical Report Summary”), dated June 2, 2025 that was prepared in accordance with Subpart 1300 of Regulation S-K promulgated by the U.S. Securities and Exchange Commission (the “SEC”) and which is referenced in the Registration Statement as Exhibit 96.7 thereto;

 

We are responsible for authoring, and this consent pertains to, the Technical Report Summary. We certify that we have read the descriptions and references to the Technical Report Summary in the Registration Statement and that they fairly and accurately represent information in the Technical Report Summary for which we are responsible.

 

Dated: June 6, 2025

 

  Kirkham Geosystems Ltd.
   
  By: /s/ Garth Kirkham
    Name: Garth Kirkham, P.Geo.
    Kirkham Geosystems Ltd.
    President and Principal
    Burnaby, BC, Canada V5E 1Z6

 

Exhibit 96.1

 

 

Aura Minerals Inc. | Aranzazu Mine

S-K 1300 Technical Report Summary

March 28, 2025

SLR Project No.: 233.065242.00006

 

 

S-K 1300 Technical Report Summary 

 

Aranzazu Mine, Zacatecas, Mexico

 

Aura Minerals Inc.

Craigmuir Chambers, Road Town, Tortola VG1110, British Virgin Islands

 

 

Prepared by:

SLR Consulting (Canada) Ltd.

55 University Ave., Suite 501, Toronto, ON M5J 2H7

 

 

SLR Project No.: 233.065242.00006

 

 

Effective Date:

December 31, 2024

Signature Date:

March 28, 2025

Revision: 0

 

 

 

 

 

Aura Minerals Inc. | Aranzazu Mine

S-K 1300 Technical Report Summary

March 28, 2025

SLR Project No.: 233.065242.00006

 

 

Table of Contents

 

Table of Contents i
1.0   Executive Summary 1-1
1.1   Summary 1-1
1.2   Economic Analysis 1-9
1.3   Technical Summary 1-14
2.0   Introduction 2-1
2.1   Site Visits 2-1
2.2   Sources of Information 2-2
2.3   List of Abbreviations 2-3
3.0   Property Description 3-1
3.1   Location 3-1
3.2   Land Tenure 3-3
3.3   Encumbrances and Royalties 3-6
3.4   Required Permits and Status 3-7
3.5   Other Significant Factors and Risks 3-7
4.0   Accessibility, Climate, Local Resources, Infrastructure and Physiography 4-1
4.1   Accessibility 4-1
4.2   Climate and Physiography 4-1
4.3   Local Resources 4-3
4.4   Infrastructure 4-3
5.0   History 5-1
5.1   Prior Ownership 5-1
5.2   Exploration and Development History 5-2
5.3   Past Production 5-4
6.0   Geological Setting, Mineralization, and Deposit 6-1
6.1   Regional Geology 6-1
6.2   Structural Geology 6-7
6.3   Local Geology 6-9
6.4   Property Geology 6-9
6.5   Mineralization and Alteration 6-16
6.6   Deposit Types 6-20
7.0   Exploration 7-1
7.1   Exploration 7-1

 

  i

 

 

Aura Minerals Inc. | Aranzazu Mine

S-K 1300 Technical Report Summary

March 28, 2025

SLR Project No.: 233.065242.00006

 

 

7.2     Drilling 7-5
7.3     Hydrogeology Data 7-14
7.4     Geotechnical Data 7-15
8.0     Sample Preparation, Analyses, and Security 8-1
8.1     Laboratories 8-1
8.2     Sample Preparation and Analysis 8-1
8.3     Density Determination 8-4
8.4     Quality Assurance and Quality Control 8-5
8.5     Sample Security 8-18
8.6     Conclusions and Recommendations 8-19
9.0     Data Verification 9-1
9.1     SLR Site Visit 9-1
9.2     SLR Audit of the Drill Hole Database 9-1
10.0   Mineral Processing and Metallurgical Testing 10-1
10.1   Introduction 10-1
10.2   Historical Plant Performance and Operating Criteria 10-1
10.3   Process and Analytical Chemical Laboratory 10-5
10.4   Metallurgical Testing 10-6
10.5   Recovery Projections for the Cash Flow Model 10-32
10.6   QP Opinion 10-36
11.0   Mineral Resource Estimates 11-1
11.1   Summary 11-1
11.2   Resource Database 11-2
11.3   Geological Interpretation 11-2
11.4   Resource Assays 11-6
11.5   Trend Analysis 11-9
11.6   Search Strategy and Grade Interpolation Parameters 11-15
11.7   Bulk Density 11-17
11.8   Block Models 11-18
11.9   Cut-off Value 11-18
11.10   Classification 11-20
11.11   Block Model Validation 11-23
11.12   Mineral Resource Reporting 11-30
12.0   Mineral Reserve Estimates 12-1

 

  ii

 

 

Aura Minerals Inc. | Aranzazu Mine

S-K 1300 Technical Report Summary

March 28, 2025

SLR Project No.: 233.065242.00006

 

 

12.1     Summary 12-1
12.2     Comparison with Previous Estimate 12-1
12.3     Conversion to Mineral Reserves 12-2
12.4     NSR Calculation 12-4
12.5     Cut-off Value 12-4
12.6     Dilution 12-5
12.7     Extraction 12-5
12.8     Mineral Reserve Reconciliation 12-6
13.0     Mining Methods 13-1
13.1     Geotechnical Studies 13-1
13.2     Mine Design 13-10
13.3     Production Mining 13-14
13.4     Development Mining 13-17
13.5     Mine Infrastructure 13-21
13.6     Mine Equipment 13-24
13.7     Mine Personnel 13-25
13.8     Life of Mine Plan 13-25
14.0     Processing and Recovery Methods 14-1
14.1     Process Plant Performance and Recent Improvements 14-1
14.2     Process Flowsheet 14-2
14.3     QP Opinion 14-7
15.0     Infrastructure 15-1
15.1     Access Roads 15-1
15.2     Power 15-1
15.3     Buildings 15-1
15.4     Fuel Storage 15-1
15.5     Explosives Magazine 15-1
15.6     Process Water 15-1
15.7     Potable Water 15-2
15.8     Waste Rock Storage 15-2
15.9     Tailings Storage Facilities 15-4
16.0     Market Studies 16-1
16.1     Marketing and Metal Prices 16-1
16.2     Contracts 16-1

 

  iii

 

 

Aura Minerals Inc. | Aranzazu Mine

S-K 1300 Technical Report Summary

March 28, 2025

SLR Project No.: 233.065242.00006

 

 

17.0     Environmental Studies, Permitting, and Plans, Negotiations, or Agreements with Local Individuals or Groups 17-1
17.1     Environmental and Social Setting 17-1
17.2     Environmental and Social Impacts and Risks 17-3
17.3     Project Permitting 17-4
17.4     Waste and Tailings Disposal, Site Monitoring, and Water Management 17-10
17.5     Mine Closure Requirements 17-13
17.6     QP Opinion 17-14
18.0     Capital and Operating Costs 18-1
18.1     Capital Costs 18-1
18.2     Operating Costs 18-2
19.0     Economic Analysis 19-1
19.1     Economic Criteria 19-1
19.2     Cash Flow 19-3
19.3     Sensitivity Analysis 19-6
20.0     Adjacent Properties 20-1
21.0     Other Relevant Data and Information 21-1
22.0     Iterpretation and Conclusions 22-1
22.1     Geology and Mineral Resources 22-1
22.2     Mining and Mineral Reserves 22-1
22.3     Mineral Processing 22-3
22.4     Irastructure 22-4
22.5     Environment 22-4
22.6     Capital and Operating Costs and Economics 22-5
23.0     Recommendations 23-1
23.1     Geology and Mineral Resources 23-1
23.2     Mining and Mineral Reserves 23-2
23.3     Mineral Processing 23-2
23.4     Environment 23-3
23.5     Capital and Operating Costs 23-3
24.0     References 24-1
25.0     Reliance on Information Provided by the Registrant 25-1
26.0     Date and Signature Page 26-1

 

  iv

 

 

Aura Minerals Inc. | Aranzazu Mine

S-K 1300 Technical Report Summary

March 28, 2025

SLR Project No.: 233.065242.00006

 

 

Tables

 

Table 1-1:     Aranzazu Cash Flow Metal Prices 1-10
Table 1-1:     After-Tax Cash Flow Summary 1-12
Table 1-2:     Summary of Mineral Resources – December 31, 2024 1-16
Table 1-3:     Summary of Mineral Reserves – December 31, 2024 1-17
Table 1-4:     Sustaining Capital Costs Summary 1-22
Table 1-5:     Operating Costs Estimate 1-23
Table 3-1:     Mineral Concessions Summary 3-5
Table 5-1:     Summary of Aranzazu Prior Ownerships 5-1
Table 5-2:     Summary of Historical Drilling Programs 5-2
Table 5-3:     Aranzazu Past Production 5-4
Table 7-1:     Aura Drilling Campaigns of Aranzazu 7-5
Table 7-2:     Significant Intercepts from 2020-2024 Drill Campaign GH and Mexicana Zones 7-9
Table 7-3:     Significant Intercepts from 2022-2024 Drill Campaign San Antonio South Zone 7-11
Table 7-4:     Significant Results from La Esperanza Drill Hole 2024 Deep Drill Program 7-12
Table 8-1:     Aranzazu QA/QC Sample Insertion Rates 8-6
Table 8-2:     Expected Values and Ranges of CRM for Copper 8-7
Table 8-3:     Expected Values and Ranges of CRM for Gold 8-8
Table 8-4:     Aranzazu Duplicate Sample Statistics 8-14
Table 8-5:     Aranzazu Check Assay Statistical Analysis 8-16
Table 9-1:     Summary of Data Verification Discrepancies 9-2
Table 10-1:   Summary of Results from Operations at Aranzazu 2022 to 2024 10-1
Table 10-2:   Paired Samples of Old and Recent Core for Tests of Aging Effect on Flotation 10-8
Table 10-3:   Variability Samples Selected 10-10
Table 10-4:   Core Used in the General Composite Sample 10-10
Table 10-5:   Head Assay of General Composite 10-11
Table 10-6:   QEMSCAN Results on General Composite 10-11
Table 10-7:   Test Conditions and Summary Results of Rougher Flotation Study 10-15
Table 10-8:   Results of Cleaner Tests on the General Composite Sample with Arsenic Depressants 10-17
Table 10-9:   Material balance of Test 35 Sodium Sulphide depressant- with 30 g/t SIPX/SEX 10-18
Table 10-10: Conditions used in Locked Cycle Test 10-19

 

  v

 

 

Aura Minerals Inc. | Aranzazu Mine

S-K 1300 Technical Report Summary

March 28, 2025

SLR Project No.: 233.065242.00006

 

 

Table 10-11:   Results of Locked Cycle Test 10-19
Table 10-12:   Variability Sample Test Results at a Primary Grind p80 150 to 100 microns 10-20
Table 10-13:   Gold Grades and Recoveries used in the Financial Model 10-21
Table 10-14:   Grindability of Variability Samples 10-22
Table 10-15:   Average Results of Flotation Testing on 2024 Variability Samples 10-23
Table 10-16:   Flotation Testing of Variability Samples 10-27
Table 10-17:   Metal Recoveries for Actual Production Data and Aura Financial Model 10-33
Table 10-18:   Projected Recoveries for Copper, Gold and Silver for LOM Plan Head Grades 10-34
Table 10-19:   Recoveries Selected for Use in the Financial Model Based on LOM Plan 10-34
Table 11-1:     Summary of Mineral Resources – December 31, 2024 11-1
Table 11-2:     Copper, Gold and Copper Assay and Composite Statistics 11-6
Table 11-3:     Copper, Gold, and Silver Composite Statistics and Capping Levels 11-7
Table 11-4:     Copper, Gold and Silver Variogram Parameters 11-13
Table 11-5:     Search Strategy and Grade Interpolation Parameters 11-15
Table 11-6:     Composite Selection Plan 11-16
Table 11-7:     Density Values per Domain 11-17
Table 11-8:     Block Model Extents and Dimensions 11-18
Table 11-9:     Mineral Resource NSR Parameters 11-19
Table 11-10:   Metal Price Adjustments 11-19
Table 11-11:   Mineral Resource Classification Parameters 11-20
Table 11-12:   Wireframe to Block Model Volume Confirmation 11-28
Table 11-13:   Copper, Gold and Silver Block Model Statistics for NN, ID2, and OK 11-28
Table 12-1:     Summary of Mineral Reserves – December 31, 2024 12-1
Table 12-2:     Mineral Reserves Comparison to Previous Estimates 12-2
Table 12-3:     Stope Optimizer Inputs 12-3
Table 12-4:     Mineral Reserve NSR Parameters 12-4
Table 12-5:     NSR Cut-off Breakdown 12-4
Table 12-6:     Mineral Reserve Reconciliation Data 12-6
Table 13-1:     Summary of UCS Rock Strengths 13-3
Table 13-2:     Description of GMT Categories 13-3
Table 13-3:     Stope Stability Analysis for Stope Walls 13-6
Table 13-4:     Ground support by GMT categories 13-9
Table 13-5:     Underground Ventilation Flow Requirement 13-21
Table 13-6:     Underground Mine Equipment Fleet 13-25

 

  vi

 

 

Aura Minerals Inc. | Aranzazu Mine

S-K 1300 Technical Report Summary

March 28, 2025

SLR Project No.: 233.065242.00006

 

 

Table 13-7:   Aranzazu Mine LOM Production Summary 13-28
Table 13-8:   Aranzazu Mine LOM Development Summary 13-28
Table 14-1:   Metallurgical and Mass Balance 14-3
Table 14-2:   Grinding and Reagent Requirements 14-4
Table 14-3:   Process Plant Water Balance 14-5
Table 16-1:   Metal Price Assumptions 16-1
Table 17-1:   Aranzazu - Environmental Permits 17-6
Table 18-1:   Sustaining Capital Costs Summary 18-1
Table 18-2:   Operating Costs Estimate 18-2
Table 19-1:   Aranzazu Cash Flow Metal Prices 19-1
Table 19-2:   After-Tax Annual Cash Flow Summary 19-4
Table 19-3:   After-Tax NPV 5% Sensitivity Analyses 19-7

 

 

Figures

 

Figure 3-1:   Location Map 3-2
Figure 3-2:   Mineral Concessions 3-4
Figure 4-1:   Physiographic Provinces of Mexico and Sub-Provinces of Sierra Madre Oriental Province 4-2
Figure 6-1:   Regional and Structural Geology of the Concepción del Oro District 6-2
Figure 6-2:   Regional Geology Stratigraphic Column of the Concepción del Oro District 6-4
Figure 6-3:   Schematic Model of the Geological Evolution of the Concepción del Oro Block 6-6
Figure 6-4:   Structural Model of the Aranzazu Deposit 6-8
Figure 6-5:   Cross Sections of Aranzazu Principal Skarn Bodies and Formations 6-11
Figure 6-6:   Plan View (level 1960) of Aranzazu Principal Skarns at the Zuloaga-Granodiorite Contact 6-13
Figure 6-7:   Late Equigranular Granodiorite Dyke (white, ~20 m wide) Cutting Quartz Monzonite Containing Sheeted Limonitic Veinlets in Mexicana-AA Pit 6-15
Figure 6-8:   Molybdenite Coating on Fractures in Late Equigranular Granodiorite, North End of Aranzazu Deposit 6-15
Figure 6-9:   Sheeted Kaolinized EDM Veinlets in Drill Core of GHFW 6-17
Figure 6-10: Sheeted Oxidized EDM Veinlets in Pervasive Kaolinized Quartz Monzonite Outcrop 6-18
Figure 6-11: Semi-massive Sulphide Zone in GHFW with Quartz (Qz), Pyrite (Py), Chalcopyrite (Ccp), and Chalcocite (Cct) 6-19
Figure 6-12: Metal Zoning of Skarn Deposits 6-21
Figure 7-1:   Airborne Magnetometry Map Showing Magnetic Susceptibility at 300 m Depth 7-2

 

  vii

 

 

Aura Minerals Inc. | Aranzazu Mine

S-K 1300 Technical Report Summary

March 28, 2025

SLR Project No.: 233.065242.00006

 

 

Figure 7-2:   Susceptibility from Geophysical Magnetometry Model of the El Cobre Area 7-4
Figure 7-3:   Aranzazu Property Diamond Drill Hole Locations 7-7
Figure 8-1:   Aura Minerals Lab Sample Preparation Flow Chart 8-3
Figure 8-2:   ALS Sample Preparation Flow Chart 8-4
Figure 8-3:   Aranzazu CRM Z-Score for Copper 8-10
Figure 8-4:   Aranzazu CRM Z-Score for Gold 8-10
Figure 8-5:   Aranzazu Fine Blanks Sample Results for Copper at Aura Minerals Lab 8-11
Figure 8-6:   Aranzazu Coarse Blanks Sample Results for Copper at Aura Minerals Lab 8-12
Figure 8-7:   Aranzazu Fine Blanks Sample Results for Gold at Aura Minerals Lab 8-12
Figure 8-8:   Aranzazu Coarse Blanks Sample Results for Gold at Aura Minerals Lab 8-13
Figure 8-9:   Scatter and HARD Plots for Copper and Gold Duplicates 8-15
Figure 8-10:   Check Assays QQ plots and Scatter plots for Copper and Gold: Bureau Veritas vs SGS 8-17
Figure 8-11:   Check Assays QQ plots and Scatter plots for Copper and Gold: Aura Minerals Lab vs SGS 8-18
Figure 10-1:   2024 Monthly Plant Copper Feed Grade and Copper Recovery 10-3
Figure 10-2:   2024 Monthly Plant Gold Feed Grade and Gold Recovery 10-3
Figure 10-3:   2024 Monthly Plant Silver Feed Grade and Silver Recovery 10-4
Figure 10-4:   2024 Copper Feed Grade versus Copper Recovery 10-4
Figure 10-5:   2024 Gold Feed Grade versus Gold Recovery 10-5
Figure 10-6:   2024 Silver Feed Grade versus Silver Recovery 10-5
Figure 10-7:   Drill Hole Traces for Metallurgical Sampling in GHFW 10-9
Figure 10-8:   QEMSCAN False Colour Images of -53+38 Fraction of Sulphides and Arsenides in the General Composite, <53>38µm, Examples of Enargite/Tennantite – Copper Sulphide Binaries 10-12
Figure 10-9:   Flowsheet Used in Rougher Flotation Testing 10-13
Figure 10-10:   Rougher Recovery of Copper from Samples Paired in Location and Lithology 10-14
Figure 10-11:   Rougher Recovery Arsenic from Samples Paired in Location and Lithology 10-15
Figure 10-12:   Cleaner Flotation Testing 10-16
Figure 10-13:   Gold Recovery versus Head Grade 10-21
Figure 10-14:   Copper Grade versus Copper Recovery in the Variability Tests 10-23
Figure 10-15:   Gold Grade versus Gold Recovery in the Variability Tests 10-24
Figure 10-16:   Silver Grade versus Silver Recovery in the Variability Tests 10-24
Figure 10-17:   Distribution of Au, As, and Cu Recoveries in the Variability Samples 10-25
Figure 10-18:   Drill Hole Traces for 2024 Metallurgical Samples 10-26

 

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Aura Minerals Inc. | Aranzazu Mine

S-K 1300 Technical Report Summary

March 28, 2025

SLR Project No.: 233.065242.00006

 

 

Figure 10-19: LOM Plan Average Mined Ore Grades for the Period 2025 to 2034 10-33
Figure 10-20: Copper Grade versus Copper Recovery for September through December 2024 10-35
Figure 10-21: Gold Grade versus Gold Recovery for September through December 2024 10-35
Figure 10-22: Silver Grade versus Silver Recovery for September through December 2024 10-36
Figure 11-1:   Plan View of Principal Lithologies and Mineralization Domains 11-4
Figure 11-2:   Longitudinal View - Mineralization Domains 11-5
Figure 11-3:   Gold Grade Contouring of Domain GHHW 11-10
Figure 11-4:   Copper Grade Contouring of Domain GHFW 11-11
Figure 11-5:   GHFW Variograms of Copper, Gold and Silver 11-14
Figure 11-6:   Classified Material above the $50/t NSR Cut-Off Value of GHFW 11-21
Figure 11-7:   Classified Material above the $50/t NSR Cut-Off Value of GHHW 11-22
Figure 11-8:   Copper Blocks and Composites Visual Validation of GHFW 11-24
Figure 11-9:   Gold Blocks and Composites Visual Validation of GHHW 11-25
Figure 11-10: Copper Swath Plots in X, Y and Z of GHFW 11-26
Figure 11-11: Silver Swath Plots in X, Y and Z of GHHW 11-27
Figure 12-1:   Aranzazu Operation Reconciliation Data – 2024 by Month 12-6
Figure 13-1:   Drill Holes used for the GHHW Assessment 13-2
Figure 13-2:   World Stress Map 13-5
Figure 13-3:   Stability Graph for Known Rock Mass Conditions in GHHW 13-7
Figure 13-4:   ELOS Categories 13-8
Figure 13-5:   Aranzazu Mine Mining Method (Longitudinal Section) 13-12
Figure 13-6:   Aranzazu Mine Mining Method (3D View) 13-13
Figure 13-7:   Transverse Stoping Schematic (Plan View) 13-15
Figure 13-8:   Transverse Mining Block Sequence 13-16
Figure 13-9:   Plan View of Typical Level Layout for Longitudinal Stoping 13-19
Figure 13-10: Plan View of Typical Level Layout for Transverse Stoping 13-20
Figure 13-11: Aranzazu Mine Ventilation System Schematic (Longitudinal Section) 13-22
Figure 13-12: Aranzazu Mine Ore Production by Method and Year 13-26
Figure 13-13: Aranzazu Mine Ore Production by Zone and Year 13-26
Figure 13-14: Aranzazu Mine Development and Waste Movement 13-27
Figure 13-15: Aranzazu Mine Plan by Year 13-29
Figure 14-1:   Grinding, Flotation and Dewatering Circuit Flowsheet 14-8

 

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Aura Minerals Inc. | Aranzazu Mine

S-K 1300 Technical Report Summary

March 28, 2025

SLR Project No.: 233.065242.00006

 

 

Figure 14-2:   Flowsheet of Proposed Molybdenum Flotation Circuit 14-9
Figure 15-1:   Surface Infrastructure Layout 15-3
Figure 15-2:   Tailings Storage Facilities 15-5
Figure 19-1:   After-Tax NPV 5% Sensitivity Analysis 19-8

 

 

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Aura Minerals Inc. | Aranzazu Mine

S-K 1300 Technical Report Summary

March 28, 2025

SLR Project No.: 233.065242.00006

 

 

1.0Executive Summary

 

1.1Summary

 

SLR Consulting (Canada) Ltd. (SLR) was retained by Aura Minerals Inc. (Aura) to prepare an independent Technical Report Summary (TRS) on the Aranzazu Cu-Au-Ag Mine (Aranzazu, the Mine, or the Property), located in Zacatecas State, Mexico. The purpose of this TRS is to support the disclosure of the December 31, 2024 Mineral Resource and Mineral Reserve estimates at Aranzazu and to support a listing on the New York Stock Exchange (NYSE) by Aura. This TRS conforms to United States Securities and Exchange Commission’s (SEC) Modernized Property Disclosure Requirements for Mining Registrants as described in Subpart 229.1300 of Regulation S-K, Disclosure by Registrants Engaged in Mining Operations (S-K 1300) and Item 601 (b)(96) Technical Report Summary. SLR visited the Property from November 19 to 21, 2024.

 

Aura is a mid-tier gold and copper producer listed on the Toronto Stock Exchange (TSX) under the symbol ORA, the Brazilian Stock Exchange (B3) as AURA33, and the OTC Markets (OTCQX) under ORAAF. Aura operates in Honduras, Brazil, and Mexico. Its exploration projects are located in Brazil, Guatemala, and Colombia.

 

The Aranzazu Property is situated in the Municipality of Concepción del Oro, within the State of Zacatecas, Mexico, near the northern boundary with the State of Coahuila. It hosts the Aranzazu deposit; a skarn deposit enriched with copper, gold, and silver. The site is located in a rugged mountainous region and can be accessed from the city of Zacatecas, approximately 250 km to the southwest, or from Saltillo, a city 112 km to the northeast in Coahuila. The Property has seen intermittent mining related activities, including open pit and underground excavations, since the 16th century.

 

Aura has held full ownership of the property since 2008 through its wholly-owned subsidiary Newington Corporation S.L (Newington) and its wholly-owned Mexican subsidiary, Aranzazu Holding S.A. de C.V. (Aranzazu Holding). The site includes the Aranzazu underground mine, where Aura initiated commercial production from the Aranzazu deposit in 2008. Production was paused from 2009 to 2011, resumed from 2011 to 2015, and then paused again from 2015 to 2018 before re-starting full production. The Mine produces a saleable concentrate containing copper, gold, and silver. In 2024, the Mine produced 77.6 thousand tonnes (kt) of concentrate from 1,229 kt of mill feed with average grades of 1.5% Cu, 0.83 g/t Au, and 22 g/t Ag.  

 

This is the initial TRS on Aranzazu.   National Instrument 43-101 Technical Reports for the Property, dated December 31, 2018, prepared by Aura and dated March 28, 2024, prepared by SLR are filed in Canada on SEDAR. All information presented in this report is effective as of December 31, 2024, unless explicitly stated otherwise.

 

1.1.1Conclusions

 

The SLR QPs offer the following conclusions by area.

 

1.1.1.1Geology and Mineral Resources

 

·Mineral Resources at Aranzazu have been estimated for all 14 mineralized bodies, incorporating data collected since the previous estimate dated December 31, 2023, as reported in Aura’s 2023 Annual Information Form (AIF).  Estimates were completed by Aura and have been audited and adopted by SLR.

 

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Aura Minerals Inc. | Aranzazu Mine

S-K 1300 Technical Report Summary

March 28, 2025

SLR Project No.: 233.065242.00006

 

·Sample preparation, security, and analysis adhere to industry standards, ensuring high data quality and integrity. Quality assurance and quality control (QA/QC) results confirm the accuracy and precision of assay data, supporting reliable Mineral Resource estimates.

 

·No significant sample bias was identified in the review of drill data and assays, ensuring the adequacy of the database for Mineral Resource estimation.

 

·The main mineralized zones at Aranzazu are classified as skarn deposits enriched with copper, gold, and silver. These mineralized bodies are associated with a large Eocene granodioritic intrusion and an anticline fold, with known mineralization extending 1.5 km along strike, 250 m across strike, and 850 m in depth.

 

·Infill and deep drilling campaigns from 2018 to 2024 in the Glory Hole (GH) zone have been successful in extending known mineralization. Although the lateral continuity of the skarn is poor in the GH zone, the zone remains open at depth with returned economic grades and thicknesses. The BW and Mexicana (MX) zones have been observed to thin at depth, and a structural study is required to understand the expansion potential of these zones.

 

·The Mineral Resource estimate, as prepared by Aura and reviewed and accepted by the SLR QP, has been classified in accordance with S-K 1300 definitions.

 

·Mineral Resources are estimated as at December 31, 2024, and use a net smelter return (NSR) that incorporates value from contained copper, gold, and silver and a minimum width of two metres is used to identify those portions of the Mineral Resource estimation that meet the requirement of reasonable prospects for economic extraction (RPEE).  Measured Mineral Resources at Aranzazu are estimated to total 6.07 million tonnes (Mt) at a grade of 1.06% Cu, 0.80 g/t Au, and 17 g/t Ag and contain 141,893 thousand pounds of copper (klb Cu), 155 thousand ounces of gold (koz Au), and 3,262 thousand ounces of silver (koz Ag). Indicated Mineral Resources are estimated to total 4.17 Mt at a grade of 0.81% Cu, 0.47 g/t Au, and 14 g/t Ag and contain 74,710 klb Cu, 64 koz Au, and 1,915 koz Ag. In addition, Inferred Mineral Resources are estimated to total 5.62 Mt at a grade of 0.82% Cu, 0.44 g/t Au, and 14 g/t Ag and contain 101,897 klb Cu, 79 koz Au, and 2,496 koz Ag.  Mineral Resources are exclusive of Mineral Reserves.

 

·With further work, there is potential for molybdenum (Mo) to be included in the Mineral Resource estimate.

 

·Across the property, prospectivity for carbonate replacement deposits (CRD) and skarn deposits is good, and further exploration work is warranted.

 

1.1.1.2Mining and Mineral Reserves

 

·Aranzazu is a mature mine with years of operating experience. Transverse stoping is the primary mining method used. Aranzazu began using longitudinal stoping in late 2023 to mine the Glory Hole Hangingwall (GHHW) zone, where ore widths are typically narrower. The use of this method at Aranzazu is currently being refined as more experience is gained.

 

·The estimated Mineral Reserves support a LOM plan that extends approximately 10 years to 2034 at a maximum production rate of 1,222,750 tonnes per annum (tpa) (3,350 tonnes per day [tpd]). Mineral Reserve estimates were prepared by Aura and audited and adopted by SLR.

 

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Aura Minerals Inc. | Aranzazu Mine

S-K 1300 Technical Report Summary

March 28, 2025

SLR Project No.: 233.065242.00006

 

·Mineral Reserves are estimated using net smelter return (NSR) that incorporates value from contained copper, gold, and silver. The NSR formula incorporates metal prices with smelter terms including payability, refinement, and treatment charges, and penalties for arsenic and bismuth. Stope designs are based on a break-even NSR cut-off value of $66.48/t ore.

 

·The current Mineral Reserve estimates, as prepared by Aura and reviewed and accepted by SLR, have been classified in accordance with definitions for Mineral Reserves in S-K 1300. Mineral Reserves as of December 31, 2024 total 11.47 Mt, grading 1.04% Cu, 0.64 g/t Au, and 17 g/t Ag, and containing 264,102,000 lb Cu, 237,000 oz Au, and 6,129,000 oz Ag.

 

·Mineral Reserves are estimated by qualified professionals using modern mine planning software in a manner consistent with industry practice.

 

·Measured Mineral Resources were converted to Proven Mineral Reserves, and Indicated Mineral Resources were converted to Probable Mineral Reserves. Inferred Mineral Resources were not converted to Mineral Reserves and are not included in the life of mine (LOM) plan.

 

·The geotechnical studies for the Mine were conducted by Aranzazu and their consultants, AMC Mining Consultants (AMC) and Call & Nicholas, Inc. (CNI). Investigations included core logging and laboratory testing to characterize the rock mass, followed by empirical analyses to determine stope sizing and necessary ground support. These studies have provided a sound understanding of the rock mass conditions and the necessary support requirements.

 

·Geotechnical conditions were assessed through historical and recent drilling programs targeting the GHHW and Glory Hole Footwall (GHFW) veins. Although no direct in situ stress measurements were conducted, suitable assumptions were made based on global stress maps. The rock mass was classified using the Barton Q-system, revealing conditions ranging from very poor to excellent quality, categorized into Geomechanical Material Types (GMT). Laboratory tests such as uniaxial compressive strength (UCS), tensile strength, triaxial tests, and direct shear tests were conducted to derive key geotechnical parameters.

 

·The geotechnical block model incorporates geological domains and is the basis for the mine design. Stope stability was assessed using the Modified Stability Graph method. For each GMT category, the Equivalent Length of Slough (ELOS) method was used to estimate overbreak for mining stopes. Ground support requirements were evaluated using the tunneling quality index Q’, with recommendations provided for rock bolts, surface support, and shotcrete applications based on the lower bounds of Q’ from each GMT category.

 

·The Excavation Stability Management Plan (ESMP) outlines the Aura approach to managing excavation stability, emphasizing worker safety and operational efficiency. It includes clearly defined roles and responsibilities, geotechnical evaluations, daily checklists, rockfall tracking, and convergence monitoring plans.

 

·Internal dilution is captured within the stope optimizer process and an additional 15% or 20% of external dilution is assigned zero metal grade to the created stope shapes depending upon stope widths. An extraction factor of 90% is applied to all designed stopes. An extraction factor of 100% is applied to ore development shapes.

 

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Aura Minerals Inc. | Aranzazu Mine

S-K 1300 Technical Report Summary

March 28, 2025

SLR Project No.: 233.065242.00006

 

1.1.1.3Mineral Processing

 

·The Aranzazu processing facilities (the Plant) consist of conventional primary, secondary, and tertiary crushing and screening circuits to produce an 80% passing (P80) six millimetres feed material for the primary grinding circuit. The grinding circuit consists of the three primary ball mills operating in parallel. Each mill is closed by hydro cyclones for classification, producing a P80 220 μm product. The combined cyclone overflow product flows to flotation, which consists of conditioning, four rougher tank cells, two banks of conventional rougher, and two banks of conventional scavenger flotation cells. The concentrate thickener overflow reports to the process water tank, and the thickener underflow is pumped to the concentrate filters for dewatering and shipping. The tailings from the last bank of scavenger flotation cells are pumped to the final tailing storage facility (TSF).

 

·Production data for the years 2022 to 2024 indicate consistent operating rates, copper, gold, and silver head grades and copper, gold, and silver recoveries during the period. The average daily production rate for the three-year period was 3,361.1 tpd.

 

·Copper, gold, silver, and arsenic head grades averaged 1.51%, 0.83 g/t, 20.2 g/t, and 0.12% respectively with little variance during the period. Copper, gold, silver and arsenic recoveries to concentrate averaged 91.3%, 81.0%, 63.6% and 64.9% respectively. Copper, gold, silver, and arsenic concentrate grades averaged 22.0%, 11.1 g/t, 209.0 g/t, and 1.3% respectively.

 

·The Aranzazu deposit consists of skarn copper/gold/pyrite lenses. The main copper mineral is chalcopyrite with significant (up to 15%) bornite and chalcocite. Deeper ore zones have substantial amounts of enargite (Cu3AsS4) and very minor tennantite, Cu6[Cu4(Fe,Zn)2]As4S13. While the ore has generally high pyrite (20% to 50%), the pyrite is thought to have been deposited in a separate event from copper minerals and gold, and therefore the pyrite does not contain gold.

 

·The enargite will float with the copper sulphide minerals and report to the copper concentrate, which in 2024 resulted in arsenic concentrations of approximately 11,500 ppm (1.15%). This resulted in penalties at the smelter, which are typically $2.00/dry metric tonnes (dmt) for each 1,000 ppm above 2,000 ppm.

 

·A critical parameter to be considered in the LOM plan is the copper to arsenic ratio. If the ratio is less than 7.7 the concentrate produced will have an arsenic content in excess of 30,000 ppm (3.0%). To minimize arsenic in the concentrate, copper concentrate grades should be maintained near the lower marketable limit, approximately 23% Cu.

 

·The composite was subjected to Quantitative Evaluation of Minerals by Scanning Electron Microscopy (QEMSCAN) analysis to determine the mineralogy of the copper bearing minerals, which included chalcopyrite (CuFeS2), bornite (Cu3FeS2), chalcocite (Cu2S), and enargite (Cu3AsS4), and to determine the liberation size for the enargite binaries.

 

·Adequate liberation should occur at 100% passing (P100) 53 microns. Approximately 25% of the copper is contained in enargite so that any separation of the arsenic bearing component of the ore would result in a significant loss of copper unless a separate high-arsenic copper concentrate could be produced. The particle size target in the plant operating criteria is P80 45 μm.

 

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Aura Minerals Inc. | Aranzazu Mine

S-K 1300 Technical Report Summary

March 28, 2025

SLR Project No.: 233.065242.00006

 

·It was concluded that none of the reagent schemes tested were effective in separating the copper and arsenic, due to mineralogy. The best method to improve selectivity for copper over arsenic was finer primary grinding.  

 

·Metallurgical testing performed in 2024 consisted of flotation testing of 210 drill hole variability samples. The results of these tests along with actual operating performance were used to determine the projected metal recoveries for the LOM cash flow.

 

·The LOM plan from 2025 to 2034 includes lower grade material with different mineralogy and lower recoveries. The recoveries are calculated from equations generated from plots of grade recovery data from the 2024 daily operating data from September through December, during which time the plant was operating the flotation circuit using diesel as a flotation regent extender, and the results of the 210 drill core flotation tests.

 

·A successful case of diesel application in flotation was observed in the Aranzazu concentrator, where it was implemented in September 2024 to improve molybdenum recovery. This strategy not only significantly increased molybdenum recovery but also had a positive impact on copper recovery, optimizing the overall results of the flotation process.

 

·The molybdenum testing in both the laboratory and plant appear to be promising but molybdenum will not be included in the current Mineral Resource and Mineral Reserve estimations and the economics.

 

1.1.1.4Infrastructure

 

·The Mine is located adjacent to the town of Concepción del Oro and connected by road to the town and major highways.

 

·Site power supply is 34.5 kV provided by the commercial power network, Commission Federal de Electricidad. This provides sufficient power for the operation.

 

·The fresh water supply for the processing plant comes from the El Salero wellfield, located in the community of Salero. Water is transported to the mine site via a one kilometre pipeline. The allowable annual withdraw is 1,081,495 m3, or an average of approximately 123 m³/h.

 

·On-site there are a number of buildings supporting the mining operation including an office and dry complex, maintenances shops, assay laboratory, core shack, and ancillary offices.

 

·There is a single waste rock pile on surface that contains waste material mined by open pit and earlier in the underground mine life. Currently waste generated by underground mining is not typically brought to surface since it is used for stope backfill.

 

·Aranzazu has multiple historical TSFs which are designated as Tailings Disposal (TD) No. TD1/TD2, TD3, TD4, Old TD5, and TD5 (active). The historical TSFs are in various stages of closure and reclamation, while the active TD5 area is currently being expanded to provide additional storage capacity.

 

1.1.1.5Environment

 

·The Mine has the environmental permits to operate (and confirmation of exclusion of the environmental impact process for exploration activities), and it is in the process of obtaining additional approvals for TD5 expansion (Phase 3) and associated changes in the land use to accommodate the additional areas related to this expansion.

 

 1-5

 

Aura Minerals Inc. | Aranzazu Mine

S-K 1300 Technical Report Summary

March 28, 2025

SLR Project No.: 233.065242.00006

 

·It is understood that TD5 is designed to receive a total of approximately 6.74 Mt of tailings from the end of October 2024 to completion of the TD5 Expansion (Phase 3). According to this, and the current LOM projection (11.47 Mt of ore), additional tailings capacity will be required. SLR understands that Aura has not started planning permitting for additional tailings facilities beyond TD5 expansion (Phase 3).

 

·The municipal domestic waste dump that serves the community lies within the TD5 expansion (Stage 3), and Aranzazu has obtained the environmental permit to relocate it.

 

·The Aranzazu operation does not generate excess water to be discharged to the environment (i.e., zero discharge operation).

 

·Historical and current tailings management facilities at Aranzazu are overseen and monitored by various engineering consultants.  Studies have been or are in the process of being completed to quantify risks and develop action plans.  

 

·The Mine has a Closure Plan, updated in 2024. No information is provided on closure of the open pits nor former environmental liabilities (i.e., shafts, adits, old tailings/water pipelines located within Concepción de Oro). In addition, the Closure Plan and associated cost do not consider the outcome of the tailings/waste rock studies being completed.

 

·The closure costing presented in the 2024 Closure Plan is US$12,584,229.  There are currently no requirements under Mexican law for closure financial provision.

 

1.1.1.6Capital and Operating Costs and Economics

 

·The capital and operating costs are based on years 2023 and 2024 budgets and actuals, adjusted by current and forecasted operating needs. SLR has reviewed the capital and operating costs and considers them to be appropriate for the remaining mine life.

 

·The LOM production schedule in the cash flow model is based on the December 31, 2024 Mineral Reserves.

 

·The economic analysis using the production, revenue, and costs estimates presented in this TRS confirms that the outcome is a positive cash flow that supports the statement of Mineral Reserves for a 9.4-year mine life. At CIBC Analysts Consensus Commodity Price with a long term price of: US$4.24/lb copper, US$2,212/oz gold, and US$27.69/oz silver, the undiscounted pre-tax cash flow is US$453 million, and the undiscounted after-tax cash flow is US$281 million. The pre-tax net present value (NPV) at a 5% base discount rate is US$388 million and the after-tax NPV at a 5% base discount is US$244 million.

 

·The SLR QP confirms that SLR completed the economic analysis using reserve metal prices. The analysis demonstrates that Aranzazu’s Mineral Reserves are also economically viable at these prices.

 

1.1.2Recommendations

 

The SLR QPs offer the following recommendations by area.

 

1.1.2.1Geology and Mineral Resources

 

1Conduct infill drilling campaigns to upgrade the classification of Inferred Mineral Resources across all domains to at least the Indicated category.

 

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Aura Minerals Inc. | Aranzazu Mine

S-K 1300 Technical Report Summary

March 28, 2025

SLR Project No.: 233.065242.00006

 

2Expand the collection of density measurements at all deposits to improve understanding of how density varies across lithologies, mineralized zones, and domain’s shoulders, with a focus on undersampled domains, and assess high maximum values in current database to refine future estimations. The SLR QP recommends that Aura conduct a reconciliation analysis to assess whether their density estimates are performing as expected at the Property.

 

3Although the data collection, management, verification procedures, and QA/QC at the site meet the requirements of this TRS, the SLR QP advises ongoing monitoring of failures to address control mix-ups promptly or request necessary reruns. The SLR QP also suggests implementing coarse duplicates at a rate of 1% to 2% to assess precision during crushing and laboratory preparation. Furthermore, it is recommended to take two half core samples instead of two quarter core samples for field duplicates and to explore further the low negative bias in gold check assays from the internal laboratory. Detailed recommendations are available in the respective sections of this TRS.

 

4Monitor molybdenum performance as part of the QA/QC routine in anticipation of it becoming an economic contributor to the Mine.

 

5Address the omission of missing values and intervals by replacing them with either 0 or the lowest detection limit, ensuring a more accurate and consistent dataset. The chosen approach should reflect the underlying cause of the missing data.

 

6While the combined application of a wireframe minimum thickness of two metres and a visual review of grade continuity above the cut-off grade meet the criteria for RPEE, adopting underground reporting shapes generated with an optimisation tool may be a process improvement.

 

7As additional data becomes available, review the interpolation strategy, conduct trend analysis, assess capping thresholds on composites, and refine classification using variography parameters.

 

8Consider integrating dynamic anisotropy and sub-blocking the model to capture finer details and grade plunges of mineralized domains.

 

9Investigate whether sub-domains for individual elements could enhance the estimate.

 

10Evaluate the potential for resource expansion at depth in the Glory Hole zone, where economic grades and thicknesses have been encountered despite limited lateral continuity. Additionally, undertake a structural study to better understand the potential for mineralization extension at BW and MX.

 

11Use higher metal prices for Mineral Resource estimation compared to Mineral Reserve estimation. By doing so the NSR cut-off value can be held constant between the two estimates.  

 

1.1.2.2Mining and Mineral Reserves

 

1Undertake an extraction and dilution study that incorporates reconciliation data with the aim of refining the modifying factors used in mine planning. The use of different modifying factors depending on mining method and geotechnical conditions may improve the accuracy of designs and production forecasts.

 

2Continue to track operating costs closely, and when more data becomes available for longitudinal stoping, consider using different operating costs and NSR cut-offs by stoping method.

 

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Aura Minerals Inc. | Aranzazu Mine

S-K 1300 Technical Report Summary

March 28, 2025

SLR Project No.: 233.065242.00006

 

3The majority of longitudinal sill pillar mining is deferred until the final year of the mine life. Because sill pillar mining will be executed at lower productivities, execute some sill pillar mining earlier in the mine life to smooth out the production rate decrease.

 

4As there is an expected increase in total haulage requirements through the mine life, partially related to the increase in waste backhauling, conduct a comprehensive material movement study to understand the overall movement of material through the mine life and identify any infrastructure shortfalls and opportunities.

 

5Plan additional data capture from core logging and mapping of underground openings as production continues. Data coverage should be improved from 1,500 m elevation and below (via drilling). Aura should include the recording of small scale structures, such as joint sets, and major structures like faults, dykes, and shear zones. Ground stress measurements should be undertaken to compare against the estimates made for the geotechnical analyses.

 

6Use tight fill stope designs to minimize the risk of overbreak and reduce dilution. This approach will involve filling stopes with waste rock to reduce unsupported areas, thereby improving wall stability and decreasing the likelihood of sloughing and overbreak. Ground support systems should be implemented immediately after development in poor ground conditions to prevent time-dependent failures. The shotcrete and bolting standards should be optimized to increase productivity while maintaining safety in the highly variable ground conditions observed in the GHHW vein.

 

7While a geotechnical stope design process has been conducted, continue to improve the geotechnical stope design process as more data and knowledge is gathered through operations; Aura should implement a robust monitoring and back-analysis strategy to continuously improve stope design and sequencing.

 

1.1.2.3Mineral Processing

 

1Metallurgical testing including ore characterization, ore hardness, and flotation testing should be performed on samples of the ore types and grade ranges specified in the LOM plan. The metal grades decrease by approximately half over the last years of the mine plan.

 

2Metallurgical testing is currently being performed to support the addition of molybdenum recovery circuit to the concentrator. The laboratory flotation tests using diesel as a reagent extender have indicated potential improvements in copper recovery as well as molybdenum recovery. Diesel additions in the operating plant appear to improve metal recoveries possibly due to the recovery of more fine material. More work is required to confirm.

 

1.1.2.4Environment

 

1Ensure that the additional environmental approvals (including land use change) are obtained for TD5 expansion (Phase 3). In addition, Aura should ensure that the Unique Environmental Licence is up to date and considers the changes in the Mine’s facilities (i.e., TD5 and associated expansions).

 

2Allow sufficient time for planning and completion of environmental studies that will be required for the additional tailings area required based on the amount of LOM material to be processed.

 

3Continue to review, update, and implement the existing environmental procedures.

 

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S-K 1300 Technical Report Summary

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SLR Project No.: 233.065242.00006

 

4Develop electronic spreadsheets to tabulate, compile, process and document water quality data results, air emissions, noise, and vibration monitoring. This will allow the Property to track compliance with the applicable regulations. The analysis will allow Aranzazu to identify and manage any issues as they arise implementing timely corrective actions.

 

5Complete studies on water supply evaluation at the Aranzazu area to establish whether the local aquifers have the potential to provide enough water to meet the estimated water demand for the operation during the mine life without affecting water supply for other authorized users.

 

6Complete further hydrogeology studies to understand any potential groundwater quality impacts downstream of the site.

 

7Continue engagement with community and community investment initiatives, as well as managing the potential blasting impacts on houses built by squatters within the Mine area. As part of that, develop and implement a stakeholder and community engagement plan including a grievance mechanism. In addition, review applicability and develop an Indigenous Relations Strategy/Plan.

 

8Ongoing tailings management would benefit from the incorporation of an Independent Tailings Review Board (ITRB). An ITRB would provide comprehensive oversight of tailings management and associated risk mitigations and be consistent with the current guidance provided by the Global Industry Standard on Tailings Management (GISTM).

 

9Update the Failure Mode and Effects Assessments (FMEA) for historical and operating tailings areas regularly.

 

10Ensure the OMS manual has been updated to reflect current TD5 configuration and operating conditions.

 

11Update the Closure Plan and associated cost estimates to reflect all existing and current infrastructure, including all environmental liabilities. The update should incorporate the outcome of the studies being completed for the TSFs to ensure the measurements associated with their physical and chemical stability are included.

 

1.1.2.5Capital and Operating Costs

 

1Optimize operating costs through efficiency improvements in energy consumption, procurement, and contractor services, leveraging reduced power costs from the national grid and renegotiating key supply contracts.

 

2Enhance cost tracking and financial planning by implementing real-time expenditure monitoring, conducting periodic cost benchmarking against peer operations, and updating sensitivity analyses for gold price scenarios to ensure economic resilience.

 

3Ensure capital and operating expenditures remain proportional to the mine’s remaining life, avoiding overcapitalization while maintaining operational reliability and long-term value.

 

1.2Economic Analysis

 

The economic analysis contained in this TRS is based on the Aranzazu Mineral Reserves, economic assumptions, and capital and operating costs provided by the Aura technical team and reviewed by SLR. All costs are expressed in Q3 2024 US dollars. Unless otherwise indicated, all costs in this section are expressed without allowance for escalation, currency fluctuation, or interest.

 

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S-K 1300 Technical Report Summary

March 28, 2025

SLR Project No.: 233.065242.00006

 

A summary of the key criteria is provided below.

 

1.2.1Economic Criteria

 

1.2.1.1Physicals

 

·Mine life: 9.4 years between 2025 and 2034

 

·Underground peak mining rate: 1,800 thousand tonnes per annum (ktpa) in year 2026

 

·LOM Ore Feed to process: 11,473 kt ore at 1.04% Cu, 0.64 g/t Au, and 16.62 g/t Ag

 

·LOM Contained Metal

 

  o Copper: 264 Mlb Cu
  o Gold: 237 koz Au
  o Silver: 6,129 koz Ag

 

·Copper Concentrate: 477 thousand dry metric tonnes (kdmt) of concentrate at 22.83% Cu grade

 

·Weighted average LOM Process Recovery, based on developed grade-recovery formula:

 

  o Copper Recovery 91.2%
  o Gold Recovery: 81.2%
  o Silver Recovery: 61.0%

 

·LOM Recovered Metal

 

  o Copper: 241 Mlb Cu
  o Gold: 192 koz Au
  o Silver: 3,741 koz Ag

 

1.2.1.2Revenue

 

·Exchange rate US$1.00 = MXN$20.50.

 

·Revenue is estimated based on metal prices provided to SLR by Aura, which were sourced from CIBC Analysts Consensus Commodity Price Forecasts from March 2025.  The CIBC metal price forecast is presented in Table 1-1:

 

Table 1-1: Aranzazu Cash Flow Metal Prices

 

Metal Prices 2025 2026 2027 2028 2029- Long Term
Gold (US$/oz)  2,668  2,621  2,490  2,363  2,212
Silver (US$/oz)  31.69  31.87  30.76  29.08  27.69
Copper (S$/lb)  4.26  4.45  4.59  4.70  4.24

 

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S-K 1300 Technical Report Summary

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SLR Project No.: 233.065242.00006

 

 

·Payable metals are estimated at 93.9% for gold, 87.7% for silver, and 95.6% for copper. These rates are based on actual agreement figures.

 

·Transportation, Treatment and Refining charges of:

 

oTransportation: US$86.50/dmt of Cu concentrate

 

oCu concentrate treatment: US$82.00/dmt of Cu concentrate

 

oCu refining: US$0.082/lb of payable Cu

 

oAu refining: US$5.00/oz of payable Au

 

oAg refining: US$0.35/oz of payable Ag

 

·Penalties for arsenic and bismuth, totalling US$5 million over the LOM

 

·Settlement price charges:

 

oGold realized charge: US$71.11/oz Au

 

oSilver realized charge: US$3.44/oz Ag

 

oCopper realized charge: US$0.080/lb Cu

 

·Third party royalty of 1% NSR

 

·LOM net revenue is US$1,373 million (after Selling Charges and Royalties)Revenue is recognized at the time of production.

 

1.2.1.3Costs

 

·Mine life: 9.4 years.

 

·Costs were estimated considering an exchange rate of MXN$20.50 per US$1.00

 

·Mine life sustaining capital totals US$136.6 million.

 

·Mine life exploration capital costs of US$22.6 million.

 

·Mine closure and reclamation costs between 2033 and 2034 total US$25 million. SLR notes that this closure cost is higher than the cost included in the 2024 Closure Cost (ARO), which is US$12.6 million. The SLR QP considers the higher closure and reclamation costs included in the LOM cashflow to reflect a more realistic approach as the closure of the TDs, open pits, and the former environmental liabilities need to be incorporated into the closure plan cost estimate.

 

·Average operating cost over the mine life is US$63.96 per tonne milled.

 

oUnderground mining costs: US$45.71/tonne milled

 

oProcessing costs: US$14.07/tonne milled

 

oGeneral and administrative (G&A) and overhead costs: US$4.17/tonne milled

 

·LOM site operating costs of US$733.8 million

 

·Corporate G&A overhead allocation costs of US$0.95 million per year over the LOM.

 

1.2.1.4Taxation and Royalties

 

·Property is subject to 1% NSR Royalty

 

·Mexican Corporate Income Tax: 30%.

 

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Aura Minerals Inc. | Aranzazu Mine

S-K 1300 Technical Report Summary

March 28, 2025

SLR Project No.: 233.065242.00006

 

·Mexican Government Mining Royalty: 7.5%.

 

·Extraordinary Mining Tax: 0.50%

 

·SLR has relied on Aura’s calculation of taxes applicable to the cash flow.

 

·Total taxes estimated: US$172 million.

 

1.2.2Cash Flow Analysis

 

SLR prepared a LOM unlevered after-tax cash flow model to confirm the economics of the Mine over the LOM (between years 2025 and 2034). Economics have been evaluated using the discounted cash flow method by considering LOM production on a 100% basis, annual processed tonnages, and copper, gold, and silver grades. The associated copper concentrate grades and metal recoveries, metal prices, operating costs, copper concentrate transportation, treatment and refining charges, sustaining capital costs, and reclamation and closure costs, and income tax and special mining tax were also considered.

 

The base discount rate assumed in this TRS is 5% as per Aura’s corporate guidance. Discounted present values of annual cash flows are summed to arrive at Aranzazu Mine Base Case Net Present Value (NPV). For this cash flow analysis, the internal rate of return (IRR) and payback are not applicable given Aranzazu is already an operating mine; therefore, there is no initial investment to be recovered.

 

To support the disclosure of Mineral Reserves, the economic analysis demonstrates that Aranzazu’s Mineral Reserves are economically viable at CIBC Analysts Consensus Commodity Price with a long term price of: US$4.24/lb copper, US$2,212/oz gold, and US$27.69/oz silver. The Mine’s Base Case undiscounted pre-tax net cash flow is approximately US$453 million, and the undiscounted after-tax net cash flow is approximately US$281 million. The pre-tax NPV at an 5% discount rate is approximately US$388 million and the after-tax NPV at an 5% discount rate is approximately US$244 million.

 

The SLR QP confirms that SLR has also run the economic analysis using flat reserve metal prices of copper US$4.20/lb, gold US$2,000/oz, and silver US$25.00/oz. The analysis demonstrates that Aranzazu’s Mineral Reserves are also economically viable at these prices.

 

Aranzazu’s revenue by metal of 66% Cu, 28% Au, and 6% Ag, influence how cash costs are presented in US dollar per copper equivalent pounds.  The C1 cash costs are US$2.02/lb Cu Equivalent produced. The mine life sustaining capital cost is US$0.51/lb Cu Equivalent produced, for an AISC of US$2.51/lb Cu Equivalent produced.  

 

The Aranzazu mine will add average annual sales over its 9.4-year mine life of 19,177 oz Au per year, with 348,652 oz Ag per year, and 24 Mlb Cu per year.

 

A summary of the results of the Mine’s Base Case cash flow analysis at Analysts Consensus Commodity prices for the LOM is presented in Table 1-2.

 

Table 1-2: After-Tax Cash Flow Summary

 

Description Units Value
LOM Years 9.4
Production    
UG Ore Production 000 tonnes 11,473
Mill Feed 000 tonnes 11,473

 

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S-K 1300 Technical Report Summary

March 28, 2025

SLR Project No.: 233.065242.00006

 

 

Description Units Value
  Au Grade g/t 0.64
  Ag Grade g/t 16.62
  Cu Grade % 1.04
Cu Concentrate 000 dmt 477,422
  Cu grade in concentrate % 22.83
Realized Market Prices    
Cu ($/lb) realized price US$/lb 4.37
Au ($/oz) realized price US$/oz 2,393
Ag ($/oz) realized price US$/oz 29.23
Payable Metal    
Cu (Mlb) Mlb 230
Au (koz) koz 180
Ag (koz) koz 3,274
Total Gross Revenue US$ million 1,531
Mining Cost US$ million  (524)
Processing Cost US$ million  (161)
Site Support and G&A Cost US$ million  (48)
Sales / TC / RC Charges US$ million  (144)
NSR Third Party Royalties US$ million  (14)
Operating Margin US$ million 640
Off-site Admin costs – Corp G&A US$ million  (10)
EBITDA US$ million 630
Sustaining Capital US$ million  (137)
Exploration Capital US$ million  (23)
Working Capital US$ million 7
Closure/Reclamation Capital US$ million  (25)
Total Capital US$ million  (177)
Project Economics    
Pre-tax Free Cash Flow US$ million 453
Pre-tax NPV @ 5% US$ million 388  
Extraordinary Mining Tax US$ million  (3)
Special Mining Tax US$ million  (43)
Corporate Income Tax US$ million  (127)
After-tax Free Cash Flow US$ million 281
After-tax NPV @ 5% US$ million 244

 

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S-K 1300 Technical Report Summary

March 28, 2025

SLR Project No.: 233.065242.00006

 

 

1.2.3Sensitivity Analysis

 

Risks can be identified in both economic and non-economic terms. Key economic risks were examined by running cash flow sensitivities:

 

·Copper, gold, and silver prices

 

·Copper, gold, and silver head grades

 

·Copper, gold, and silver metallurgical recoveries

 

·Operating costs

 

·Capital costs (sustaining and closure)

 

After-tax NPV 5% sensitivities over the Aranzazu Mine Base Case have been calculated for -20% to +20% (for head grade), -5% to +5% (for metallurgical recovery), -20% to +20% (for metal prices), and -10% to +15% (for operating costs and capital costs) variations, to determine the most sensitive parameter for the Mine.

 

The sensitivity analysis at Aranzazu shows that the after-tax NPV5% is most sensitive to head grades, metal prices, and metallurgical recoveries, followed by operating costs and capital costs. The QP notes that a 10% reduction in metal prices reduces the after-tax NPV5% by 28% for the Aranzazu Mine Base Case.

 

1.3Technical Summary

 

1.3.1Property Description

 

Aranzazu is located within the Municipality of Concepción del Oro in the State of Zacatecas, Mexico near its northern border with the State of Coahuila. The Property is situated in a rugged mountainous area and is accessed either from the city of Zacatecas, located 250 km to the southwest, or from the city of Saltillo, located 112 km to the northeast in the State of Coahuila.

 

1.3.2Land Tenure

 

The Aranzazu Property consists of 43 mineral claims, primarily contiguous and varying in size, encompassing a total area of approximately 12,528 ha. Aura owns 100% of the Property and has control over the surface rights for all areas covered by the mineral concessions. These rights were transferred to Aranzazu Holdings as part of the acquisition from the previous owner, Macocozac S.A. de C.V. (Macocozac).

 

1.3.3History

 

The Aranzazu district has a rich mining history, with activities dating back to 1546 during the Concepción del Oro district's early development. Gold was initially discovered in the 16th century, and the region gained significant economic importance in the 17th century before experiencing a decline in mining activity during the 18th century. Ownership of the Property has evolved over centuries, with key transitions including acquisition by the Mazapil Copper Company Ltd. (Mazapil Copper) in 1889, subsequent operations by American Smelting & Refining Company (ASARCO) until nationalization in 1982, and later management by Fomento Minero (Federal Mining Commission) and Macocozac. Mining activities ceased in 1999, but the

 

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S-K 1300 Technical Report Summary

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SLR Project No.: 233.065242.00006

 

Property underwent further development and transactions, including a joint venture with Minera Frisco S.A. in 2002 and eventual acquisition by Aura in 2008, which secured 100% ownership of all mining rights and assets.

 

Historical exploration of the Property prior to the 1970s is undocumented; however, extensive exploration and definition drilling have been conducted since then, alongside underground and open pit mine development. Hundreds of drill holes have been completed, primarily through diamond drilling, though the objectives and quality of the historical data vary. Most drilling occurred in the 1970s and 1980s, with later programs including Sand River’s due diligence review and small drilling campaign in 1998 and Coeur d'Alene Mines’ limited drilling in 2004. Historical data recovered from Macocozac’s records have been digitized in a Microsoft Access database after verification. Assays were mainly performed on-site, with copper analyzed in most drill holes, though not consistently for all intervals. Gold, silver, and zinc were less frequently analyzed, and only a limited amount of drill core has been preserved.

 

The Aranzazu Property and Concepción del Oro mining district feature numerous historical mine workings and ruins reflecting both early, haphazard extraction efforts and later, more systematic underground and open pit mining. Early inefficiencies due to fragmented ownership were addressed in 1889 when Mazapil Copper consolidated concessions and expanded production. Over time, extensive underground infrastructure was developed, including numerous levels, tunnels, and stopes, though many workings are now difficult to access. Mining ceased in 1999 due to low metal prices, taxes, and labor disputes. Aura acquired the Property in 2008, resumed production in 2011, and operated until 2015, when operations were suspended due to economic challenges. Full production re-started in 2018.

 

1.3.4Geological Setting, Mineralization, and Deposit

 

The Concepción del Oro district lies within the Eastern Fold Belt of the Sierra Madre Oriental, featuring sedimentary and igneous rocks from the Jurassic to the Cenozoic. The district is marked by significant folding, faulting, and contact metamorphism, resulting in the formation of skarns and carbonate replacement deposits rich in copper, gold, and silver. Mineralization primarily occurs in Jurassic and Cretaceous sedimentary rocks, such as the Zuloaga and La Caja Formations, due to Eocene granodioritic intrusions. Key mineralized zones at the Mine are associated with these intrusions, which caused widespread metasomatism and alteration, producing skarn deposits with typical zoning patterns: copper near the intrusions, molybdenum in proximal zones, and silver, zinc, and lead in distal zones.

 

Intrusions in the district include quartz monzonitic and granodioritic bodies, which host porphyry-style mineralization and cause skarnification of surrounding rocks. Alteration assemblages vary, with propylitic, phyllic, and potassic styles depositing copper, gold, and silver mineralization. The Aranzazu deposit spans 1.5 km in strike, up to 250 m in width, and extends 850 m deep. Recent exploration has identified mineralization open at depth in key zones such as the Glory Hole. Copper mineralization occurs as chalcopyrite, bornite, and other sulphides, with spatial distribution influenced by structural controls and fluid oxidation. The district remains a significant example of contact metasomatic and skarn-related mineral systems.

 

1.3.5Exploration

 

Since 2020, significant exploration efforts have been undertaken at the Mine, focusing on expanding resources beyond the main production zones. These efforts included surface geological mapping at a 1:5,000 scale, rock sampling, and targeted geophysical surveys. Priority areas include previously mined shallow zones such as Cabrestante, Esperanza, and Cata-Arroyo, which align with the regional northwest-southeast mineralization trend.

 

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S-K 1300 Technical Report Summary

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SLR Project No.: 233.065242.00006

 

Geophysical campaigns, including airborne magnetometry and induced polarization (IP) surveys, highlighted key structural and geological features, such as the continuity of mineralized skarns and the presence of regional faults acting as hydrothermal conduits. Drilling campaigns in 2024 confirmed the extension of skarn mineralization in the Esperanza zone, with promising copper and gold grades, while further drilling is planned to explore its full potential.

 

Between 2011 and 2017, limited drilling occurred due to operational pauses with a focus on resource delineation. Since reopening in 2018, exploration and definition drilling resumed, targeting producing zones such as GH, MX, and BW. Since 2018, a total of 1,332 drill holes have been completed, refining resource estimates and supporting ongoing production. In parallel, a comprehensive hydrogeological study in 2021 assessed underground water dynamics, identifying ten hydrogeological units and recommending additional monitoring and resource exploration to optimize water management. These integrated efforts underscore a systematic approach to enhancing resource potential and operational sustainability at Aranzazu.

 

1.3.6Mineral Resource Estimates

 

SLR conducted an audit and review of the Aranzazu Mineral Resource estimate prepared by Aura using drill hole data available as of July 31, 2024. The database includes 2,585 drill holes totalling 437,077.56 m, comprising 218,317 copper assays, 208,766 gold assays, and 211,579 silver assays. Three-dimensional wireframe models were developed using a nominal NSR threshold of $45/t across all zones. Assays were composited to two metre intervals and capped by zone prior to interpolation.

 

Copper, gold, and silver grades within the wireframes were interpolated into the block model using either the ordinary kriging (OK) method or the inverse distance squared (ID2) method, depending on the zone. Block density was estimated using drill core density measurements, which ranged between 2.03 t/m³ and 5.51 t/m³.

 

Blocks were classified as Measured, Indicated, or Inferred based on local drill hole spacing and proximity to existing underground development. The drill hole spacing criteria were established through variography and adjusted to reflect geological understanding, grade continuity, and consistent classification shapes.

 

A minimum thickness of two metres was applied during the creation of mineralized domains, and depletion solids were generated to remove isolated blocks exceeding the NSR cut-off value of $50/t. These adjustments ensure compliance with RPEE.

 

Mineral Resources, reported exclusive of Mineral Reserves, as of December 31, 2024 at Aranzazu, are summarized in Table 1-3.

 

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S-K 1300 Technical Report Summary

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SLR Project No.: 233.065242.00006

 

 

Table 1-3: Summary of Mineral Resources – December 31, 2024

 

Category Tonnage (000 t) Average Grade Contained Metal Metallurgical Recovery
Cu
(%)
Au
(g/t)
Ag
(g/t)
Cu
(000 lb)
Au
(000 oz)
Ag
(000 oz)
Measured 6,069 1.06 0.80 17 141,893 155 3,262 91.3% Cu, 79.5% Au, 62.8% Ag
Indicated 4,167 0.81 0.47 14 74,710 64 1,915
Total Measured + Indicated 10,236 0.96 0.67 16 216,603 219 5,178
Inferred 5,623 0.82 0.44 14 101,897 79 2,496

 Notes:

 

1.   The definitions for Mineral Reserves in S-K 1300 were followed for Mineral Reserves.

 

2.   The Mineral Reserves were estimated by Aura and reviewed and accepted by SLR.

 

3.   The Mineral Reserve estimate is reported on a 100% ownership basis.

 

4.   Mineral Reserves are reported on an in-situ basis after applying dilution and mining recovery.

 

5.   Mineral Reserves are estimated at an NSR cut-off value of US$66.48/tonne.

 

6.   Mineral Reserves are estimated using an average long-term price of US$2,000/oz Au, US$4.20/lb Cu, and US$25.00/oz Ag, metallurgical recoveries of 91.3% Cu, 79.5% Au, and 62.8% Ag, and a US$/MXN exchange rate of 1:20.5.

 

7.   Metallurgical recoveries are 91.3% for Cu, 79.5% for Au, and 62.8% for Ag.

 

8.   The NSR formula is as follows: NSR = 74.553 x Cu (%) + 47.932 x Au (g/t) + 0.431 x Ag (g/t).

 

9.   A minimum mining width of 2.0 m was used.

 

10. Estimated bulk density ranges between 2.03 t/m3 and 5.51 t/m3.

 

11. Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability.

 

12. Reasonable prospects for economic extraction were met by applying a minimum mining width of 2.0 m, ensuring grade continuity above the cut-off value, and by excluding non-mineable material prior to reporting.

 

13. Metallurgical recoveries reported as the average over the life of mine.

 

 Numbers may not add or multiply correctly due to rounding.

 

The SLR QP is of the opinion that with consideration of the recommendations summarized in Sections 1 and 23 of this TRS, any issues relating to all relevant technical and economic factors likely to influence the prospect of economic extraction can be resolved with further work.

 

1.3.7Mineral Reserve Estimates

 

The current Aranzazu Mineral Reserve estimates, as prepared by Aura and reviewed and accepted by SLR, reported as of December 31, 2024, are summarized in Table 1-4.

 

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Aura Minerals Inc. | Aranzazu Mine

S-K 1300 Technical Report Summary

March 28, 2025

SLR Project No.: 233.065242.00006

 

Table 1-4: Summary of Mineral Reserves – December 31, 2024

 

Category Tonnage
(000 t)
Average Grade Contained Metal
Cu
(%)
Au
(g/t)
Ag
(g/t)
Cu
(000 lb)
Au
(000 oz)
Ag
(000 oz)
Proven 6,783 1.10 0.73 16 164,132 158 3,519
Probable 4,690 0.97 0.52 17 99,970 79 2,611
Total Proven + Probable 11,473 1.04 0.64 17 264,102 237 6,129

Notes:

 

1.   The definitions for Mineral Reserves in S-K 1300 were followed for Mineral Reserves.

 

2.   The Mineral Reserves were estimated by Aura and reviewed and accepted by SLR.

 

3.   The Mineral Reserve estimate is reported on a 100% ownership basis.

 

4.   Mineral Reserves are reported on an in-situ basis after applying dilution and mining recovery.

 

5.   Mineral Reserves are estimated at an NSR cut-off value of US$66.48/tonne.

 

6.   Mineral Reserves are estimated using an average long-term price of US$2,000/oz Au, US$4.20/lb Cu, and US$25.00/oz Ag, metallurgical recoveries of 91.3% Cu, 79.5% Au, and 62.8% Ag, and a US$/MXN exchange rate of 1:20.5.

 

7.   The NSR formula is as follows: NSR = 74.553 x Cu (%) + 47.932 x Au (g/t) + 0.431 x Ag (g/t).

 

8.   A minimum mining width of 2.0 m was used.

 

9.   Bulk density is estimated and has an average value of 3.08 t/m3.

 

10. Metallurgical recoveries reported as average over the life of mine.

 

11. Numbers may not add or multiply correctly due to rounding.

 

The SLR QP is not aware of any risk factors associated with, or changes to, any aspects of the modifying factors such as mining, metallurgical, infrastructure, permitting, or other relevant factors that could materially affect the Mineral Reserve estimate.

 

Measured Mineral Resources were converted to Proven Mineral Reserves, and Indicated Mineral Resources were converted to Probable Mineral Reserves. Inferred Mineral Resources were not converted to Mineral Reserves and are not included in the LOM plan.

 

The Mineral Resource block model provided by the site Geology department to the Mine Engineering department forms the basis for estimating Mineral Reserves.

 

There are four mining zones that include Measured and Indicated material in the block models; Cabrestante (CAB), GHFW, GHHW, and Mexicana Sur (MXS). Stope shapes are created using a stope optimizer algorithm with appropriate modifying factors applied. Stope designs are based on a break-even NSR cut-off value of US$66.48/t ore for both longitudinal and transverse mining methods. Development is designed to access stoping areas and create support infrastructure to support mining.

 

All block models have a waste model enveloping the ore blocks which allows internal dilution to be accounted for in the stope optimizer process. Additionally, either 15% or 20% external dilution is assigned zero metal grade and applied to stope shapes depending upon stope widths.

 

An extraction factor of 90% is applied to all designed stopes. This factor accounts for imprecision in mining execution and stope underbreak. The extraction factor is validated through the stope reconciliation process where scans of mined stopes are compared to final stope designs. An extraction factor of 100% is applied to ore development shapes.

 

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1.3.8Mining Methods

 

Extensive mining operations have been carried out within the Aranzazu Property. There are two main open pits: the western Arroyos Azules Pit and the eastern Security Pit. The underground workings extend over a strike length of 2,000 m, although future mining included in Mineral Reserves is concentrated over a strike length of 1,200 m. Mining has progressed to approximately 600 metres below surface (mbs) with plans to extend to 800 mbs by the end of the mine life in the GHFW zone. Level spacing ranges from 20 m to 30 m depending on mining methods and ore geometry.

 

Underground access is gained through two portals. Portal Norte is located in the mined out Arroyos Azules Pit and is primarily used for light equipment underground access. Portal Santa Barbara is in the mined out Security Pit and is the primary haulage route because it is located closer to the surface or stockpiles and offers the shorter haul distance. Three main ramps connect the mine entrances to the various mining areas.

 

Production mining is completed by mining contractors using conventional longhole stoping techniques. Two different longhole methods are used depending on mineralization width and orientation. Transverse stoping is typically used where mineralization exceeds 8 m in width. In this method stope access crosscuts are driven from the haulage drive across the mineralization perpendicular to strike. Transverse stoping is executed in a primary-secondary arrangement in stope lengths of up to 20 m.

 

Aranzazu began using longitudinal stoping in late 2023 to mine the GHHW zone where ore widths are typically narrower. Longitudinal stoping is now typically planned where mineralized widths are less than 8 m and used down to a minimum mining width of 2.0 m. Longitudinal stoping is primarily planned in the CAB and GHHW zones, with minor occurrences in the GHFW zone. The use of this method at Aranzazu is currently being refined as more experience is gained.

 

All ore and waste are handled by load haul dump units (LHD) and hauled by trucks. Mined ore is hauled directly to surface stockpiles located near the process plant. Waste is generally stored underground to be used as stope backfill. The material is rehandled from re-mucks near waste headings and hauled by truck to stope backfill locations.

 

Stope backfilling uses both cemented rockfill (CRF) and uncemented rockfill (URF) depending on future mining requirements. Where no mining is planned adjacent to a depleted stope, the void is filled with URF. If mining is planned adjacent to a depleted stope, the void is filled with CRF.

 

The Aranzazu primary ventilation circuit is a pull system that provides 323 m3 per second to the underground workings. Air enters the mine through the two portals and four small raisebore holes located in old access points near Portal Norte. Air is exhausted through three surface raises.

 

The geotechnical studies conducted at the Aranzazu Mine, which included core logging, laboratory testing, and empirical analyses, have provided a sound understanding of the rock mass conditions and the necessary support requirements. Notwithstanding this, geotechnical data coverage is sparse around and below the 1,500 m elevation and geotechnical understanding of small and large scale structures and their potential impact on stoping is limited.

 

Although no direct in situ stress measurements were conducted, suitable assumptions were made based on global stress maps. The rock mass was classified using the Barton Q-system, revealing conditions ranging from very poor to excellent quality, categorized into Geomechanical

 

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S-K 1300 Technical Report Summary

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Material Types (GMT). The geotechnical block model incorporates geological domains relevant to the mine. Stope stability was assessed using the Stability Graph method. Overbreak estimates were categorized by GMT categories, with recommendations for tight fill in areas of very poor rock quality.

 

Geotechnical analyses predict significant overbreak and sloughing in stopes located in very poor ground conditions (Q' < 0.8). Overbreak values could reach up to 2.0 m at the end wall of a stope; resulting in unplanned dilution potentially as high as 20% by volume. It is estimated that ~20% of the LOM stopes are within very poor ground. However, it is highlighted that, good blasting, mining and (tight) filling practices can be employed to mitigate this risk. In addition, the ground conditions are known to be highly variable, ranging from very poor to good. How this manifests in each stope cannot be assessed currently; the entirety of a wall being made up of very poor ground is considered unlikely.

 

The Excavation Stability Management Plan (ESMP) outlines the Aura approach to managing excavation stability, emphasizing worker safety and operational efficiency. It includes clearly defined roles and responsibilities, geotechnical evaluations, daily checklists, rockfall tracking, convergence monitoring, and support standards linked to GMT ratings.

 

1.3.9Processing and Recovery Methods

 

The Aranzazu processing facilities consist of conventional primary, secondary, and tertiary crushing and screening circuits to produce an 80% passing (P80) 6 mm feed material for the primary grinding circuit. The grinding circuit consists of the three primary ball mills operating in parallel at 95% availability for 365 operating days per year. This yields a throughput of 1,225,672 tpa, and a daily rate of 3,358 tpd. Each mill is closed by hydro cyclones for classification, to produce a P80 220 μm product.

 

The combined cyclone overflow product will flow to flotation, consisting of conditioning, four rougher tank cells, two banks of conventional rougher, and two banks of conventional scavenger flotation cells. The four tank cells and the first of two conventional rougher flotation banks produce the final concentrate with a copper grade of 22% to 23%. Banks 3 and 4 produce a scavenger concentrate, which is returned to the feed box of the conditioner. The thickener overflow will report to the process water tank, and the thickener underflow will be pumped to the concentrate filters for dewatering and shipping. The tailings from the last bank of scavenger flotation cells will be pumped to the final TFS.

 

Production data for the years 2022 to 2024 indicate consistent operating rates, copper, gold and silver head grades, and copper, gold and silver recoveries during the period. The average daily production rate for the three-year period was 3,361.1 tpd.

 

Copper, gold, silver, and arsenic head grades averaged 1.51%, 0.83 g/t, 20.2 g/t, and 0.12%, respectively, with little variance during the period. Copper, gold, silver, and arsenic recoveries to concentrate averaged 91.3%, 81%, 63.6%, and 64.9%, respectively. Copper, gold, silver, and arsenic concentrate grades averaged 22.0%, 11.1 g/t, 209.0 g/t, and 1.3%, respectively.

 

1.3.10Infrastructure

 

The Mine is located approximately one kilometre from the town of Concepción del Oro and connected by road, of which 500 m is paved before turning into a gravel road maintained by the Mine. This road is primarily used for personnel transport and light vehicles.

 

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S-K 1300 Technical Report Summary

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SLR Project No.: 233.065242.00006

 

Site power supply is 34.5 kV provided by the commercial power network Commission Federal de Electricidad. The fresh water supply for the processing plant comes from the El Salero wellfield, located in the community of Salero. Water is transported to the mine site via a 14 km pipeline. The allowable annual withdraw is 1,081,495 m3, or an average of approximately 123 m³/h.

 

On-site, there are a number of buildings supporting the mining operation including an office and dry complex, maintenances shops, assay laboratory, core shack, and ancillary offices.

 

There is a single waste rock pile on surface that contains waste material mined by open pit and earlier in the underground mine life. Currently waste generated by underground mining is not typically brought to surface since it is used for stope backfill.

 

Aranzazu has multiple historical TSFs which are designated as Tailings Disposal (TD) No. TD1/TD2, TD3, TD4, Old TD5, and TD5 (active). The historical TSFs are in various stages closure and reclamation, while the active TD5 area is currently being expanded to provide sufficient storage capacity for LOM.

 

1.3.11Market Studies

 

The principal commodity at Aranzazu is a sulphide concentrate containing copper, gold, and silver. This type of product is freely traded at prices that are widely known, so that prospects for sale of any production are virtually assured. The metal prices used in this report are based on analyst consensus and are acceptable long term prices that have taken into account the current Mine life.

 

Aura has a three-year non-exclusive sales contract in place with Trafigura México, S.A. de C.V. to deliver a minimum of 180,000 dmt of concentrate. The terms of the contract and costs for transport, refining, and penalties are within industry norms. Concentrate is trucked approximately 900 km to Impala Terminals Mexico S.A. de C.V. located at the port of Manzanillo, Mexico.

 

1.3.12Environmental Studies, Permitting and Plans, Negotiations, or Agreements with Local Individuals or Groups

 

The Mine lies on the western edge of the town of Concepción del Oro, which has a population of approximately 12,900 people. Most of the families have had a historical connection to mining, and labour is mostly sourced locally from the surrounding communities.

 

The Mine area comprises significant human settlements (approximately 40% of the surface area) and shrubland. Aura purchased the Mine in 2008 with existing legacy infrastructure including abandoned shafts, north waste rock pile, an abandoned oxide leach site, water pumping and conveyance systems, and a series of tailings impoundments; TD1 to TD5 (historical) and TD5 (current).  

 

The operation’s overall Environmental Impact Statement (Manifestacion de Impacto Ambiental, MIA in Spanish), was originally approved in October 2010, and updated in September 2020. Additional approvals were obtained for TD5, and Aura is in the process of obtaining additional approvals for the TD5 expansion (Phase 3) and associated changes in the land use to accommodate the additional areas related to this expansion. In addition, the municipal domestic waste dump that serves the community lies within the TD5 expansion (Stage 3), and the Mine will support the municipality to relocate it. The environmental permit to complete this relocation has been obtained.

 

The Mine has an Environmental Management Plan operational procedure last reviewed in December 2022.

 

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Aura Minerals Inc. | Aranzazu Mine

S-K 1300 Technical Report Summary

March 28, 2025

SLR Project No.: 233.065242.00006

 

The Aranzazu Mine has signed a collaboration agreement with the Municipality of Concepción del Oro in July 2024. By this agreement, the Mine provides financial support in areas related to water and public lighting supply, road maintenance, and scholarships for students pursuing a mining-related career. Squatters have constructed homes in some areas near the edges of the Mine. Now they claimed they are currently affected by vibrations and blasting. Within the town, some portions of the water supply pipeline serving the Mine were built over the decades prior to acquisition by Aura in 2018. In addition, there is an old tailings pipeline within the town (underneath the houses).

 

The 2022 Sustainability Report indicates the presence of Indigenous Peoples within the Area of Interest (AOI), specifically around the water well and pump stations. It also states that no land use or access issues have occurred.

 

The design of the water management system is driven by the need to address lack of water instead of managing water surplus, and the Aranzazu operation does not generate excess water to be discharged to the environment (i.e., zero discharge operation). All water collected in the active TD5 is pumped back to the process plant. The current fresh water supply for the process plant relies on a well located approximately 15 km east of the Mine referred to as El Salero. Aranzazu currently holds industrial water use rights for up to 1,081,495 m3/year for the El Salero well, valid until July 2027. Studies on water supply evaluation in the Aranzazu area are required to establish whether the local aquifers have the potential to provide enough water to meet the estimated water demand for the operation during the mine life without affecting water supply for other authorized users.

 

The historical facilities are TD1/TD2 (built using upstream construction methods in a ring-type shape), TD3 (constructed before 1973, without records of construction; the dam is believed to have been constructed using the upstream method), TD4 (side hill impoundment constructed using the upstream construction method), and TD5 old (formed by two embankment dams that abut the natural topography at the eastern limits of TD5 to form an enclosed basin for tailings storage.

 

An Operation, Maintenance and Surveillance (OMS) Manual was developed for TD5. A FMEA review of TD5 was completed in connection with the dam break analysis carried out by Geoingenieria in 2020 and highlighted the proximity of TD5 to a moderately populated area south of TD5 and the importance of prioritizing the closure and rehabilitation of TD5 to mitigate risks to the public.

 

Each TD area has been evaluated and is overseen by qualified geotechnical engineering consultants who have completed geotechnical field investigations, instrumentation and monitoring plans, geotechnical and hydrologic modelling, and recommendations for additional mitigations where required to bring the facilities into compliance with current engineering standards.

 

The two most recent FMEAs for the Aranzazu tailings management areas were completed in 2017 (SRK 2017) and 2020 (Geoingenieria 2020).

 

The Mine has a Closure Plan and the Asset Retirement Obligations report dated December 2023. The Closure Plan needs to incorporate the outcome of the technical studies being completed for the TDs. The closure costing presented in the 2024 Closure Plan is US$12,581,229. There are currently no requirements under Mexican law for closure financial provision.

 

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Aura Minerals Inc. | Aranzazu Mine

S-K 1300 Technical Report Summary

March 28, 2025

SLR Project No.: 233.065242.00006

 

1.3.13Capital and Operating Cost Estimates

 

Aranzazu is an operating mine; therefore, capital and operating cost estimates were prepared based on years 2023 and 2024 budgets and actuals, adjusted by current and forecasted operating needs. All costs are expressed in Q3 2024 US dollars and are based on an exchange rate of MXN$20.50 per US$1.00.

 

The capital costs required to achieve the Aranzazu Mineral Reserve LOM production were estimated by Aura and reviewed by SLR. Since Aranzazu is an operating mine, there are no pre-production capital costs, and all capital costs are categorized as sustaining. Sustaining capital costs have been estimated by Aura based in their latest operating budgets and actual costs from years 2023 and 2024. Based on the SLR QP’s review, the sustaining capital costs are estimated to the equivalent of an Association for the Advancement of Cost Engineering (AACE) Class 3 estimate with an accuracy range of -15% to +20%.

 

Total LOM sustaining capital costs are estimated to be US$136.6 million between years 2025 and 2034. The sustaining capital costs include:

 

·Underground mine development

 

·Underground ventilation

 

·Buildings and infrastructure

 

·Machinery and equipment

 

·Tailing dams

 

·Plant maintenance

 

·Other sustaining (technical studies, and hardware and software)

 

The summary breakdown of the estimated sustaining capital costs required to achieve the Mineral Reserve LOM production are presented in Table 1-5.

 

Table 1-5: Sustaining Capital Costs Summary

 

Cost Component Value (US$ millions)
Underground mine development 62.6
Underground ventilation 3.2
Buildings and infrastructure 8.8
Machinery and equipment 11.6
Tailing dams 40.8
Plant maintenance 3.3
Other Sustaining Costs (technical studies, hardware and software) 6.3
Total Sustaining Capital Cost 136.6

 

Exploration capital costs needed for infill and delineation drilling between years 2025 and 2032 total US$22.6 million. These costs are in addition to the sustaining capital outlined above and have been included in the LOM cashflow

 

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Aura Minerals Inc. | Aranzazu Mine

S-K 1300 Technical Report Summary

March 28, 2025

SLR Project No.: 233.065242.00006

 

Mine closure and reclamation costs between 2033 and 2034 total US$25 million. SLR notes that this closure cost is higher than the cost included in the 2024 Closure Cost (ARO), which is US$12.6 million. The SLR QP considers the higher closure and reclamation costs included in the LOM cashflow to reflect a more realistic approach as the closure of the TDs, open pits, and the former environmental liabilities need to be incorporated into the closure plan cost estimate.

 

The operating costs were estimated based on years 2023 and 2024 budgets and actuals at the Aranzazu Mine. The costs were estimated by Aura and reviewed by SLR. The operating costs are estimated to the equivalent of an AACE Class 3 estimate with an accuracy range of -15% to +20%, although it is noted that AACE does not typically apply to operating costs.

 

The operating expenses estimated for mining, processing, and G&A activities for this Mineral Reserve LOM scenario are summarized in Table 1-6. Operating costs total US$734 million over the LOM, averaging US$78.5 million per year (considering years between 2025 and 2033, which are years at full production).

 

The mining costs include all labour, materials and supplies, mining contractors (longhole stoping, backfilling, drilling and blasting) and technical support to complete mining related activities. The processing costs include all labour, operation and maintenance activities, power, reagents, and services to complete processing related activities. The administrative expense includes all labour and support services to complete administrative, finance, human resources, environmental, safety, supply chain, security, site services, camp and kitchen, and travel related activities.

 

Table 1-6: Operating Costs Estimate

 

Cost Component LOM Total
(US$ millions)
Average Annual1
(US$ millions)
LOM Average
(US$/t milled)
UG Mining 524.5 56.2 45.71
Processing 161.5 17.2 14.07
G&A  47.8  5.1  4.17
Total Site Operating Cost  733.8  78.5  63.96

Notes:

 

1.     For fully operational years (2025 – 2033) 

2.     Sum of individual values may not match total due to rounding.

 

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Aura Minerals Inc. | Aranzazu Mine

S-K 1300 Technical Report Summary

March 28, 2025

SLR Project No.: 233.065242.00006

 

2.0Introduction

 

SLR Consulting (Canada) Ltd. (SLR) was retained by Aura Minerals Inc. (Aura) to prepare an independent Technical Report Summary (TRS) on the Aranzazu Cu-Au-Ag Mine (Aranzazu, the Mine, or the Property), located in Zacatecas State, Mexico. The purpose of this TRS is to support disclosure of the Mineral Resource and Mineral Reserve estimates on Aranzazu as of December 31, 2024 and support a listing on the New York Stock Exchange (NYSE) by Aura. This TRS conforms to United States Securities and Exchange Commission’s (SEC) Modernized Property Disclosure Requirements for Mining Registrants as described in Subpart 229.1300 of Regulation S-K, Disclosure by Registrants Engaged in Mining Operations (S-K 1300) and Item 601 (b)(96) Technical Report Summary.

 

Aura is a mid-tier gold and copper producer listed on the Toronto Stock Exchange (TSX) under the symbol ORA, the Brazilian Stock Exchange (B3) as AURA33, and the OTC Markets (OTCQX) under ORAAF. Aura operates in Honduras, Brazil, and Mexico. Its exploration projects are located in Brazil, Guatemala, and Colombia.

 

The Aranzazu Property is situated in the Municipality of Concepción del Oro, within the State of Zacatecas, Mexico, near the northern boundary with the State of Coahuila.  It hosts the Aranzazu deposit; a skarn deposit enriched with copper, gold, and silver.  The site is located in a rugged mountainous region and can be accessed from the city of Zacatecas, approximately 250 km to the southwest, or from Saltillo, a city 112 km to the northeast in Coahuila. The Property has seen intermittent mining related activities, including open pit and underground excavations, since the 16th century.

 

Aura acquired the Aranzazu Mine (formerly known as the El Cobre Project) in June 2008. Aura has held full ownership of the property since 2008 through its wholly-owned subsidiary Newington Corporation S.L (Newington) and its wholly-owned Mexican subsidiary, Aranzazu Holding S.A. de C.V. (Aranzazu Holding). The site includes the Aranzazu underground Mine, where Aura initiated commercial production from the Aranzazu deposit in 2008. Production was suspended in January 2009 but re-started on a limited basis in 2010, with commercial production declared effective February 1, 2011. Mining activities were again suspended in January 2015.

 

A Feasibility Study (FS) for re-starting operations was completed by Aura, Farshid Gharanfari Consulting, Wood Environment and Infrastructure Solutions, Inc., SRK Consulting (Canada) Inc., and others, and summarized in a NI 43-101 Technical Report (TR) with an effective date of January 31, 2018 (the 2018 TR; Aura 2018). The Aranzazu Mine re-commenced operations in October 2018. The mine produces a saleable concentrate containing copper, gold, and silver. In 2024, the mine produced 77.6 kt of concentrate from 1,229 kt of mill feed with average grades of 1.5% Cu, 0.83 g/t Au, and 22 g/t Au.  The company holds 43 mineral claims covering a total area of 12,528 hectares (ha).

 

This is the initial TRS on Aranzazu.   National Instrument 43-101 Technical Reports for the Property, dated December 31, 2018, prepared by Aura and dated March 28, 2024, prepared by SLR are filed in Canada on SEDAR.All information presented in this report is effective as of December 31, 2024, unless explicitly stated otherwise.

 

2.1Site Visits

 

The SLR QPs visited the site from November 19 to 21, 2024.

 

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Aura Minerals Inc. | San Andrés Mine

S-K 1300 Technical Report Summary

March 28, 2025

SLR Project No.: 233.065242.00001

While at site, the SLR geology QP held discussions with site personnel; visited the Aranzazu Mine underground operations; reviewed core; reviewed data collection and quality assurance and quality control (QA/QC) procedures; visited the site laboratory and reviewed geological interpretations, geological modelling, and Mineral Resource estimation procedures.

 

The SLR mining QP visited production and development areas in the underground mine including both longitudinal and transverse stoping areas. Critical mining infrastructure on surface was visited including portals, stockpiles, tailings facilities, primary ventilation, and dewatering infrastructure. Drill core was viewed in the surface core shack that was representative of geotechnical conditions in the mineralized zone and host rock. The SLR mining QP visited the concentrator including the comminution, flotation, ore loadout, and water handling facilities. The SLR mining QP discussed mining methods, mine design work, mine planning, cut-off calculation, and scheduling and reconciliation practices.

 

The SLR environmental and social specialist who visited on behalf of the SLR QP completed a tour of the site, including the tailings management facilities, waste rock stockpiles, open pits, and processing facility.

 

2.2Sources of Information

 

During the preparation of this TRS, discussions were held with personnel from Aura:

 

·David Olavo Pérez Mireles, Mining Engineer, Aura

 

·Joao Francisco Espinoza Sanchez, Senior Mine Planning Engineer, Aura

 

·Diego Wanderley, Technical Services Manager, Aura

 

·Oscar Eduardo Solis De La Cruz, MAusIMM (CP) Geo, Exploration Superintendent, Aura

 

·Farshid Ghazanfari, M.Sc., P.Geo., Director of Mineral Resources and Geology, Aura

 

·Augusto Isaac Sandoval García, Resource Geologist, Aura

 

·Luis Esteban Martinez Luna, Geologist, Aura

 

·Natalya Raquel Medeiros Leitao, Senior Mining Engineer (Planning and Operation), Aura

 

·Ubaldo Macias Hernandez, Environmental Superintendent, Aura

 

·Paulo Borges, Health, Safety and Environmental Manager, Aura

 

·Xavier Vinicus Barcelos, Plant Manager, Aura

 

·Jose Luis Ramirez, Human Resources Manager, Aura

 

·Atziri Martinez, Hiring, Selection and Training Coordinator, Aura

 

·Alejandra Ramos Martinez, Explosives Specialist, Aura

 

·Tatiana Morales Reyes, Tailings Management Facilities, Pumping Processing Plant Superintendent

 

The documentation reviewed, and other sources of information, are listed at the end of this TRS in Section 24.0 References.

 

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Aura Minerals Inc. | San Andrés Mine

S-K 1300 Technical Report Summary

March 28, 2025

SLR Project No.: 233.065242.00001

2.3List of Abbreviations

 

Units of measurement used in this TRS conform to the metric system. All currency in this TRS is US dollars (US$) unless otherwise noted.

 

m micron kPa kilopascal
mg microgram kVA kilovolt-amperes
a annum kW kilowatt
A ampere kWh kilowatt-hour
bbl barrels L litre
Btu British thermal units lb pound
°C degree Celsius L/s litres per second
C$ Canadian dollars m metre
cal calorie M mega (million); molar
cfm cubic feet per minute m2 square metre
cm centimetre m3 cubic metre
cm2 square centimetre masl metres above sea level
d day m3/h cubic metres per hour
dia diameter mi mile
dmt dry metric tonne min minute
dwt dead-weight ton mm micrometre
°F degree Fahrenheit mm millimetre
ft foot mph miles per hour
ft2 square foot MVA megavolt-amperes
ft3 cubic foot MW megawatt
ft/s foot per second MWh megawatt-hour
g gram oz troy ounce (31.1035g)
G giga (billion) oz/st, opt ounce per short ton
gal gallon ppb part per billion
g/L gram per litre ppm part per million
gpm gallons per minute psia pound per square inch absolute
g/t gram per tonne psig pound per square inch gauge
gr/ft3 grain per cubic foot RL relative elevation
gr/m3 grain per cubic metre s second
ha hectare st short ton
hp horsepower stpa short ton per year
hr hour stpd short ton per day
Hz hertz t metric tonne
in. inch tpa metric tonne per year
in2 square inch tpd metric tonne per day
J joule US$ United States dollar
k kilo (thousand) V volt
kcal kilocalorie W watt
kg kilogram wmt wet metric tonne
km kilometre wt% weight percent
km2 square kilometre yd3 cubic yard
km/h kilometre per hour yr year
       
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Aura Minerals Inc. | San Andrés Mine

S-K 1300 Technical Report Summary

March 28, 2025

SLR Project No.: 233.065242.00001

3.0Property Description

 

3.1Location

 

Aranzazu is located within the Municipality of Concepción del Oro in the State of Zacatecas, Mexico, near its northern border with the State of Coahuila. The Property is situated in a rugged mountainous area and is accessed either from the city of Zacatecas, located 250 km to the southwest, or from the city of Saltillo, located 112 km to the northeast in the State of Coahuila.

 

The Property is located at approximate UTM coordinates of 254,000 East and 2,723,850 North in zone 14 WGS 84, or 101°25’45” West longitude and 24°36’33” North latitude. The location is presented in Figure 3-1.

 

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Aura Minerals Inc. | San Andrés Mine

S-K 1300 Technical Report Summary

March 28, 2025

SLR Project No.: 233.065242.00001

Figure 3-1: Location Map

 

 

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Aura Minerals Inc. | San Andrés Mine

S-K 1300 Technical Report Summary

March 28, 2025

SLR Project No.: 233.065242.00001

3.2Land Tenure

 

Prior to December 21, 2005, exploration concessions were granted for a period of six years in Mexico and could be converted to exploitation concessions thereafter. However, as of December 21, 2005 (by means of an amendment made on April 28, 2005, to the Mexican mining law), there is now only one type of mining concession. Therefore, as of that date, there is no distinction between exploration and exploitation concessions on all new titles granted. All mineral concessions are now granted for a 50-year period and are extendable provided that the application is made within the five-year period prior to the expiry of the concession and that the concessions are kept in good standing. For the concessions to remain in good standing, a biannual fee must be paid to the Mexican government, and a report must be filed in May of each year that covers the work performed on the property between January and December of the preceding year.  

 

Ownership or possession over the land surface of mining concessions are separately endowed rights; when the concession holder does not have surface rights to access the lands where the mining concession is located, the holder can directly negotiate the use of land for mining activities with the owners of the surface rights. In the case that no agreements are reached for the use of the surface, mining concessionaries are entitled to start a procedure contemplated in the Mining Law to obtain the following:

 

·an expropriation,

 

·a temporary occupation, or

 

·an easement .

 

Aura notes that it controls surface rights covering all mineral concession areas as these rights were transferred to Aranzazu Holding from Macocozac S.A. de C.V (Macocozac) at the time of Aura’s purchase of the Aranzazu Property. The extent and continuity of surface rights were not independently verified during the review for this TRS.  

 

A number of the mineral concessions that form the Aranzazu Property were established prior to the current mineral concession staking regulations and consist of irregular shapes and orientations. Figure 3-2 illustrates the mineral concessions for the Aranzazu Property, and Table 3-1 provides for relevant information regarding the individual concessions. The 43 mineral concessions are mostly contiguous and vary in size, for a total property area of approximately 12,528 ha. The extent and continuity of mineral rights were not independently re-verified during the review for this TRS. Concession duties are paid semi-annually and the yearly total for 2024 is approximately 2,686,169 Mexican pesos (MXN), which is equivalent to approximately US$132,740 at an exchange rate of 20:1.00 MXN:US$.  

 

Within the town, some portions of the water supply pipeline serving the Mine were built over during the decades prior to acquisition by Aura. Should the Mine require access to or direct use of these lands in the future, they may be obligated to lease or purchase the surface rights to these areas.

 

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Aura Minerals Inc. | San Andrés Mine

S-K 1300 Technical Report Summary

March 28, 2025

SLR Project No.: 233.065242.00001

Figure 3-2: Mineral Concessions

 

 

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Aura Minerals Inc. | San Andrés Mine

S-K 1300 Technical Report Summary

March 28, 2025

SLR Project No.: 233.065242.00001

Table 3-1: Mineral Concessions Summary

 

# Mineral Concession Title Number Date Granted
(MM/DD/YYYY)
Expiry Date
(MM/DD/YYYY)
Validity (years) Annual Duty (MXN) 2024 Annual Duty (US$) 2024 Area
(ha)
1 El Descuido 191043 4/29/1991 4/29/2041 17 7,155.34 353.59 33.69
2 La Descuidada 178145 7/11/1986 7/11/2036 12 2,720.86 134.45 12.81
3 Ampl. El Descuido 195808 9/22/1992 9/22/2042 18 2,799.99 138.36 13.18
4 Ampl. La Descuidada 196542 7/23/1993 7/23/2043 19 136.95 6.77 0.64
5 La Guillotina 186014 12/14/1989 12/14/2039 15 161.69 7.99 0.76
6 Anexas a la Guillotina 200083 6/30/1994 6/30/2044 20 211.06 10.43 0.99
7 Demasias La Nueva Guillotina 195664 9/14/1992 9/14/2042 18 293.04 14.48 1.37
8 Conchita 202697 12/15/1995 12/15/2045 21 7,193.59 355.48 33.87
9 Demasias del Carmen y La Santa Fe 195667 9/14/1992 9/14/2042 18 182.27 9.01 0.86
10 El Hueco 200086 6/30/1994 6/30/2044 20 142.88 7.06 0.67
11 El Pinacate 194636 5/7/1992 5/7/2042 18 138.99 6.87 0.65
12 India Mexicana 170046 3/15/1982 3/15/2032 8 1,417.76 70.06 6.67
13 La Apuesta 235121 10/8/2009 10/8/2059 35 1,678,527.97 82,946.39 7,784.16
14 La Apuesta Fracc. 1 235122 10/8/2009 10/8/2059 35 6,159.59 304.38 29.00
15 La Apuesta Fracc. 2 235123 10/8/2009 10/8/2059 35 21,142.90 1,044.80 99.56
16 La Esperanza 199795 5/25/1994 5/25/2044 20 7,007.88 346.30 33.00
17 La Guadalupana 200726 9/26/1994 9/26/2044 20 11,600.61 573.26 54.62
18 Loteria 170675 6/11/1982 6/11/2032 8 40,138.31 1,983.48 189.01
19 La Negra 200749 9/26/1994 9/26/2044 20 41,587.05 2,055.07 195.00
20 Los Nuevos Pinitos 200084 7/30/1994 7/30/2044 20 2,123.60 104.94 10.00
21 Macocozac I 164619 5/22/1979 5/22/2029 5 87,457.64 4,321.82 411.84
22 Macocozac II 164620 5/22/1979 5/22/2029 5 69,890.65 3,453.73 329.11
23 Nuevo Aranzazu 218879 1/23/2003 1/23/2053 29 14,538.93 718.46 68.46
24 Reyna del Cobre 200085 6/30/1994 6/30/2044 20 521.53 25.77 2.46
25 San Antonio 201096 11/14/1994 11/14/2044 20 9,031.97 446.33 42.53
26 San Francisco I 214569 10/1/2001 10/1/2051 27 9,268.20 458.00 43.64
27 La Laja 3 222309 6/24/2004 6/24/2054 30 21,494.27 1,062.16 101.22
28 Arco Iris 222445 7/9/2004 7/9/2054 30 20,316.80 1,003.98 95.67
29 Arco iris 1 221900 4/7/2004 4/7/2054 30 21,222.64 1,048.74 99.94
30 Arco Iris 2 222751 8/27/2004 8/27/2054 30 20,121.75 994.34 94.75
31 Arco Iris 3 223050 10/7/2004 10/7/2054 30 9,473.25 468.13 44.60
32 Arco Iris 3 Frac. 1 223051 10/7/2004 10/7/2054 30 2,050.29 101.32 9.60
33 La Laja 5 222451 7/9/2004 7/9/2054 30 20,352.73 1,005.75 95.84
34 La Laja 5 222452 7/9/2004 7/9/2054 30 21,236.00 1,049.40 100.00
35 El Eden 215070 2/7/2002 2/7/2052 28 4,025.52 198.93 18.95
36 El Eden 215359 2/19/2002 2/19/2052 28 574.37 28.38 2.70

 

 

 3-5

Aura Minerals Inc. | San Andrés Mine

S-K 1300 Technical Report Summary

March 28, 2025

SLR Project No.: 233.065242.00001

# Mineral Concession Title Number Date Granted
(MM/DD/YYYY)
Expiry Date
(MM/DD/YYYY)
Validity (years) Annual Duty (MXN) 2024 Annual Duty (US$) 2024 Area
(ha)
37 El Eden 216459 5/17/2002 5/17/2052 28 4,907.47 242.51 23.10
38 La Cara 215250 2/14/ 2002 2/14/2052 28 1,399.37 69.15 6.50
39 Bonanza 224356 4/27/2005 4/27/2055 31 71,123.59 3,514.65 334.91
40 El Negro 217548 7/16/2002 7/16/2052 28 46,591.83 2,302.39 219.40
41 La Lajita Fracción I Reducción 246943 9/22/2020 9/22/2070 46 41,714.30 2,061.36 196.43
42 El Oro 2 242707 12/19/2013 12/19/2063 39 282,235.91 13,947.01 1,329.04
43 Tecolotes 223719 2/8/2005 2/8/2055 31 75,777.25 3,744.62 356.83
TOTAL           2,686,168.59 132,740.11 12,528.04

 

3.3Encumbrances and Royalties

 

Aura has a 100% effective control over the Aranzazu property through its wholly-owned subsidiary Newington Corporation S.L (Newington) and its wholly-owned Mexican subsidiary, Aranzazu Holding S.A. de C.V. (Aranzazu Holding).  

 

Pursuant to the definitive acquisition agreement dated June 3, 2008, Aura purchased the Newington shares from Clapham Luxembourg S. A. L. (Clapham) through the payment to Clapham of US$57.5 million in cash and the issuance of 9,295,117 common shares of Aura then valued at US$12.5 million. Prior to Aura’s purchase of the Aranzazu property, Macocozac controlled the surface rights covering all concession areas and owned 100% of the Aranzazu Property.

 

Under Macocozac, the Aranzazu Property was not subject to any royalties, back-in rights, or other encumbrances. Pursuant to an agreement dated May 7, 2008, Macocozac transferred its rights to the Aranzazu Property to Aranzazu Holding in exchange for a 1% Net Smelter Return royalty (NSR) on the copper concentrate production when, during any calendar month, the monthly average copper price as quoted by the London Metals Exchange (LME) equals or exceeds US$2.00/lb. On August 27, 2021, Macocozac sold the royalty collection rights to Nova Royalties Corp., located in Canada, under the same conditions as the original contract. Aranzazu has no outstanding royalty collection claims as of December 31, 2024. All current mining activities occur on mineral concessions included in the Nova Royalty.    

 

As stated in Aura’s Consolidated Financial Statements for the years ended December 31, 2015, and 2014, Aranzazu Holding filed for administrative proceedings under the Mexican Commercial Bankruptcy Law in 2015. On December 16, 2016, the Second District Court of Coahuila issued a resolution approving the agreement reached with the required majority of its creditors, the ‘Convenio de Reestructura y Pago a Acreedores’ (the Convenio). The Court ruled that the agreements per the Convenio are final for the subscribing creditors and establishes payment methods and payment schedules to those creditors. Aranzazu Holding was to commence payment to creditors two months after receipt of payment for the first concentrate shipment that may be any time between April 2018 and no later than April 2019. The debt was to be paid to each creditor in 36 equal monthly payments, with full payment by no later than April 2023. A default in payment may be court-enforced. Aranzazu paid all creditors as mentioned in the previous paragraph. As of the effective date there are no outstanding debts or claims related to this process.

 

 3-6

Aura Minerals Inc. | San Andrés Mine

S-K 1300 Technical Report Summary

March 28, 2025

SLR Project No.: 233.065242.00001

On March 8, 2018, Aranzazu Holding entered into a US$20 million loan facility (the Facility) and an off-take agreement (the Off-Take Agreement) with Louis Dreyfus Company Metals (LDC Metals) for the re-start of operations and copper concentrates to be produced from Aranzazu. The Facility was guaranteed by Aura and its interests in Aranzazu and the San Andres mine in Honduras, pursuant to a pledge agreement of the shares of Aranzazu Holding and Aura’s Honduran subsidiary. The Off-Take Agreement covers 100% of the copper concentrates to be produced from Aranzazu. The obligations above were fulfilled on the agreed upon dates and the liens were released.

 

On August 14, 2024, a credit agreement was signed with Santander Mexico for US$37 million simple credit with an interest rate of 3.8% + SOFR. The guarantees for this contract are related to the process plant and trust of resources with Aura’s contract. The purpose of the credit was to pay previous credits and working capital of the company.

 

To the extent known, the Aranzazu Property is not subject to any other royalties, back-in rights, or other encumbrances.

 

3.4Required Permits and Status

 

Up to suspension of operations in January 2015, Aura had acquired and maintained the required licences for operation of the mine and supporting activities including explosives handling and use, hazardous waste management, and water use.

 

Aura informed the Mexican regulatory authorities of their intention to restart operations in 2018 and worked to update and renew the necessary permits. Aura Minerals Inc. has the required environmental permits to conduct the existing work on the property. Information related to existing environmental permits is provided in Section 17.0.

 

3.5Other Significant Factors and Risks

 

As mentioned in the section above, Aura purchased the Mine in June 2008 and this includes responsibility for legacy workings. As described in the 2018 TR, this includes abandoned shafts, north waste rock pile, an abandoned oxide leach site, water pumping and conveyance systems and a series of tailings impoundments (TD1 to TD5) (Aura 2018).

 

SLR is not aware of any other significant factors and risks that may affect access, title, or the right or ability to perform the proposed work program on the property.

 

 3-7

Aura Minerals Inc. | San Andrés Mine

S-K 1300 Technical Report Summary

March 28, 2025

SLR Project No.: 233.065242.00001

4.0Accessibility, Climate, Local Resources, Infrastructure and Physiography

 

4.1Accessibility

 

The Aranzazu Property is readily accessible from the city of Zacatecas, capital of the Mexican State of Zacatecas, via paved roads. Access is primarily gained by taking Mexican State Highway 45 from Zacatecas to Fresnillo. After about 17 km, a turn-off leads to Highway 54, which connects Zacatecas with the industrial centres of Monterrey and Saltillo, to the northeast. The turn-off to Concepción del Oro is located approximately 230 km from the junction between Highways 45 and 54.

 

The Aranzazu Property lies five kilometres from Highway 54. The local road which connects the highway to the mine area is a paved road which provides the primary access to Concepción del Oro and Mazapil, including access to the Frisco-Tayahua Salaverna and San Marcos mines, approximately six kilometres further west, and the Goldcorp Penasquito project approximately 20 km west of the Property.

 

The Property area lies on the western edge of the town of Concepción del Oro. The cobblestone road that connects Concepción del Oro with the small town of Mazapil crosses the concession area. Concepción del Oro is a town of approximately 6,500 people, with approximately 12,900 inhabitants in the entire Municipal area. Most of the families have had a historical connection to mining, resulting in the availability of a semi-skilled to skilled workforce.

 

4.2Climate and Physiography

 

The area is semi-arid and moderately vegetated with acacia shrubs, scrub trees and bushes, Joshua trees and various cacti. The average high temperature in the summer is about 22°C and the average winter high is about 15°C. The average summer low temperature is about 15°C and the average winter low temperature is about 5°C.

 

The area receives approximately 432 mm of rain annually and annual pond evaporation is estimated at 1983 mm. The majority of the rain falls during the wet season from June through October, and the 50-year recurrence interval 24-hour storm is estimated at 93 mm. Occasionally, snow does occur in the area, but quickly melts on all but the most protected northern slopes.

 

The climate is mild year-round and poses no limitations to the length of the operating season. Freezing temperatures can occur overnight but quickly warm to above freezing during daylight hours.

 

The mine facilities are at an elevation of approximately 2,150 masl, with the surrounding mountains reaching elevations of 3,300 masl.

 

The Concepción del Oro District is part of the Sierra Madre Oriental physiographic province, and in the Transversal hills sub-province, a large sector of the Mexican highlands, as illustrated in Figure 4-1.

 

 4-1

 

Aura Minerals Inc. | Aranzazu Mine

S-K 1300 Technical Report Summary

March 28, 2025

SLR Project No.: 233.065242.00006

Figure 4-1: Physiographic Provinces of Mexico and Sub-Provinces of Sierra Madre Oriental Province

 

 

 4-2

 

Aura Minerals Inc. | Aranzazu Mine

S-K 1300 Technical Report Summary

March 28, 2025

SLR Project No.: 233.065242.00006

4.3Local Resources

 

Aranzazu lies on the western edge of the town of Concepción del Oro, with a population of approximately 6,500 people. Most of the families have had a historical connection to mining, resulting in the availability of a semi-skilled to skilled workforce.

 

There are modest services in Concepción del Oro including several small hotels, gas stations and restaurants, small stores and groceries. In general, most of the mine supplies come from the surrounding regional centres of Saltillo and Monterrey.

 

Zacatecas is an old colonial city and an important mining centre. The city has approximately 120,000 inhabitants and hosts an international airport with daily flights to and from Mexico City and parts of the United States.

 

The city of Saltillo, capital of the State of Coahuila, is the closest population and manufacturing centre, with a population of approximately 800,000 people. The city supports a strong automotive industry as well as other light and heavy manufacturing in the steel, ceramic and plastic sectors, is well developed. Saltillo is located 110 km northeast of Concepción del Oro on Highway 54.

 

Monterrey, in Nuevo León state and the third largest city in Mexico, is located 80 km east of Saltillo on Highway 40, and is an industrial metropolis and business hub of more than 4 million people. Saltillo and Monterrey are host to international airports with daily flights to the US and other parts of Mexico.

 

4.4Infrastructure

 

The Aranzazu Property is an operating mine with existing infrastructure in place to support continued mining operations. The operation is comprised of the following facilities:

 

·The active underground Aranzazu mine.

 

·Historical small pits and underground workings.

 

·The more substantial and inactive Security and Arroyos Azules Open Pits.

 

·Paved road connection to the local town and highway and various loose surface site roads.

 

·Mill and administrative buildings and related service facilities including maintenance shops and assay laboratory.

 

·Utilities including a 34.5 kV commercial power transmission line, a 14 km water pipeline connecting to a wellfield, and fuel and explosives storage.

 

·Ore stockpile and waste rock stockpile.

 

·Tailings management facilities, including one active and four under closure and reclamation.

 

Additional site infrastructure is described in Section 15.0, with further detail related to tailings and waste storage facilities in Section 17.4.

 

 4-3

 

Aura Minerals Inc. | Aranzazu Mine

S-K 1300 Technical Report Summary

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SLR Project No.: 233.065242.00006

5.0History

 

5.1Prior Ownership

 

The district has a very long mining history with activities documented as early as 1546. Extensive detail of the Mine’s history and prior ownership is provided in Aura (2008); a summary of the ownership is presented in Table 5-1.

 

Table 5-1: Summary of Aranzazu Prior Ownerships

 

Year Ownership
1546-1889

Ownership undefined.

Earliest mining in the Concepción del Oro district dates back 1546.

In the 16th century, gold was discovered near the present site of Concepción del Oro and Aranzazu was left undisturbed.

17th century shows great economic importance for the district.

18th century starts the decrease in mining activity due to the exhaustion of profitable interest.

1889 Mazapil Copper Company Ltd., from England, acquired the old mines and expanded production to include copper and zinc.
1889-1962 Operations began in 1891 with production from the mines continuing until 1962.
1962 Operations were sold to the American Smelting & Refining Company (ASARCO).
1962-1982 ASARCO operated the mines until nationalization of mining interests took place in 1982.
1982-1989 Comision de Fomento Minero (Federal Mining Commission) (Fomento Minero) took control of the property and operated the mine until 1989.
1989 Fomento Minero sold the operations and property to Minera Caopas and the new owner Senor Armando Guadiana Tijerina formed Macocozac S.A. de C.V. (Macocozac).
1989-1998 Macocozac operated the mine from 1989 until 1998.
1999 Mining and mill operations at the Aranzazu project ceased.
2002 Minera Frisco S.A. completed a successful JV with Macocozac or Minera Tayahua in 2002.
2006 Zacoro acquired the right to explore and develop the Aranzazu property by signing an Option Agreement with Macocozac.
2008 Aura entered into a binding letter agreement (Clapham Letter Agreement) with Clapham Luxembourg S. àr. L. (Clapham) to acquire 100% interest in all of the mining concessions, plant, surface and water rights and other assets related to the Aranzazu project.

 

 4-1

 

Aura Minerals Inc. | Aranzazu Mine

S-K 1300 Technical Report Summary

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SLR Project No.: 233.065242.00006

 

5.2Exploration and Development History

 

5.2.1Historical Exploration and Drilling

 

Historical exploration on the property is unknown, although, more recently (1970s to present) extensive exploration and definition drilling has been completed in the mineral concession area along with both underground and open pit mine development. Several hundred drill holes have been completed on the property over the years, but the quality and availability of the information available for the drill holes are quite variable. The objectives of the drilling being unknown, it is difficult to qualify its success. The historical data has been recovered from the Macocozac files and has been entered into a Microsoft Access digital database after confirmation. A compilation of the historical drilling programs is presented in Table 5-2. The majority of drill holes were completed using diamond drilling.

 

Most of the drilling took place in the 1970s and 1980s. Sand River completed a due diligence data review and a small exploration drilling program in 1998 under its JV agreement. Coeur d’Alene Mines also completed a due diligence data review and limited drill program in 2004.

 

Assays were primarily completed on site with assays completed for copper on most drill holes but not all intervals within the hole. Gold, silver and zinc assays were not completed on a regular basis. Only a small amount of core has been preserved on site.

 

Table 5-2: Summary of Historical Drilling Programs

 

Year No. of Drill Holes Metres Drilled
(m)
Average Drill Hole Length
(m)
Company
1961 1 111.49 111.49 Mazapil Copper
1962 2 227.82 113.91
1969 16 1,049.48 65.59 Asarco Mexicana
1970 20 1,727.05 86.35
1971 33 3,027.67 91.75
1972 35 2,770.00 79.14
1973 9 908.85 100.98
1978 10 894.85 89.49 Macocozac
1979 59 3,024.65 51.27
1980 22 2,049.73 93.17
1981 41 3,025.55 73.79
1982 78 6,212.59 79.65
1983 54 2,826.40 52.34
1984 97 4,476.80 46.15
1985 44 3,312.57 75.29
1986 6 296.80 49.47
1990 25 4,264.05 170.56
1991 19 3,096.35 162.97
1992 1 44.15 44.15
2007 23 2,517.95 109.48
2007 161 42,786.28 265.75 Zacoro
Total 756 88,651.08    

 

 5-1

 

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S-K 1300 Technical Report Summary

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SLR Project No.: 233.065242.00006

5.2.2Historical Mining

 

The Concepción del Oro mining district and the Aranzazu property are riddled with mine openings and old workings, in a somewhat haphazard fashion near surface, representing the earliest efforts at extraction, and more systematic at depth, which is indicative of later, better organized and engineered mining. Associated with these openings and workings is a number of ruins, which represent the mine buildings, chapels and residences of the inhabitants and indicate the wealth of the mining district during its past.

 

Historically, individual veins or deposits had separate owners and in the case of some of the larger veins or deposits had several owners along the strike length which resulted in a surfeit of adits and shafts and very inefficient operations. This changed in 1889 when Mazapil Copper acquired the old mines, consolidated most of the older concessions and expanded production to include copper and zinc. The mines on the Aranzazu property have been developed primarily by using open stope/shrinkage underground mining methods and in one case by open pit mining methods.

 

The historical Aranzazu area has at least 13 underground levels developed. Several levels are accessible from the surface, but internal ladders have been removed and the headframe on the surface was destroyed by fire several years ago. Level 11 is accessible from the portal in the arroyo above the Mexicana mine. This tunnel is more than one kilometre long and cuts through the main intrusive body to the skarn on the western contact. The 3 m by 3 m tunnel is in good condition. Water for operations and the townsite is pumped from Level 12 and the pipeline passes through the Level 11 tunnel.

 

The Catarroyo mine area hosts 23 levels and was mined as recently as the 1980s. The internal ladders and hoists have been removed and access to multiple levels is very difficult. The portals enter on Levels 1 and 3, providing access to mineralized skarn bodies. At Cabrestante, Arroyos Azules, and Mexicana, eight levels and additional sublevels have been developed and a small open pit (at least 2.385 Mt of 0.6% copper and 2.687 Mt of waste) was developed in the Arroyos Azules area. At least 5 km of underground workings were developed, and several stoped areas were exploited. Several of the underground workings are accessible in the Mexicana area and limited access is possible in the Cabrestante area. The Cabrestante headframe is in service and provides access to Levels 1 through 5 in a two-compartment shaft. The timbers were replaced or repaired in the shaft in 2004 down to Level 6. The most recent exploitation occurred in the Arroyos Azules area from underground stopes accessed from the open pit ramps.

 

Macocozac operated the mine from 1989 until 1998, with the operations erratic from 1992 through 1998 due to fluctuating metal prices. Mining and mill operations at the Aranzazu project ceased in 1999 due to a combination of low metal prices, high taxes and labour disputes.

 

 5-2

 

Aura Minerals Inc. | Aranzazu Mine

S-K 1300 Technical Report Summary

March 28, 2025

SLR Project No.: 233.065242.00006

Aura acquired 100% of the Aranzazu Mine (formerly known as the El Cobre project) in June 2008. Production was suspended in January 2009 but restarted on a limited basis in 2010, with commercial production declared effective February 1, 2011. Aranzazu was in full production both from underground and open pit between 2011 and 2015. In January 2015, Aura suspended the operation and all capital projects, including underground development work. Aura resumed underground mining operations and on-site processing in 2018.

 

5.3Past Production

 

A summary of reported production from the Mine since Aura’s acquisition is provided in Table 5-3. Aura (2008) provides production estimates from 1962 to 1992 for Aranzazu.

 

Table 5-3: Aranzazu Past Production

 

Year Mill Feed
(000 t)
Cu
(%)
Au
(g/t)
Ag
(g/t)
Concentrate Production
(000 t)
2008 149 0.69 0.25 7.9 3.1
20091 - - - - -
2010 57 0.51 - - 0.8
2011 632 0.90 0.48 12.9 13.5
2012 772 0.85 0.50 11.9 20.7
2013 796 0.98 0.48 16.2 25.8
2014 862 0.88 0.45 14.6 26.3
20151 - - - - -
20161 - - - - -
20171 - - - - -
20181 183 1.19 0.57 15.6 8.2
2019 816 1.40 0.84 20.2 42.4
2020 896 1.44 0.90 22.0 53.8
2021 1,167 1.39 0.85 19.0 67.1
2022 1,220 1.46 0.86 18.9 75.6
2023 1,210 1.51 0.87 20.6 73.0
2024 1,229 1.50 0.83 21.6 77.6

Notes:

 

1. Mine under care and maintenance

 5-3

 

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S-K 1300 Technical Report Summary

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SLR Project No.: 233.065242.00006

6.0Geological Setting, Mineralization, and Deposit

 

6.1Regional Geology

 

Concepción del Oro is part of the strongly folded Eastern Fold Belt Sierra Madre Oriental, where sedimentary and igneous rocks ranging from the Jurassic to the Cenozoic outcrop. The Jurassic and Cretaceous sedimentary rocks are the main hosts of mineralization, formed as a result of Eocene granodioritic intrusions.

 

In more detail, the Upper Cretaceous-Early Tertiary Laramide orogeny with NE oriented compression folded the Jurassic-Cretaceous sedimentary sequence against the Coahuila Peninsula. The Concepción del Oro-Providencia-Mazapil region is located in the curvature (hinge) zone where the folds of the Sierra Madre Oriental change strike from NW-SE to E-W. This change in orientation also leads to NE to E-W strike-slip faults which in combination with dilational axial zones in anticlines lead to the emplacement of intrusives, dikes, skarn and mineralized bodies within the local regional structural makeup (Figure 6-1).

 

The Jurassic age rocks are represented by the Zuloaga limestone which estimated thickness is approximately 400 m. The Zuloaga limestone is the main sedimentary rock host of the mineralization at Concepción del Oro. Conformably overlying the Zuloaga is the upper Jurassic. La Caja Formation of siltstone and inter-bedded limestone. The La Caja Formation is divided into four distinct units. The basal Unit A is a shale and black limestone. La Caja Unit B is a clayey limestone with distinctive ammonite and pelecypod fossils. Unit C is a cherty phosphorite, and Unit D is a calcareous siltstone with chert beds and nodules. The estimated thickness of the La Caja Formation is 60 m.

 

The Cretaceous sedimentary rocks consist of the Taraises limestone/shale, the Cupido limestone, the La Pena limestone and the Cuesta del Cura limestone. The Cuesta del Cura limestone is the youngest member of the Lower Cretaceous rocks. Upper Cretaceous limestone and shale of the Indidura Formation and shale of the Caracol and Parras Formations overlie the Cuesta del Cura limestone to the north of Concepción del Oro. The total thickness of the Cretaceous sedimentary rocks is variable and ranges between 2,000 m and 2,540 m.

 

Two main types of intrusive rocks are present in the Concepción del Oro area. One is a biotite bearing phase of a quartz monzonite to granodiorite rock. The second intrusive type contains hornblende as the predominant mafic, rock forming mineral. In the area, these intrusive rocks are intruded into the axis of an antiform that constitutes the crest of the range.

 

 6-1

 

Aura Minerals Inc. | Aranzazu Mine

S-K 1300 Technical Report Summary

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SLR Project No.: 233.065242.00006

Figure 6-1: Regional and Structural Geology of the Concepción del Oro District

 

 

 6-2

 

Aura Minerals Inc. | Aranzazu Mine

S-K 1300 Technical Report Summary

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SLR Project No.: 233.065242.00006

6.1.1Regional Stratigraphy

 

The Concepción del Oro area contains Jurassic to Cretaceous limestone, siltstone, and shale intruded by Tertiary intrusive rocks and covered by conglomerate and alluvial deposits from the Cenozoic. The following gives a descriptive of the principal formations in the Concepción del Oro district, and Aranzazu, and is also shown in Figure 6-2:

 

·Jurassic: The Zuloaga Formation (fossiliferous limestones) and the La Caja Formation (thin-bedded marls and limestones) are the most representative, acting as hosts to the mineralization.

 

·Cretaceous: Formations like Taraises and Cupido are composed of limestones interbedded with shales, presenting pyrite concretions, while La Peña and Cuesta del Cura contain shales and bands of chert that are also prone to mineralization.

 

·Cenozoic: The Ahuichila Conglomerate and more recent alluvial deposits represent the sedimentary fill in the region.

 

 6-3

 

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SLR Project No.: 233.065242.00006

Figure 6-2: Regional Geology Stratigraphic Column of the Concepción del Oro District

 

 

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SLR Project No.: 233.065242.00006

6.1.2Regional Tectonic Setting

 

Aranzazu mine is in the Concepción del Oro Block, a NW-SE elongated tectonic structure, bounded by high-angle and normal faults. The tectonic deformations during the Eocene-Oligocene, related to the Laramide Orogeny, created fold and fault structures that control the arrangement of mineral deposits.

 

A generalized five-stage model has been proposed and is illustrated in Figure 6-3 to explain the geological evolution of the Concepción del Oro Block (Ramírez-Peña et al., 2019):

 

·Deposition of Marine and Volcanogenic Sedimentary Rocks: Formation of the stratigraphic column of the Mesozoic basin in the study area.

 

·Development of Thin-Skinned Deformation Structures: Formation of deformation structures within the Cuesta del Cura - La Peña formations and deposition of their synorogenic sediments.

 

·Onset of Compressional Orogenic Deformation: Thickening of the crust as results of deformation in the Cupido Formation and the beginning of the uplift of the Concepción del Oro Block through the Oro-Melchor Ocampo thrust fault. This stage also includes the deposition of polymictic synorogenic conglomerates and the emplacement of orogenic magmatism along the thrust.

 

·Progression of Orogenic Deformation: Exhumation and partial erosion of intrusive rocks in the Concepción del Oro Block, accompanied by further deposition of polymictic conglomerates and andesitic lavas.

 

·End of Regional Compressional Deformation: Transition to extensional tectonics in the Miocene, with the reactivation of the Mazapil-Matamoros lineament as a normal fault and the emplacement of basaltic lavas in the western zone of the Concepción del Oro Block.

 

 6-5

 

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SLR Project No.: 233.065242.00006

Figure 6-3: Schematic Model of the Geological Evolution of the Concepción del Oro Block

 

 

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Aura Minerals Inc. | Aranzazu Mine

S-K 1300 Technical Report Summary

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SLR Project No.: 233.065242.00006

 

6.2Structural Geology

 

La Caja anticline consists of Upper Jurassic rocks in its core (Zuloaga and La Caja formations) and Cretaceous sequences in its flanks. It is an asymmetrical, overturned fold with an axial plane inclined toward the southwest (SW) and vergence to the northeast (NE) (Figure 6-4). Its axis trends northwest-southeast (NW-SE), dipping toward the southeast (SE). The flanks show dips of 50° to 70° (rear) and 60° to 80° (frontal), with the latter generally inverted.

 

In the central area, the anticline is significantly modified by magma emplacement, creating a deformation aureole that alters the pre-existing structural attitude. The most significant modifications occur in the frontal flank, where faulting and folding have caused rotation, displacement, and fracturing of layers. In the rear flank, changes in dip angles and layer orientation are evident in both satellite images and field observations.

 

 

 6-7

 

Aura Minerals Inc. | Aranzazu Mine

S-K 1300 Technical Report Summary

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SLR Project No.: 233.065242.00006

Figure 6-4: Structural Model of the Aranzazu Deposit

 

 

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Aura Minerals Inc. | Aranzazu Mine

S-K 1300 Technical Report Summary

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SLR Project No.: 233.065242.00006

6.2.1La Laja-Concepción del Oro Fault System

 

The La Laja-Concepción del Oro fault system comprises two major structures: the La Laja Fault and the Concepción del Oro Fault. The La Laja Fault extends approximately 3.5 km in the southern region of the Concepción del Oro intrusive body. It strikes SW-NE and dips at about 70° to the SE, running sub-parallel to the contact between the intrusive body and the host rock. In the La Laja community, this fault juxtaposes the Upper Cretaceous rocks of the Caracol Formation with Upper Jurassic rocks of the Zuloaga Formation. Along its trace, it hosts sub-volcanic intermediate-acid bodies (fault dikes) and significant cataclastic rocks, including tectonic breccia, cataclasite, and fault gouge. Kinematic indicators such as striations, mineral growth fibers, and drag folds reveal a normal faulting mechanism with a sinistral component. Field observations highlight the fault’s complexity, with extensional and compressional structures serving as conduits for mineral emplacement. Furthermore, the presence of intrusive clasts within the fault breccia suggests a co-activity between magma emplacement, mineralization, and faulting, underscoring the need for detailed study and inclusion in the regional structural model.

 

The Concepción del Oro Fault appears as a fault zone that can reach up to 150 m in thickness. It is prominently exposed in the eastern sector of the study area, particularly in El Temeroso and Cabrestante hills. The associated deformation zone exhibits a preferential NW-SE or NNW-SSE orientation, with dips varying between 30° and 85° to the ENE. The fault's orientation and dip fluctuate locally, influenced by the lithological variability of the units it cuts. In the eastern sector of Cerro El Temeroso, the fault juxtaposes the La Cupido Formation against the Zuloaga Formation, displaying steep dip angles. Conversely, in the Cabrestante area, its dip becomes erratic, ranging between 30° and 70°. In this region, the fault zone locally propagates sub-parallel to the stratification of the La Caja Formation, forming fault-related "flats" and R-type structures at a meso-scale

 

6.3Local Geology

 

The Concepción del Oro mining district is historically known for its copper-gold-silver skarns and zinc-lead-silver carbonate replacement (CRD) deposits (Megaw et al. 1988). These deposits maintain a spatial and genetic relationship with a sequence of late Eocene intrusions, characterized by their granodioritic to high-potassium calc-alkaline quartz monzonitic composition. These intrusions have been emplaced within Jurassic and Cretaceous sedimentary sequences, which underwent contractional deformation in the late Eocene-Oligocene, similar to structures of the Laramide orogeny in the Rocky Mountains of southern and northern Mexico (Ramírez-Peña et al. 2019). In this district, the main intrusions were guided by La Caja anticline axis with a predominant direction towards the northwest, which shows a pronounced inclination and appears to be strongly overturned.

 

6.4Property Geology

 

The Aranzazu mine area is located within the Concepción del Oro district, surrounded by Jurassic and Cretaceous sedimentary rocks and Eocene granodioritic intrusive bodies. These intrusions have caused contact metamorphism in the surrounding limestones, generating hornfels and skarn, with the latter being the main host of mineralization in the area. Limestone in the hanging wall of the Aranzazu deposit is extensively marbleised and the internal siltstone converted to siliceous hornfels.

 

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6.4.1Skarns

 

The principal Aranzazu mineralized skarns are deposits formed by the contact between Eocene granodioritic intrusions and the sedimentary limestones of the Zuloaga (Figure 6-5), while La Caja formation was metamorphosed into a calc-silicate hornfels (pyroxene/biotite), and Taraises formation into Cabrestante–Glory Hole Hanging Wall skarn. The deposits are particularly rich in copper, gold, and silver.

 

 

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Figure 6-5: Cross Sections of Aranzazu Principal Skarn Bodies and Formations

 

 

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In outcrops and shallow levels of the skarn bodies, an oxidation zone is consistent with some copper carbonates as malachite, azurite and brochantite. Decynes of meters below, the copper mineralization becomes more abundant in sulphides, majority in chalcopyrite >> bornite > chalcocite. All these sulphides (stage 4 retrograde) crosscut and replace preexisting prograde mineral such as garnets and pyroxenes (stage 2 prograde). Epidote, Vesuvianite, chlorite, iron oxides, quartz, and calcite are present everywhere as product low temperature alteration (stage 3 retrograde) in either exo or endo skarn zones.

 

Since the re-opening of the Aranzazu mine in 2018, BW, Mexicana (MX), and shallow levels of GH Zones entered in production because of the underground ramp, drifts, and stopes prepared by the previous company. After lateral and drilling campaigns at depth, the Glory Hole Foot Wall (GHFW) and Glory Hole Hanging Wall (GHHW) have become a priority in development and production.

 

The three main zones, BW, MX, and GH, are in contact with the granodiorite intrusive, following the NW-SE regional trend (Figure 6-6). The vein-shape of the skarns in GHFW and GHHW is a result of the deformed sedimentary beds (Zuloaga, La Caja and Taraises formations) on the right side of La Caja Anticline. Some barren post-mineralization dikes separate the main Zuloaga-Granodiorite contact locally.

 

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Figure 6-6: Plan View (level 1960) of Aranzazu Principal Skarns at the Zuloaga-Granodiorite Contact

 

 

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In the GH and Cabrestante area the mineralized bodies are irregular to tabular shape, are generally oriented NNW and occur at or close to the limestone-intrusive contacts. The mineralized bodies persist a considerable distance into the eastern intrusive apophysis or “tongue” (GHFW orebody), or into the hanging wall limestones. The kinematic indicators exhibit evidence the Cabrestante dilatational zones were formed by a dextral component of movement along the overall WNW trend of the intrusive-limestone contact. The Cabrestante area is also the starting point for the northeast trending Cabrestante-Diamante-El Roble structural corridor where the stratigraphic displacements indicate the presence of a complex pattern of strike-slip faults associated with strong bending of the anticlinal axis.

 

6.4.2Intrusive Rocks

 

The Aranzazu porphyry stock is adjacent to a non-mineralized granodiorite. The quartz monzonite porphyry is a potentially mineralized porphyry copper which covers an area of approximately 1 km2. Quartz-sericite veining is in part stockwork, but the stock margins are dominated by parallel veins indicating a strong flow vector of hydrothermal fluids into the skarn zones. The Aranzazu stock consists mainly of granodiorite to quartz monzonite and monzonites of porphyroblastic to equigranular textures. Biotite and hornblende typically make up 2.0% to 5.0% of the intrusive phases, and magnetite is commonly present in the 1.0% to 2.0% range. The borders of the stock exhibit other younger phases such as quartz-feldspar porphyries, medium grained biotite-rich granodiorites, and aphanitic dikes of andesitic composition. These younger phases could have a closer relationship to the magmatic chambers responsible for metasomatism and mineralization since they are observed in proximity to mineralized skarns and zones of alteration. In the intrusive border zone where the GHP-Cabrestante orebodies are located, pre-mineral quartz-feldspar porphyries occur as pre-mineral dikes between skarn deposits.  

 

Two broad categories of intrusive rocks are identified in and nearby the Aranzazu deposit: equigranular phases along the eastern side of the Concepción del Oro stock and porphyries within the skarn deposit.

 

Three main equigranular intrusive phases were recognised (Sillitoe 2019). The oldest, observed at surface west of the security pit and in holes 54375-1, AZC-084 and AZC- 090, appears to be a porphyritic quartz monzonite, which contains biotite, lesser hornblende and distinctly larger euhedral plagioclases, up to ~0.5 cm in size; it hosts the sheeted veinlets. A second intrusive phase, which can be observed near the ends of holes AZC-092 and AZC-217, is a melanocratic rock, comprising large, crowded euhedral plagioclases, abundant mafic minerals, dominantly biotite, and a finer-grained K-feldspar-quartz groundmass. The absence of quartz, except in the groundmass, suggests monzodiorite as an appropriate name. The third phase, which is clearly later than the porphyritic quartz monzonite (Figure 6-7), is a coarse-grained granodiorite that forms bold outcrops displaying spheroidal ‘onion-skin’ weathering. Even though these last two intrusive phases appear to be unaltered, they were observed locally to contain molybdenite on fractures (Figure 6-8).

 

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Figure 6-7: Late Equigranular Granodiorite Dyke (white, ~20 m wide) Cutting Quartz Monzonite Containing Sheeted Limonitic Veinlets in Mexicana-AA Pit

 

 

Source: Sillitoe 2019

 

Figure 6-8: Molybdenite Coating on Fractures in Late Equigranular Granodiorite, North End of Aranzazu Deposit

 

 

Source: Sillitoe 2019

 

Note: Hammer head shown in bottom left for scale.

 

Quartz monzonite porphyries are intimately associated with the Aranzazu skarn deposit, in which they constitute numerous steep dykes, ranging from a few metres to >50 m wide. Many of

 

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the dykes parallel the bedding but others were emplaced along the eastern edge of the equigranular intrusions, abutting the western edge of the skarn deposit. Two porphyry phases are suspected to exist, the earlier displaying alteration and veining and the latter only weakly altered and poorly fractured. Both phases are characterised by rounded quartz phenocrysts, biotite ‘books’ and squarish plagioclase phenocrysts in a fine-grained to aphanitic quartz-K-feldspar groundmass. The margins of the dykes are commonly converted to endoskarn (Sillitoe 2019).

 

Metre-scale dykes and centimetre-scale dykelets of pink-coloured aplogranite and aplite cut all the equigranular and porphyry phases described above, suggesting that these late differentiation products were emplaced in several stages (Sillitoe 2019).

 

6.5Mineralization and Alteration

 

6.5.1Alteration

 

Hydrothermal alteration and associated mineralization are present in both the porphyritic quartz monzonite immediately west of the skarn deposit as well as in the early porphyry dykes within it. The most widespread alteration is weak potassic, evidenced by biotite replacement of any hornblende and biotite in veinlets or as veinlet selvages. These potassic-altered rocks contain sparse A- and B-type quartz veinlets, typical of porphyry copper deposits. The A-type veinlets are either barren or contain minor pyrite, chalcopyrite ± magnetite; they generally lack veinlet haloes but can be bordered by coarse-grained biotite. The B-type veinlets, most common in the early porphyry intrusions and flanking skarn, contain molybdenite, commonly along their margins, but can also host chalcopyrite and pyrite; they lack alteration haloes. These potassic-altered rocks can average 0.1%–0.2% Cu, but lack gold (Sillitoe 2019).

 

The distribution of the various alteration and mineralization phases is variable along the strike of Aranzazu deposit. From the northwest moving southeast on strike, the BW zone formed as vertical chimney and is marked by weak propylitic alteration. The alteration mineral assemblage includes pyrite, chlorite, epidote and calcite. The next zone southeast is known as the Mexicana. In the upper portions of the Mexicana mineral zone, the alteration is predominately propylitic. Alteration at the GH zones and toward Cabrestante is predominately weak potassic alteration. The weak potassic alteration indicator mineralogy is secondary biotite and potassium feldspar. Potassic alteration increases at depth and can be observed in GHFW especially within intrusive and endoskarn. Weak potassic alteration is usually associated with higher grade of gold. The gold grade in GHFW, GHHW, and Cabrestante zones generally increases compared to other zones in Aranzazu deposit.

 

There is little evidence of sericitic alteration (phyllic) in the intrusions observed at Aranzazu, although it is suspected to have been present in the higher, now-eroded parts of the system. However, this later, hydrolytic stage of deposit evolution did penetrate sufficiently deeply to overprint the prograde skarn and generate the retrograde copper-gold mineralization (Sillitoe 2019).

 

In the Aranzazu deposit, sulphide minerals were completely oxidised for several tens of metres below the pre-mine surface, with the semi-massive pyrite in retrograde skarn transformed to limonitic gossan. Where pyrite is abundant in intrusive rocks, as in the sheeted veinlet zone immediately west of the deposit, the acidic solutions generated during its oxidation caused pervasive kaolinisation (Figure 6-9). Therefore, the argillic alteration prominent on ASTER images is not a hypogene alteration feature but is supergene and indicates the former presence of abundant pyrite (Sillitoe 2019).

 

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The sheeted veinlets, observed at surface in the porphyritic quartz monzonite, typically strike parallel to the western skarn contact, although other subsidiary veinlet directions are also observed. The sheeted zone, highly weathered at surface (Figure 6-10), are in fact early dark micaceous (EDM) veinlets characterised by haloes composed of intergrown sericite, biotite and possibly other minerals (e.g., K-feldspar, andalusite) plus disseminated magnetite, pyrite and minor chalcopyrite. The deeper, unweathered parts of the sheeted veinlet zone cut by display weak potassic alteration and average 0.1–0.2% Cu, most of it probably in the EDM veinlets, but essentially no gold (Sillitoe 2019).

 

Retrograde skarn ore was enriched in places by supergene chalcocite, which partially replaces chalcopyrite and tennantite-tetrahedrite. The copper for the enrichment was derived by supergene oxidation of chalcopyrite and tennantite-tetrahedrite in the shallow parts of the skarn body. The relatively high permeability of both the prograde and retrograde skarn facilitated deep penetration of the copper-bearing supergene solutions (Sillitoe 2019).

 

Figure 6-9: Sheeted Kaolinized EDM Veinlets in Drill Core of GHFW

 

 

Source: Aura 2024.

 

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Figure 6-10: Sheeted Oxidized EDM Veinlets in Pervasive Kaolinized Quartz Monzonite Outcrop

 

 

Source: Aura 2024.

 

6.5.2Mineralization

 

The mineralization in Aranzazu has a strike length of 1.5 km, a width of up to 250 m, and depth extents up to 850 m. The Aura exploration and definition drilling shows that mineralization is closing off at BW, MX, and Arroyos Azules (AA) but open at depth in the GH zones. The deepest drilling conducted to date was carried out by Aura (M-20-0028) and indicated the presence of strong copper mineralization at an elevation of 1,272 m below sea level, or 850 m below surface.  

 

Copper, gold and silver mineralization occurs in a porphyry alteration assemblage related to the intrusion of an igneous rock complex consisting of quartz monzonitic to granodioritic rocks. The igneous rocks have intruded a sequence of Cretaceous limestones and siltstones. The sedimentary rocks have undergone contact metasomatism and skarnification and now represent a group of rocks ranging from endoskarn and exoskarn, proximal to the intrusive, to marble, distal to the intrusive. Hornfels is present and reflects the contact metasomatic alteration of clastic rocks. Porphyry alteration consisting of propylitic, phyllic, and potassic alteration overprints the skarn, quartz monzonite and, in some areas, marble and hornfels. The porphyry alteration is the mineralizing event that deposited the suite of metals that comprise the mineral deposits of interest.

 

The formation of the Aranzazu skarns follow a general worldwide paragenesis stages:

 

·Stage 1. Contact Metamorphism: The original limestones were transformed into hornfels and marble.

 

·Stage 2. Prograde Skarn: Minerals such as garnet and pyroxene formed (Endoskarn).

 

·Stage 3. Retrograde A: The precipitation of amphibole, magnetite, specular hematite, mushketovite, epidote, vesuvianite, and quartz.

 

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·Stage 4. Retrograde B: Sulphides of copper (Figure 6-11), gold, and silver are formed, consolidating the economic value of the deposit. Also, chlorite, calcite and quartz.

 

The skarn exhibits a typical zoning pattern: copper is concentrated near the endoskarn, molybdenum is found within the endoskarn zone, close to or within the causative intrusion, and silver, zinc, and lead are primarily located in the exoskarn, trending toward the distal zones. Manganese occurs at the edges of the skarn-marble contact, while gold distribution within the deposit is variable. The spatial distribution of the minerals is controlled by the tectonic structure and the degree of oxidation of the hydrothermal fluids.

 

The copper mineral species present in the different zones vary depending on the alteration style that is prevalent. In the BW zone, host to propylitic alteration, the copper mineralization is mostly chalcopyrite and covellite. Copper mineralization present in potassic alteration styles is chalcocite, copper sulphosalts, chalcopyrite, and bornite. The trace metal assemblages also vary depending on the copper minerals present. The BW zone contains moderate amounts of arsenic, but is relatively low in antimony, bismuth and tellurium. In areas of potassic alteration where multiple copper mineral species are present, the amounts of arsenic, antimony, bismuth and tellurium increase.

 

Figure 6-11: Semi-massive Sulphide Zone in GHFW with Quartz (Qz), Pyrite (Py), Chalcopyrite (Ccp), and Chalcocite (Cct)

 

 

Other phases of mineralization are evident in the Concepción Del Oro area. Zinc-lead-silver deposits are noted as discrete, relatively small chimney and manto deposits. The zinc-lead-silver mineralization phase is present as both distal deposits relative to the Aranzazu copper mineralization and as late-stage mineralization that postdates and crosscuts the Aranzazu copper mineralization.  

 

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Some skarn and intrusive zones contain high concentrations of molybdenum. Often garnet skarn contains several percent of coarse-grained molybdenum, and it is also common in veins which cut skarn and intrusive zones. Molybdenum occurs within endoskarn and exoskarn as well altered granodiorite intrusive in GH zones, though it is not clear from geological relationships where the molybdenum mineralization occurs paragenetically relative to the copper and zinc-lead-silver pulses of mineralization.

 

Molybdenum content in mineralized zones varies. Average of molybdenum in GHFW is 429 ppm, in GHHW is 92 ppm, and in MX zone is 140 ppm.

 

Gold mineralization occurs throughout all of the alteration phases previously mentioned with the exception of prograde skarn alteration. Gold grades are generally higher in the phyllic and potassic alteration assemblages compared to propylitic altered rocks.

 

6.6Deposit Types

 

The Concepción Del Oro district represents a porphyry copper deposit that has been eroded down to a relatively deep level, as evidenced by the outcropping skarn alteration. The Aranzazu skarn deposit is considered to have been generated by replacement of receptive limestone beds in proximity to the early porphyry intrusions, which were emplaced on the eastern edge of the Concepción del Oro stock. Skarn prograde alteration is barren unless the skarn is overprinted by the later porphyry style alteration marked by propylitic, phyllic, and potassic alteration types.

 

The sheeted veinlet zone in the immediate footwall of the skarn suggests that porphyry emplacement was structurally controlled, perhaps by a reverse fault that breached the northwest-trending anticlinal axis (Sillitoe, 2019).

 

Weak potassic alteration and the contained EDM and A- and B-type quartz veinlets constitute porphyry copper mineralization in the early porphyry and flanking porphyritic quartz monzonite intrusions. They are the temporal equivalents of the prograde skarn, although the B-type veinlets also clearly cut garnet skarn in places.

 

Trace metal geochemistry supports the classification of Concepción del Oro as a porphyry deposit. Strongly anomalous bismuth, tellurium, arsenic and antimony are present and are typical trace metal assemblages associated with porphyry copper deposits. This trace metal assemblage is most anomalous in areas of phyllic, and potassic alteration.  

 

A characteristic feature of many porphyry systems is the regular pattern of zonal metal distribution-both vertically from deep levels proximal to the composite porphyry stock and laterally from centrally isolated potassic alteration to marginal propylitic zones. Zonation is illustrated in Figure 6-12.

 

In Aranzazu, geochemical zonation at the deposit scale shows the typical distribution of proximal copper and molybdenum in the deeper feeder zones, and zinc, lead and silver towards the distal peripheries, both longitudinally and laterally. Relatively high arsenic levels are consistent throughout the district and are particularly high in the peripheral zone like Cabrestante zones southeast of the Aranzazu Property.

 

The assays of Pb-Zn-Ag define a clear peripheral zonation surrounding the copper orebodies of the district. Southeast of the Cabrestante shaft there are numerous small workings that were developed in small pockets of high Ag-Pb-Zn which seem to reflect lateral zonation from the Cabrestante copper- rich zone. The north and south flanks of the Cabrestante-El Diamante-El Roble corridor northeast of Concepción del Oro town has numerous showings along small occurrences (mantos, veins, dike contacts) which exhibit gossan mineralization with high values of Zn-Pb-Ag-As. These small occurrences could reflect the periphery of possible copper deposits closer to the intrusive contacts under cover in the corridor.

 

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Multi-elemental zoning in El Cobre mine is based only on the new sampling program carried out in 2013 (Albinson et al.). The results show that Ag, Pb, Zn, and as increase strongly in the peripheral narrow structures of the Conejos zone.  

 

Zonation of zinc with respect to copper, is clearly evident in the Palomas deposits which represents the lateral zonation to the west of the copper-rich Mexicana and BW orebodies. It is also possible the zinc-rich Palomas zone could have an underlying copper-rich zone.

 

Molybdenum generally reports assays of interesting grade in the active Aranzazu Mine. The geochemical zonation of molybdenum in the BW to Cabrestante orebodies shows values more than 500 ppm in the intermediate and deep portions of the deep GHP-FW orebody and the northwest side of the Mexicana orebody. It is possible the deeper portions of the copper-rich orebodies average enough grade of molybdenum to justify economic recovery of this metal.  

 

Figure 6-12: Metal Zoning of Skarn Deposits

 

 

Source: Chang 2023.

 

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7.0Exploration

 

7.1Exploration

 

7.1.1Mapping and Sampling

 

For Aranzazu near mine bodies (Conexion, Cabrestante, Cabrestante SW, Esperanza, and Cata-Arroyo), three exploration campaigns were done from 2020 to 2024. The first focused on the recognition of main lithological contacts and mineralized structures, large-scale mapping (1:25,000) and local rock sampling survey (50 m X 50 m grid), showed anomalous copper and gold values, 0.3% to 0.8% and 0.2 ppm to 0.5 ppm, respectively, next to the intrusive. Later, detailed mapping and sampling work using 1:5,000 scale and parametric rock sampling survey (200 m X 200 m grid) were done in the second and third exploration campaigns. Results from these exploration campaigns defined the most important targets for drilling due to their consistent copper and gold trend values within the skarns bodies. Several holes were drilled, and the lateral and deep extension of the bodies was proved. Copper and gold grades are lower than in the old levels that were mined previously, but still economic.

 

In El Cobre, two exploration campaigns were carried out, the first in 2020-2021 and the second in 2022-2024. A strategy similar to that used in Aranzazu near mine bodies was applied: the first campaign focused on the recognition of the main lithological contacts and mineralized structures, and the second on finding the lateral extension of the skarns to the north and south of the main intrusive contact. Anomalous copper values were found surrounding the contact (0.3% to 0.5% Cu) to the south. Two important targets were interpreted for drilling: “Limestone Bridge” (previously called Cerro Conejos) and the extension to the south of the San Antonio skarn body. The resulting drilling campaigns are further discussed in Section 7.2.3. During 2022 in La Apuesta project, a surface mapping and sampling program was done. The objective was testing the magnetic anomalies in the eastern portion of the Aranzazu deposit. There are no outcrops or any significant artisanal mines surrounding this area. In the north part of La Apuesta claim, high values in the magnetometry model were interpreted as a possible intrusive body. The follow-up drill programs are further discussed in Section 7.2.3. In 2023, after the first stage of the surface sampling campaign in the portion south of the claim, gold values in range of 0.2 g/t Au and 6.52 g/t Au were found from surface hand rock samples following the same mineralization regional trend NNW-SSE. Considering insignificant copper values, which are atypical compared to the Aranzazu deposit, and different alteration and mineral assemblage, a distal/low-temperature mineralization style possibly related to the latest stage of porphyry intrusive is proposed.

 

7.1.2Geophysical Surveys

 

A regional airborne magnetometry study was carried out in the Aranzazu concessions in 2019. Anomalies associated with the extension of the intrusive bodies of intermediate composition were investigated as well as their relationship with skarn bodies of Aranzazu. Furthermore, the regional fault structures, which serve as key conduits for ascending hydrothermal fluids, were analyzed. The assessment revealed a strong response to the magnetometry method, effectively highlighting the region's structural geology. The survey covered the areas of GH, El Cobre, La Esperanza, Cabrestante, Cata-Arroyo, and La Apuesta, as shown in Figure 7-1.

 

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Figure 7-1: Airborne Magnetometry Map Showing Magnetic Susceptibility at 300 m Depth

 

 

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The airborne magnetometry survey incorporated a more detailed survey over a targeted area to enhance the understanding of the continuity of the mineralized bodies. This focused investigation, primarily in the Glory Hole (GH) area, aimed to refine the structural and geological interpretation by identifying magnetic anomalies associated with mineralization. The results provided valuable insights into the subsurface features, supporting exploration efforts and guiding future drilling programs in the region.

 

In 2020, a rerun of the airborne magnetometry for El Cobre area was performed. The main purpose was to identify the continuity of the intrusive and the contact with sedimentary rocks at depth (Figure 7-2). In 2023, data from magnetometry was recalibrated with overall information from deeper drill holes. The results of the magnetometry survey did not provide additional value or contribute to any changes in the current geological interpretation. The high and low susceptibility values from the magnetometry survey align with and support the current understanding of the regional behavior of the left-flank anticline contact between the granodioritic intrusion and the sedimentary rocks.

 

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Figure 7-2: Susceptibility from Geophysical Magnetometry Model of the El Cobre Area

 

 

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An induced polarization (IP) survey was also conducted in the Cata-Arroyo, La Esperanza, and Cabrestante area during 2021. The main purpose was to test the continuity of the skarn bodies at depth and the orientation of the sedimentary rocks. The survey results revealed a syncline structure representing the structural continuation of the La Caja anticline. This interpretation was tested in 2024 with deep drilling in the Esperanza zone to confirm the continuity of the mineralized skarn, the results of which are provided in Section 7.3.2.

 

7.2Drilling

 

All drilling conducted prior to 2008 is considered historical and is discussed in greater detail in Section 5, as well as in the 2011 Technical Report (Aura 2011).

 

The drilling described in this section pertains exclusively to the drilling completed by Aura following its acquisition of the property in 2008. Table 7-1 summarizes the drilling campaigns completed by Aura since 2008. Figure 7-3 shows location and traces of surface drill holes completed by Aura, by drilling type.

 

Table 7-1: Aura Drilling Campaigns of Aranzazu

 

Year Drill Type No. of Drill holes Meters Drilled
(m)
Average Drill Hole Length
(m)
2008 DD1 24 3,366.20 140.26
RC2 33 6,722.39 203.71
Total 57 10,088.59 176.99
2009 DD 68 18,201.95 267.68
RC 17 3,892.29 228.96
Total 85 22,094.24 259.93
2010 DD 197 60,215.80 305.66
RC 184 30,810.13 167.45
Total 381 91,025.93 238.91
2011 DD 30 7,135.40 237.85
2012 DD 20 1,294.35 64.72
2013 DD 37 3,283.15 88.73
2014 DD 40 4,559.10 113.98
2017 DD 7            1,403.60 200.51
2018 DD 87 5,420.64 62.31
2019 DD 235          19,256.85 81.94
RC 8 217.00 20.57
Total 243          19,473.85 80.14

 

 

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Aura Minerals Inc. | Aranzazu Mine

S-K 1300 Technical Report Summary

March 28, 2025

SLR Project No.: 233.065242.00006

Year Drill Type No. of Drill holes Meters Drilled
(m)
Average Drill Hole Length
(m)
2020 DD 241 31,828.90 132.07
RC 29 487.50 16.81
Total 270 32,316.40 119.69
2021 DD 174 44,756.56 257.22
RC 18 542.90 30.16
Total 192 45,299.46 235.93
2022 DD 197 42,814.25 217.33
2023 DD 224 46,476.00 207.48
2024 DD 112 33,203.79 296.46
Total   1,982 365,888.75  

Notes:

 

1.     Diamond Drill Hole

2.     Reverse Circulation Drill Hole

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Aura Minerals Inc. | Aranzazu Mine

S-K 1300 Technical Report Summary

March 28, 2025

SLR Project No.: 233.065242.00006

Figure 7-3: Aranzazu Property Diamond Drill Hole Locations

 

 

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Aura Minerals Inc. | Aranzazu Mine

S-K 1300 Technical Report Summary

March 28, 2025

SLR Project No.: 233.065242.00006

7.2.1Drilling Activities 2008-2009

 

In 2008, a total of 10,088.59 m was drilled in 57 holes including 24 DDH and 33 RC holes. A total number of 4,664 samples were taken and sent to an external laboratory to be analyzed for copper, gold, and silver.

 

In 2009, a total of 22,094.24 m was drilled in 85 holes including 68 DDH and 17 RC holes. A total number of 11,200 samples were taken and sent to an external laboratory to be analyzed for copper, gold, and silver.

 

Drilling in 2008 and 2009 mainly focused on the delineation and definition of Mexicana and GH Zones in preparation of production both by open pit and underground mining. The definition and delineation of GHFW and hanging wall were mainly concentrated on the shallower part of these zones. The south part of Mexicana Sur (MXS) was drilled mainly for underground mining.

 

The drilling campaigns successfully delineated the Mexicana zone and the shallower part of the GH Zone, converting Mineral Resources from the Indicated to the Measured category in the Mexicana zone. Additionally, Inferred Resources were added to the GH Zone, both in the hanging wall and footwall, at greater depths.

 

7.2.2Drilling Activities 2010-2011

 

Between 2010 and 2011, Aura drilled 67,351.2 m of core in 227 holes and 30,810.1 m of RC drilling in 184 holes, mainly targeting the MX, AA, and GH Porphyry zones.  

 

The 2010 drilling campaign by Aura was one of the most aggressive exploration campaigns in the Aranzazu mine. The total of 91,025.93 m was drilled in 381 holes including 197 DDH and 184 RC holes. A total of 42,146 samples were taken and sent to an external laboratory to be analysed for copper, gold and silver.

 

The drilling was focused on all mineralized zones in the Aranzazu mine. Infill drilling in MX successfully delineated ore bodies to prepare them for underground mining and expand the Mineral Resources in MX zones. In GH zones, deep drilling extended the footprint of mineralization to greater depth (up to 1500 m elevation) and expanded mineralization footprints in both the GHHW and GHFW.

 

RC drilling was mainly done in the GHHW zone at a shallower depth to delineate Mineral Resources and Mineral Reserves for open pit mining. Close surface drilling was successful in delineating GHHW.

 

In the Cabrestante and Cabrestante South zones exploration drilling expanded and increased Mineral Resources.

 

In 2011, 30 diamond drill holes were drilled, and 2,795 samples were taken. The exploration drilling was focused on Cabrestante and Cabrestante South zones in the southwest of the mine.

 

7.2.3Drilling Activities 2012–2017

 

From 2012 to 2014, no exploration drilling was conducted at the  Mine. Drilling during this period focused on stope definition and delineation of mineralization below mining levels, targeting the BW, AA, Mexicana, and Glory Hole Porphyry zones, totaling 9,136.6 m in 97 core holes.

 

Drilling in 2012 and 2013, 20 DDH and 30 DDH, respectively, was predominantly definition drilling for the MX and BW zones. A total of 2,890 samples were taken and sent to the external laboratory. Drilling in 2014 was aimed to better define the MX, BW, and GHHW zones to refine

 

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Aura Minerals Inc. | Aranzazu Mine

S-K 1300 Technical Report Summary

March 28, 2025

SLR Project No.: 233.065242.00006

the geometry of mining stopes and reduce the external dilution. A total of 40 drill holes were drilled and 1,469 samples were taken and sent to the laboratory.

 

Between 2015 and 2017, the Mine was placed under care and maintenance, and only seven drill holes were drilled for geotechnical and metallurgical purposes.

 

7.2.4Drilling Activities 2018–2024

 

From 2018 to 2024 with the re-opening of the Mine, Aura focused on exploration as well as drilling on the production ore bodies, GH zone, Mexicana, and BW. A total of 1,277 diamond holes were drilled:

 

·62 holes for resource expansion

 

·101 infill holes in the GH zone

 

·15 geotechnical holes

 

·12 deep holes in the GH zone

 

·11 holes targeting Inferred material in the GH zone

 

·1,076 definition drilling holes, comprising 32 in the BW zone, 168 in the Mexicana zone, and 876 in the GH zone.

 

Additionally, a total of 55 RC holes were drilled for definition purposes.

 

In the BW and Mexicana zones the definition drilling results confirmed the copper + gold + silver average grades (1.8%, 0.5 ppm and 25 ppm, respectively) but less thickness (from approximately 30 m to approximately 15 m). However, the deep continuity of the mineralized skarn is closed. In-depth geological and structural interpretation is required to evaluate further exploration on these zones.

 

Both the infill and deep drilling campaigns in the GH Zone have been successful. Although the lateral continuity of the skarn is poor, the deep extension of the zone continues with economic grades and approximately 25 m thickness. From the level 1840 to 1400 masl, the infill drilling mineralized GH Zone intersections have average grades of 2% Cu, 1.0 ppm Au, 20 ppm Ag, and 30 m thickness. The deep drilling testing the depth extent of the mineralization below level 1400 masl returned values of 1.5% Cu, 0.40 Au ppm, 12 Ag ppm, and 20 m thickness with mineralization still open at depth. Significant intercepts for GH and Mexicana Zones, including Cu >1%, are showed in Table 7-2.

 

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Aura Minerals Inc. | Aranzazu Mine

S-K 1300 Technical Report Summary

March 28, 2025

SLR Project No.: 233.065242.00006

Table 7-2: Significant Intercepts from 2020-2024 Drill Campaign GH and Mexicana Zones

 

Hole ID Zone Mineralized Interval (m) Assay Results
From To Interval Cu
(%)
Au
(g/t)
Ag
(g/t)
M-20-0005 GHFW 512.33 553.82 41.49 5.43 2.51 65.92
M-20-0006 GHFW 533.25 583.25 50.00 6.46 3.68 95.21
M-20-0010 GHFW 521.25 548.35 27.10 2.24 0.99 30.25
M-20-0028 GHFW 898.15 902.15 4.00 1.41 0.65 1.41
M-20-0035 GHFW 842.63 852.62 9.99 1.70 0.93 17.51
M-21-0049 GHFW 710.97 741.75 30.78 2.01 0.78 21.32
M-21-0056 GHFW 603.51 616.15 12.64 2.38 1.13 27.38
M-21-0057 GHFW 598.42 647.84 49.42 1.50 0.91 17.19
M-21-0061 GHFW 604.40 631.07 26.67 3.00 1.64 34.61
M-22-0085 GHHW 236.74 252.56 15.82 1.34 0.53 15.37
M-22-0088 GHFW 562.55 571.68 9.13 1.41 0.71 13.43
M-22-0089 GHFW 473.95 533.11 59.16 1.38 0.81 17.91
M-22-0090 GHHW 254.17 275.92 21.75 1.46 0.61 20.90
M-22-0091 GHFW 477.28 490.08 12.80 1.00 0.51 8.16
M-22-0091 GHFW 530.13 545.38 15.25 1.69 0.73 15.50
M-22-0093 GHFW 529.80 546.75 16.95 1.94 0.86 21.85
M-23-0099 GHFW 246.75 310.65 63.90 3.09 2.04 55.00
M-23-0100 Mexicana 138.84 141.75 2.91 3.24 1.10 45.00
M-23-0113 GHHW 811.66 816.40 4.74 1.03 0.35 8.34
M-23-0115 GHHW 838.22 841.18 2.96 1.13 0.82 13.26
M-23-0118 Mexicana 102.80 107.14 4.34 1.18 0.70 11.00
M-23-0144 GHFW 30.87 35.67 4.80 1.51 0.70 20.00
M-23-0145 GHFW 1.35 10.10 8.75 1.00 1.04 14.00
M-23-0158 GHFW 306.85 326.72 19.87 1.66 0.68 15.00
M-23-0158 GHHW 183.60 187.45 3.85 1.01 0.81 13.00
M-23-0159 GHFW 376.52 407.05 30.53 1.40 0.67 18.11
M-23-0159 GHHW 184.76 222.78 38.02 1.96 0.72 33.00
M-24-0172 GHFW 375.52 387.85 12.33 2.22 1.74 29.01
M-24-0172 GHHW 214.88 235.40 20.52 1.91 0.66 25.73
M-24-0175 GHHW 535.48 541.71 6.23 1.043 0.27 15.00
M-24-0191 GHHW 333.20 338.65 5.45 5.79 2.20 69.24
M-24-0196 GHFW 584.93 600.62 15.69 1.34 0.47 9.04
M-24-0196 GHHW 432.64 445.64 13.00 1.43 0.34 21.34
M-24-0199 GHFW 619.40 626.72 7.32 1.08 0.66 10.93
M-24-0199 GHHW 499.65 514.61 14.96 2.54 2.07 35.63
M-24-0200 GHHW 393.05 400.88 7.83 1.08 0.19 9.78
M-24-0201 GHHW 472.75 496.21 23.46 1.59 0.55 18.55

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Aura Minerals Inc. | Aranzazu Mine

S-K 1300 Technical Report Summary

March 28, 2025

SLR Project No.: 233.065242.00006

El Cobre

 

In 2020, Aura started the first of three drilling campaigns in El Cobre. A total of 40 underground holes were drilled during the first and second campaigns from level 9 (locally known as “Socavon”). The purpose was to test the continuity at depth of the previously mined economic skarn bodies. The skarn was intercepted, but with lower copper and gold grades and poor continuity in the mineralization.

 

A third campaign was completed between 2022 and 2024. In this campaign 12,700 m of drilling was completed over 21 holes from surface, focused on the Jabonera-Palomas deep and San Antonio zones. A narrow, high grade zone, grading 3% Cu over 5 m was found in Jabonera-Palomas deep skarn, approximately 450 m below the lowest existing mine level and approximately 800 m below surface. In the San Antonio zone, three holes found grade continuity to the south of the mineralized skarn (10 m at 1.2% Cu and 0.5 ppm Au). This was intersected 400 m below surface and 350 m horizontal distance from level 9.

 

In Limestone Bridge, eight drill holes were completed (three from underground and five from surface) with no relevant copper grades, only disseminated silver values related to CRD mineralization. However, at San Antonio, economic copper and gold values were found in the south zone, a “hidden” extension of the body with no outcrops on surface. Seven drill holes (four from underground and three from surface) intersected 1% to 1.3% Cu and 0.3 ppm to 0.8 ppm Au. These results are further detailed by drill hole in Table 7-3.

 

Table 7-3: Significant Intercepts from 2022-2024 Drill Campaign San Antonio South Zone

 

Hole ID  Year Drilled  Depth Type Domain From To Apparent Width
(m)
Cu
(%)
Au
(g/t)
Ag
(g/t)
D-22-0031 2022 698 Potential San Antonio 422.68 423.72 1.04 0.37 0.02 2.00
D-22-0035 2022 702 Potential San Antonio 395.73 414.82 19.09 0.09 0.03 4.00
D-22-0036 2022 610 Potential San Antonio 501.78 529.1 27.32 0.48 0.23 6.00
D-22-0042 2022 626 Potential San Antonio 489.76 498.7 8.94 0.61 0.10 20.00
D-24-0060 2024 842 Potential San Antonio 628 639 11.00 1.34 0.15 10.00
D-24-0061 2024 1,000 Potential San Antonio 802.42 804.15 1.73 1.58 0.18 4.00
D-24-0062 2024 782 Potential San Antonio 583.48 598.44 14.96 1.13 0.41 6.00

 

La Apuesta

 

Following surface mapping and sampling completed in 2022, drilling to test the identified magnetic anomalies was conducted in the north part of La Apuesta. The first drilling campaign of three holes encountered no evidence of mineralization. Only a large cover of Ahuichila conglomerate of approximately 300 m average depth was found. Neither intrusive nor metamorphic alterations were encountered. However, in 2023 in the south portion of the claim, anomalous carbonates-iron oxides-gold values were found on surface. The second drilling campaign included five strategic holes and intersected the same carbonates - iron oxides– gold assemblage + high manganese values. Early interpretations by Aura suggest a CRD style deposit.

 

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Aura Minerals Inc. | Aranzazu Mine

S-K 1300 Technical Report Summary

March 28, 2025

SLR Project No.: 233.065242.00006

La Esperanza

 

Several 2024 drill holes in La Esperanza Zone, including M-24-0206, M-24-0207, M-24-0208, M-24-0210, and M-24-0214, intersected approximately 10 m of skarn with average grades of 1.5% Cu and 0.3 ppm Au at depth. Detailed results from these drill holes are outlined in Table 7-4. Additional drilling is planned for future campaigns to further explore this potential.

 

Table 7-4: Significant Results from La Esperanza Drill Hole 2024 Deep Drill Program

 

Hole ID  Year Drilled  Depth
(m)
Type Domain From
(m)
To
(m)
Apparent Width
(m)
Cu
(%)
Au
(g/t)
Ag
(g/t)
M-24-0206 2024 872.40 Potential Esperanza 695.45 724.83 29.38 0.75 0.32 7.13
M-24-0207 2024 1,050.40 Potential Esperanza 780.40 784.40 4.00 0.57 0.20 7.94
M-24-0208 2024 942.05 Potential Esperanza 829.10 839.82 10.72 1.26 0.54 11.20
M-24-0210 2024 1,116.85 Potential Esperanza 710.65 715.85 5.20 0.85 0.10 12.47
M-24-0214 2024 930.10 Potential Esperanza 687.87 703.93 16.06 1.05 0.47 12.69

 

7.2.5Drilling Procedures

 

7.2.5.1Surface Diamond Drilling

 

The diamond drilling procedure establishes comprehensive guidelines to ensure safe and efficient surface drilling operations while protecting worker safety and the environment. It begins with meticulous planning, where geologists, equipped with geological expertise and tools like Leapfrog Geo, design drill programs tailored to specific objectives. These plans are shared with stakeholders and include detailed drilling data, timeframes, and a risk analysis for drills that may pose operational hazards.

 

Prior to drilling, the site is prepared and inspected to verify its stability and readiness. This includes assessing environmental impact and ensuring compliance with area and equipment requirements. Equipment is transported and installed carefully, using appropriate hydraulic jack and adhering to weight restrictions. The drilling rig is secured and aligned to meet the geological specifications, ensuring accuracy and minimizing operational risks.

 

During operations, the drilling process follows strict protocols. Safety measures are prioritized, including the use of protective guards, safe handling of tools, and maintaining appropriate distances during rotation. Samples of rock cores are extracted methodically to preserve their integrity. Measurements to monitor deviations are conducted using Gyro Sprint non-magnetic tool (IMDEX), taking measurements every 25 m, recorded digitally and updated in real time through the certified IMDEX HUB-IQ cloud.

 

Post-drilling activities focus on maintaining cleanliness and ensuring waste is disposed of in line with environmental standards. Waste materials, such as drilling fluids and steel components, are managed according to established procedures to minimize environmental impact. Throughout the operation, workers are required to wear designated personal protective equipment, including helmets, gloves, and respirators, to safeguard against risks like noise exposure, ergonomic strain, and falling objects.

 

The procedure enforces strict restrictions, prohibiting untrained personnel or faulty equipment from being used, and mandates halting operations if safety or environmental standards are not met. Regular updates to the procedure ensure alignment with Mexican safety (NOM) and

 

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Aura Minerals Inc. | Aranzazu Mine

S-K 1300 Technical Report Summary

March 28, 2025

SLR Project No.: 233.065242.00006

environmental regulations, reflecting advancements in practices or lessons from incident investigations. This structured approach aims to deliver high-quality results while prioritizing worker safety and environmental sustainability.

 

7.2.5.2Underground Diamond Drilling

 

Aura has also prepared a diamond drilling procedure for its underground drilling activities that ensures efficiency while ensuring compliance with safety and environmental standards. The procedure includes planning, where geologists design the drilling program using Leapfrog Geo, considering geological parameters, infrastructure, and operational requirements. It emphasizes thorough pre-drill preparation, such as securing worksite approval, verifying safety equipment, and coordinating with all involved departments.

 

During drilling, strict adherence to safety protocols is mandated. Operators and assistants must inspect and maintain equipment, use personal protective equipment (PPE), and follow step-by-step procedures for assembling, operating, and dismantling drilling machinery. Key tasks include sample extraction, tool alignment, and ensuring accurate measurements of core deviation and drill path.

 

For proper alignment of the equipment, the drilling surface is first leveled using hydraulic jacks. The driller positions the machine's arm to align the mast in a specified direction, inclination, and azimuth. Assistants place a tube in the trap, check the data on the TN-14 tablet, and synchronize the equipment with the borehole data, ensuring consistency with the specified direction and azimuth. Finally, the breaking point and anchor point are marked.

 

To recover the inner tube with the sample, the workspace must be kept free of objects to avoid accidents. If the core is exposed, it must be handled carefully to avoid injuries and placed in secured storage boxes for proper transportation. Once emptied, the inner tube is cleaned, inspected, and lubricated for its next use.

 

Deviation measurements are conducted at 25 m intervals using Gyro Sprint tools, which must be inspected and removed if any anomalies are detected. Data is collected after stabilizing the equipment and safely extracted using the wireline. Finally, results are recorded and synchronized at the end of the shift, ensuring order and traceability.

 

Drill hole orientation using IMDEX (ACT) equipment begins with verifying that the device is calibrated and functioning correctly. The equipment is then securely placed at the desired depth in the drill hole, aligned with the azimuth and inclination specified by the geological team. Once activated, the device collects orientation data, ensuring stability throughout the process. The data is subsequently retrieved, validated, and synchronized with the IMDEX tablet before being logged and uploaded to the IMDEX HUB-IQ cloud for storage.

 

Post-drilling activities involve waste management, such as the safe disposal of fluids and materials, and maintaining cleanliness to prevent environmental contamination. The procedure emphasizes compliance with Mexican norms (NOM) related to safety, noise, lighting, and mechanical vibrations. It also requires regular inspections and the use of certified tools to mitigate risks associated with falls, dust, or equipment failures.

 

Environmental safeguards include managing drilling by-products like used oil and steel and minimizing water and air pollution. Emergency preparedness is highlighted with measures for spill containment and response. The protocol is comprehensive, covering extraordinary activities like installing obturators for water control or dealing with abnormal terrain conditions, ensuring flexibility to adapt to unique project requirements. Worker training, equipment certification, and adherence to detailed reporting standards ensure the process meets high safety and quality benchmarks.

 

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Aura Minerals Inc. | Aranzazu Mine

S-K 1300 Technical Report Summary

March 28, 2025

SLR Project No.: 233.065242.00006

7.2.5.3Core Logging Procedure

 

The core logging procedure provides a systematic approach to the geological analysis and documentation of diamond drill core samples. The process begins with the reception and organization of core boxes, ensuring accurate drill and depth data in the tags, and washing to reveal features. Geologists verify the integrity of the core and ensure proper handling and setup for logging activities.

 

The geotechnical logging process focuses on evaluating rock mass quality by recording parameters such as Rock Quality Designation (RQD), core recovery (comparing the measured core length to drill mark intervals on the tag), and Q-Barton parameters (Jn, Jr, and Ja), following the procedures recommended by Call & Nicolas, Inc. (CNI) and AMC Mining Consultants (AMC). The logging also distinguishes between natural and mechanical fractures, using specific methods to mark and document these features accurately. Detailed measurements are captured using specialized software, such as MX Deposit, to facilitate accurate data management.

 

Structural logging focuses on recording the orientation of geological features, utilizing the REFLEX IQ-LOGGER™ tool to measure angles and alignments. These data aid in reconstructing the original orientation of rock structures, critical for geological and geomechanical interpretations.

 

Geological logging includes identifying lithological contacts, alterations, mineralization, and structural characteristics. This information is systematically coded and documented to develop a comprehensive geological model. Sampling protocols require selecting uniform intervals ranging from a minimum of 0.15 m to a maximum of 1.5 m. Quality assurance and control (QA/QC) measures, including the use of blanks, standards, and duplicates, are implemented to ensure the reliability of the data.

 

Finally, core photographs are taken under standardized conditions with a Sony Cybershot DSC-HX400V Digital Camera, with one box per photo, to create a permanent visual record. The images are stored on an Aranzazu server and labeled systematically by hole name and box number for easy retrieval (e.g., M-24-0171_BOX_01). The entire logging procedure adheres to safety and environmental standards, ensuring accurate, high-quality geological data for exploration and mining projects.

 

The SLR QP is of the opinion that there are no drilling, sampling or recovery factors that could materially impact the accuracy and reliability of the results and that the results are suitable for use in Mineral Resource estimation.

 

7.3Hydrogeology Data

 

A comprehensive hydrogeological evaluation of the Aranzazu mine site was completed in 2021 by Hidro Lógica Ambiental (Hidro 2021). The study created conceptual and mathematical hydrogeological models of the mine area. The models integrated previous geologic, hydrogeologic, and geotechnical studies and exploration data to evaluate underground water flow dynamics.

 

Ten main hydrogeological units were identified, differentiated by lithology and rock quality metrics such as RQD and Rock Mass Rating (RMR). These units include skarn, marble, hornfels, limestone, and unconsolidated deposits. Fracture density and rock alteration were found to significantly influence permeability, with hornfels being the most fractured and permeable unit.

 

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Aura Minerals Inc. | Aranzazu Mine

S-K 1300 Technical Report Summary

March 28, 2025

SLR Project No.: 233.065242.00006

Static water levels vary between 10 m to 30 m below ground. The hydraulic gradient generally flows northeast, aligning with surface water drainage patterns. High hydraulic gradients indicate potential zones of low permeability, notably between the mine and surrounding areas.

 

A mathematical model was developed using Visual MODFLOW Flex to simulate water flow and assess aquifer behavior. The model includes recharge rates, boundary conditions, and extraction wells. Calibration indicates stable aquifer conditions with minor drawdown.

 

The study recommended the following actions be taken by the site:

 

·Install additional piezometers to monitor hydraulic behavior more accurately.

 

·Conduct slug tests or air-lift tests during piezometer installation to improve subsurface characterization.

 

·Explore limestone and alluvial zones near the El Salero well for potential additional water resources.

 

Additional piezometers have not been installed since the completion of the study. The third recommendation from this study is related to reviewing potential additional water sources. This recommendation is outstanding and consistent with the SLR QP’s recommendation (Section 17.4.3).

 

7.4Geotechnical Data

 

Please see report Section 13.1 for a description of the geotechnical data.

 

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Aura Minerals Inc. | Aranzazu Mine

S-K 1300 Technical Report Summary

March 28, 2025

SLR Project No.: 233.065242.00006

8.0Sample Preparation, Analyses, and Security

 

This section summarizes the sample preparation, analysis, and security protocols for the Aranzazu Mine, based on the procedures and documentation provided to SLR.

 

8.1Laboratories

 

Aura has utilized several independent laboratories for the analysis of the Aranzazu deposit throughout various drilling campaigns. These laboratories are listed:

 

·Echo Tech Laboratory – BC, Canada (2009-2011)

 

·Inspectorate America Corporation – Nevada, USA (2010)

 

·SGS Mexico – Durango, Mexico (2013-2015)

 

·Bureau Veritas Mexico – Mexico (2018-2020)

 

·Bureau Veritas Canada – BC, Canada (2020-2022)

 

·ALS Chemex – Sonora, Mexico (2022-2024)

 

All these independent laboratories are accredited with ISO/IEC 17025, ensuring the reliability and accuracy of the analytical methods applied to the Aranzazu deposit.

 

Currently, exploration drilling samples are sent to the certified ALS Laboratory in Mexico. Since 2022, delineation drilling, channel, and stockpile samples have been assayed at Aura’s internal laboratory, the Aura Minerals Lab, which is located on-site. The Aura Minerals Lab is not accredited to any international standard and is not independent of Aura, however, the dual-laboratory approach ensures that the internal laboratory operates within its capacity limits, thereby preventing potential delays in reporting and maintaining the integrity of the analytical results.

 

8.2Sample Preparation and Analysis

 

At the drill site, cores are placed in plastic boxes (2.5” high x 0.60 m long x 0.30 m wide), marked with depth indicators, and transported by an Aura technician to the logging facility. Logging and sampling are conducted under the supervision of registered professionals, including geologists and engineers.

 

Samples are typically 0.3 m to 1.5 m in length, avoiding geological contacts. The core is cut lengthwise with an automatic core cutting machine along a geologist-drawn line, preserving orientation. The top half is bagged and tagged for lab shipment, while a corresponding tag is stapled in the box for reference.

 

Following the completion of the drilling sampling protocol, all collected data is compiled into an Excel spreadsheet. This spreadsheet is then imported as a CSV file into MX Deposit for further analysis and record-keeping.

 

Sample preparation and analysis at the Aura Minerals Lab consisted of the following:

 

·Samples were dried between 140ºC and 160ºC, with crushing at 80% passing (P80) on a 10 mesh ASTM (American Standard Test Sieve Series), split using a splitter to achieve a sample size of 200 g to 250 g, and pulverized to 90% passing a 200-mesh screen (-75 µm).

 

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Aura Minerals Inc. | Aranzazu Mine

S-K 1300 Technical Report Summary

March 28, 2025

SLR Project No.: 233.065242.00006

·Samples were analyzed for Au using a standard fire assay (FA) with a 20.2 g aliquot, aqua regia digestion, and atomic absorption spectroscopy (AAS) finish.

 

·Determination of Ag, Mo, Cu, Pb, Zn, As, Fe, Sb, Bi, and Cd is conducted using an aliquot of approximately 0.5 g, followed by an aqua regia digestion and an AAS finish.

 

Sample preparation and analysis at ALS consisted of:

 

·Samples were dried at 105ºC, with crushing at 85% on a ¼" Tyler 9 mesh, US Std. No.10 mesh, split using a Jones riffle splitter (250 g to 280 g), and pulverized to 85% passing a Tyler 200 mesh, US Std. No. 200 (-75 µm).

 

·Samples were analyzed for Au using a standard FA with a weight between 30 to 50 g aliquot, aqua regia digestion, and AAS finish.

 

·Assays were also complemented using 35 multielement ICP-AES method and Four-Acid digestion. For samples with upper limits, assays were conducted using AAS where appropriate.

 

Sample preparation and analysis at Bureau Veritas consisted of:

 

·Samples were crushed at 80% on a 10 mesh ASTM, split using a splitter (500 g), and pulverized to 90% passing a 200-mesh screen (-75 µm).

 

·Samples were analyzed for Au using a standard FA with a 10+/- 0.5 g aliquot, aqua regia digestion, and AAS finish.

 

·Determination of Ag, Cu, Pb, Zn, As, Ni, Co, Fe, Sb, Bi, and Cd is conducted using an aliquot of approximately 0.5 g, followed by an aqua regia digestion and an AAS finish.

 

Sample analysis at SGS consisted of:

 

·Samples were analyzed for Au and Ag using a standard FA with a 30 g aliquot, followed by AAS finish for gold and gravimetric analysis for silver.

 

·Determination of As, Cu, Pb, Zn, Ni, Fe, Sb, and Na2O2 was conducted using an aliquot of approximately 1.0 g, followed by an aqua regia digestion, and inductively coupled plasma – optical emission spectroscopy (ICP-OES) finish.

 

Figure 8-1 and Figure 8-2 show schematic flow charts of sample preparation and internal controls inserted by Aura Minerals Lab and ALS, respectively.

 

 8-2

 

Aura Minerals Inc. | Aranzazu Mine

S-K 1300 Technical Report Summary

March 28, 2025

SLR Project No.: 233.065242.00006

Figure 8-1: Aura Minerals Lab Sample Preparation Flow Chart

 

 

Source: Aura 2024

 

 8-3

 

Aura Minerals Inc. | Aranzazu Mine

S-K 1300 Technical Report Summary

March 28, 2025

SLR Project No.: 233.065242.00006

Figure 8-2: ALS Sample Preparation Flow Chart

 

 

Source: Aura 2024

 

8.3Density Determination

 

The determination of density involves a systematic process to ensure accurate measurements. Initially, samples are selected based on significant changes in rock type and mineral content observed during geological logging. These samples are chosen from stable rock zones to facilitate easy handling and precise measurement.

 

The selected samples are dried in an oven to remove any moisture, then weighed to obtain their dry mass. Next, the samples are coated with paraffin wax to make them impermeable to water. After the wax coating has solidified, the samples are weighed again. They are then submerged in water to measure their submerged weight, which helps in calculating the sample's volume.

 

The density is calculated by dividing the mass of the sample by its volume. All data collected during this process are recorded and imported into MX Deposit for further analysis and record-keeping. This thorough procedure ensures that the density measurements accurately reflect the geological variations within the sampled area.

 

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SLR Project No.: 233.065242.00006

The density is calculated using the following formulas:

 

= P – (1)

 

Where:

 

Vsw: Sample volume covered with wax
P: Sample mass with wax
Swax: Weight of the waxed sample suspended in water

 

= (3)

 

Where:

 

V: Sample volume
Vsw: Wax coated sample volume
Vwax: Wax volume

 

Vwax = (2)

 

Where:

 

Vwax: Wax coating volume
W: Dry sample mass
Kwax: Wax density

 

GB = (4)

 

Where:

 

Gb: Bulk Density
M: Dried sample mass
V: Sample volume

 

Currently, Aura has implemented systematic bulk density measurements totaling 8,581 measurements for the Aranzazu deposit.

 

8.4Quality Assurance and Quality Control

 

Quality assurance consists of evidence that the assay data has been prepared to a degree of precision and accuracy within generally accepted limits for the sampling and analytical method(s) to support its use in a mineral resource estimate. Quality control consists of procedures used to ensure that an adequate level of quality is maintained in the process of collecting, preparing, and assaying the exploration drilling samples. In general, QA/QC programs are designed to prevent or detect contamination and allow assaying (analytical), precision (repeatability), and accuracy to be quantified. In addition, a QA/QC program can disclose the overall sampling-assaying variability of the sampling method itself.

 

8.4.1QA/QC Protocols

 

Aranzazu has implemented a QA/QC program for drilling campaigns from 2007 to the present. SLR compiled the data for gold (Au) and copper (Cu) and reviewed the silver (Ag) data; however, due to the minor contribution of silver to the deposit (<5%), it was not compiled in this report. For drilling campaigns completed prior to 2018, geologists inserted control samples as needed, where mineralized intervals were present, providing flexibility. In production drilling, control samples are placed systematically according to a predefined plan to ensure consistent quality control. The insertion rates are as follows: blanks at 3% to 4% (1 in 25 samples), duplicates at 2% (1 in 50 samples), and standards (certified reference materials, or CRMs) at 4% to 5% (1 in 20 to 25 samples). Table 8-1 summarizes insertion rates by year.

 

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S-K 1300 Technical Report Summary

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SLR Project No.: 233.065242.00006

Table 8-1: Aranzazu QA/QC Sample Insertion Rates

 

Year Primary samples Blanks Field Duplicate Pulp Duplicate CRMs Total QC Total # of Samples
# # % # % # % # % # %
Historical (pre-2018) 63,499 2,366 3% 4,353 6% 1,381 2% 2,075 3% 10,175 14% 73,674
2018 4,015 146 3% 192 4%   0%   0% 338 8% 4,353
2019 16,932 526 3% 838 4%   0% 628 3% 1,992 11% 18,924
2020 7,257 288 4% 112 1% 130 2% 399 5% 929 11% 8,186
2021 16,581 695 4% 128 1% 122 1% 874 5% 1,819 10% 18,400
2022 16,341 627 3% 434 2% 423 2% 669 4% 2,153 12% 18,494
2023 14,161 463 3% 339 2% 463 3% 683 4% 1,948 12% 16,109
2024 15,544 638 4% 238 1% 342 2% 756 4% 1,974 11% 17,518
Total 154,330 5,749 3% 6,634 4% 2,861 2% 6,084 3% 21,328 12% 175,658

 

A total of 175,658 drilling samples were submitted to various participant laboratories, which included 21,328 control samples. These comprised 5,749 blanks, 6,634 field duplicates, 2,861 pulp duplicates, and 6,084 CRMs. Additionally, Aranzazu utilized SGS as a secondary laboratory (i.e., check assay), submitting 2,223 pulp samples from 2019 to the present drilling campaigns.

 

The following discussion details SLR's review of the Aranzazu QA/QC database, covering data from historical work through the 2024 drilling campaign.

 

8.4.1.1Certified Reference Materials

 

Results of the regular submission of CRMs (standards) are used to identify potential issues with specific sample batches and long-term biases associated with the primary assay laboratory. SLR reviewed the results from ten different standards used from historical work (pre-2018) to 2024.

 

A total of 6,084 CRMs, sourced from CDN Resource Laboratories Ltd. (CDN), were inserted into drilling sample streams and submitted to Inspectorate, Echo Tech, SGS, Bureau Veritas, Aura Minerals Lab, and ALS. The upper and lower control limits were determined using three standard deviations (SD) above and below the expected value.

 

Since 2019, all laboratories have demonstrated good performance for copper with biases of less than 5%, except for CRMs CDN-CGS-17 and CDN-CGS-22, which were used at Bureau Veritas. The elevated biases for these CRMs are attributed to differences in digestion methods between the primary laboratory and the CDN-CRM preparation, rather than an accuracy issue with Bureau Veritas. Historical CRM phases also exhibit acceptable biases below 5%, although higher outlier rates were observed, particularly during the Inspectorate and SGS periods (2010 to 2015). Results of the CRM sampling are presented in Table 8-2 and Table 8-3 for copper and gold, respectively.

 

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S-K 1300 Technical Report Summary

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SLR Project No.: 233.065242.00006

Table 8-2: Expected Values and Ranges of CRM for Copper

 

Lab CRM Period Range No. Samples Mean
(%)
EV1
(%)
SD2
(%)
No. Outliers Bias
(%)
Outliers
(%)
ALS CDN-CM-41 2022 - 2024 149 1.7 1.71 0.025 12 1.7 8.1
CDN-CM-42 2022 - 2023 31 0.5 0.529 0.009 0 -1.1 0
CDN-CM-46 2022 - 2024 162 1.1 1.13 0.02 7 1.6 4.3
CDN-CM-47 2022 - 2023 31 0.7 0.724 0.014 1 0.2 3.2
CDN-ME-1404 2023 - 2023 33 0.5 0.484 0.011 0 0.7 0
CDN-ME-1707 2023 - 2023 5 2.8 2.72 0.055 0 3.5 0
CDN-ME-2205 2023 - 2024 34 0.2 0.216 0.005 0 0.2 0
Aura Minerals CDN-CM-41 2023 - 2024 193 1.7 1.71 0.025 18 -1.8 9.3
CDN-CM-42 2023 - 2023 17 0.5 0.529 0.009 7 -2.9 41.2
CDN-CM-45 2024 - 2024 175 0.8 0.747 0.014 5 0.5 2.9
CDN-CM-46 2023 - 2024 385 1.1 1.13 0.02 30 -1 7.8
CDN-ME-1404 2023 - 2024 84 0.5 0.484 0.011 9 -3.4 10.7
CDN-ME-1409 2023 - 2023 17 0.2 0.242 0.005 4 0.3 23.5
CDN-ME-1707 2023 - 2023 6 2.7 2.72 0.055 0 -1.7 0
CDN-ME-2205 2023 - 2024 310 0.2 0.216 0.005 3 0.3 1
Bureau Veritas CDN-CGS-17 2019 - 2019 76 2.1 2.36 0.055 68 -10.6 89.5
CDN-CGS-22 2019 - 2019 12 0.7 0.725 0.014 5 -8.3 41.7
CDN-CGS-28 2019 - 2021 499 2 2.089 0.048 18 -3 3.6
CDN-CM-19 2021 - 2022 36 2 2.04 0.055 0 -1.8 0
CDN-CM-24 2019 - 2019 11 0.4 0.365 0.01 1 -0.2 9.1
CDN-CM-28 2019 - 2022 516 1.3 1.37 0.035 7 -2.6 1.4
CDN-CM-29 2019 - 2019 20 0.7 0.734 0.022 0 -3.9 0
CDN-CM-41 2022 - 2023 217 1.7 1.71 0.025 15 -1.1 6.9
CDN-CM-42 2019 - 2023 696 0.5 0.529 0.009 70 -1.1 10.1
CDN-CM-46 2022 - 2023 225 1.1 1.13 0.02 9 -1.1 4
CDN-CM-47 2022 - 2023 23 0.7 0.724 0.014 0 1.2 0
CDN-ME-12 2019 - 2019 25 0.4 0.428 0.01 0 -1.6 0
Eco Tech CDN-CGS-11 2009 - 2011 6 0.7 0.683 0.013 0 0.6 0
CDN-CGS-17 2010 - 2011 343 2.4 2.36 0.055 3 0.3 0.9
CDN-CGS-22 2009 - 2011 1108 0.7 0.725 0.014 39 -0.4 3.5
CDN-HC-2 2009 - 2011 160 4.7 4.63 0.13 0 0.4 0
Inspectorate CDN-CGS-11 2010 - 2010 40 0.7 0.683 0.013 21 -3.8 52.5
CDN-HC-2 2010 - 2010 47 4.4 4.63 0.13 19 -4.7 40.4
SGS CDN-CGS-28 2013 - 2015 116 2 2.089 0.048 46 -2.6 39.7
CDN-CM-13 2013 - 2015 112 0.7 0.786 0.018 65 -7.6 58
CDN-CM-24 2013 - 2015 81 0.3 0.365 0.01 15 -4.5 18.5

Notes:

 

1.     Expected Value

2.     Standard Deviation

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SLR Project No.: 233.065242.00006

Table 8-3: Expected Values and Ranges of CRM for Gold

 

Lab CRM Period Range No. Samples Mean
(g/t)
EV
(g/t)
SD
(g/t)
No. Outliers Bias (%) Outliers (%)
ALS CDN-CM-41 2022 - 2024 163 1.6 1.6 0.075 13 2.2 8
CDN-CM-42 2022 - 2023 31 0.6 0.576 0.025 2 0.4 6.5
CDN-CM-45 2024 - 2024 104 1.8 1.84 0.09 2 -1.2 1.9
CDN-CM-46 2022 - 2024 283 2.3 2.25 0.13 15 2.4 5.3
CDN-CM-47 2022 - 2023 31 1.1 1.13 0.055 2 0.2 6.5
CDN-ME-1404 2023 - 2024 53 0.9 0.897 0.032 2 -0.6 3.8
CDN-ME-1707 2023 - 2023 5 2.1 2.02 0.107 0 4.3 0
CDN-ME-2205 2023 - 2024 148 0.9 0.882 0.05 0 -0.6 0
Aura Minerals CDN-CM-41 2023 - 2024 179 1.6 1.6 0.075 4 -1.7 2.2
CDN-CM-42 2023 - 2023 16 0.6 0.576 0.025 7 7.5 43.8
CDN-CM-45 2024 - 2024 71 1.9 1.84 0.09 0 0.7 0
CDN-CM-46 2023 - 2024 267 2.2 2.25 0.13 3 -3.7 1.1
CDN-ME-1404 2023 - 2024 64 0.8 0.897 0.032 17 -9.4 26.6
CDN-ME-1409 2023 - 2023 17 0.6 0.646 0.035 1 -2.1 5.9
CDN-ME-1707 2023 - 2023 5 2.1 2.02 0.107 0 5.3 0
CDN-ME-2205 2023 - 2024 196 0.9 0.882 0.05 0 -1.7 0
Bureau Veritas CDN-CGS-17 2018 - 2019 110 2.3 2.43 0.17 10 -4.4 9.1
CDN-CGS-22 2018 - 2019 26 0.7 0.64 0.03 16 9.7 61.5
CDN-CGS-28 2019 - 2021 512 0.7 0.727 0.038 36 0.8 7
CDN-CM-19 2021 - 2022 36 2.1 2.11 0.11 0 0.2 0
CDN-CM-24 2018 - 2019 78 0.6 0.521 0.028 36 13.6 46.2
CDN-CM-28 2018 - 2022 546 1.4 1.38 0.085 30 3.4 5.5
CDN-CM-29 2019 - 2019 20 0.7 0.72 0.034 5 -8.1 25
CDN-CM-41 2022 - 2023 218 1.6 1.6 0.075 15 -1.1 6.9
CDN-CM-42 2018 - 2023 717 0.6 0.576 0.025 78 1.2 10.9
CDN-CM-46 2022 - 2023 222 2.2 2.25 0.13 14 -0.7 6.3
CDN-CM-47 2022 - 2023 23 1.2 1.13 0.055 0 5.1 0
CDN-ME-12 2018 - 2019 33 0.4 0.348 0.02 12 9.4 36.4

 

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S-K 1300 Technical Report Summary

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SLR Project No.: 233.065242.00006

 

Lab CRM Period Range No. Samples Mean
(g/t)
EV
(g/t)
SD
(g/t)
No. Outliers Bias (%) Outliers (%)
Eco Tech CDN-CGS-11 2009 - 2011 6 0.7 0.73 0.034 0 0.2 0
CDN-CGS-17 2010 - 2011 317 2.5 2.43 0.17 2 2.1 0.6
CDN-CGS-22 2009 - 2011 1057 0.7 0.64 0.03 16 5 1.5
CDN-HC-2 2009 - 2011 158 1.7 1.67 0.06 0 0.7 0
Inspectorate CDN-CGS-11 2010 - 2010 40 0.7 0.73 0.034 9 -5.7 22.5
CDN-HC-2 2010 - 2010 46 1.6 1.67 0.06 13 -3.8 28.3
SGS CDN-CGS-17 2018 - 2018 36 2.5 2.43 0.17 2 3.8 5.6
CDN-CGS-22 2018 - 2018 9 0.8 0.64 0.03 9 20.5 100
CDN-CGS-28 2013 - 2018 100 0.7 0.727 0.038 9 3.1 9
CDN-CM-13 2013 - 2015 104 0.8 0.74 0.047 11 4.1 10.6
CDN-CM-24 2013 - 2018 100 0.6 0.521 0.028 22 6.5 22
CDN-CM-42 2015 - 2018 9 0.7 0.576 0.025 9 25.4 100

Notes:

 

1.     Expected Value

2.     Standard deviation

 

The SLR QP noted overall good performance from 2019 onwards for all participant laboratories assaying gold. A positive bias of 13.6% with 31 failures was observed in CRM CDN-CM-24 assayed by Bureau Veritas in 2019 (Table 8-3). However, this issue partly arose from a set of samples initially labeled as general 'STD' and later reclassified as this CRM based on nominal values in the database, reflecting uncertainty in the bias obtained. The SLR QP recommends continuous monitoring of CRM results and investigation of potential mislabels to avoid masking real biases and to allow for re-runs if necessary. For periods before 2019, SGS presented the poorest performance compared to Eco Tech and Inspectorate. However, the insufficient number of CRMs inserted does not significantly impact the overall gold results.

 

Figure 8-3 and Figure 8-4 illustrate the CRM z-score charts for copper and gold, respectively.

 

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S-K 1300 Technical Report Summary

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Figure 8-3: Aranzazu CRM Z-Score for Copper

 

 

Figure 8-4: Aranzazu CRM Z-Score for Gold

 

 

8.4.1.2Blank Material

 

The regular submission of blank material is used to assess contamination during sample preparation or analysis and to identify sample numbering errors. Aranzazu uses limestone and intrusive rock with a diameter greater than 1 inch (2.54 cm), sourced from within the Aranzazu mining district. Fine blank material, verified to be sterile, is based on cement. Blanks are inserted immediately after the visual mineralized samples.

 

A total of 5,479 blanks were inserted from 2010 to present and shipped to ALS, Aura Minerals Lab, Bureau Veritas, Echo Tech, Inspectorate, and SGS accompanying primary sample

 

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batches. Aranzazu considered samples as failures if they exceeded 50 times the element detection limit.

 

The SLR QP did not observe major contamination occurrences during either analysis or preparation at any of the participant laboratories or for any of the elements evaluated, as displayed from Figure 8-5 to Figure 8-8 for the Aura Minerals Lab, for example.

 

Figure 8-5: Aranzazu Fine Blanks Sample Results for Copper at Aura Minerals Lab

 

 

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S-K 1300 Technical Report Summary

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SLR Project No.: 233.065242.00006

Figure 8-6: Aranzazu Coarse Blanks Sample Results for Copper at Aura Minerals Lab

 

 

Figure 8-7: Aranzazu Fine Blanks Sample Results for Gold at Aura Minerals Lab

 

 

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S-K 1300 Technical Report Summary

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SLR Project No.: 233.065242.00006

Figure 8-8: Aranzazu Coarse Blanks Sample Results for Gold at Aura Minerals Lab

 

 

8.4.1.3Duplicates

 

Aranzazu submitted field duplicate samples in the sample stream to either address variations due to mineralization heterogeneity and pulp duplicates to address sampling errors and grade variability and homogeneity during pulverization stages. Aranzazu did not include coarse duplicates in their quality control program.

 

Duplicates are inserted into sample streams at a rate of approximately 1 in 50. Field duplicates are taken by cutting the core into two parts, with one part retained as the backup sample and the other half further divided into two quarters, which are labeled with different sample numbers within the same batch. Pulp duplicates are prepared after the sample has been crushed, pulverized, and homogenized, with instructions for the primary laboratory to take a double pulp from the sample.

 

A total of 5,979 field duplicates and 2,677 pulp duplicates were evaluated by the SLR QP through scatter plots and HARD plots for copper and gold by laboratory and by element.

 

In general, copper results show excellent correlations for pulp duplicates and strong correlations for field duplicates, as illustrated in Figure 8-9. HARD indexes indicate slightly elevated rates for field duplicates, exceeding no more than 17%, as detailed in Table 8-4. For gold, pulp duplicates reveal some nugget effect in the deposit, but correlations remain very strong, above 0.93. Similarly, field duplicates for gold exhibit HARD failure rates up to 21%.

 

The SLR QP is of the opinion that the duplicate results are acceptable for the purposes of Mineral Resource estimation and do not impact the assay results.

 

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S-K 1300 Technical Report Summary

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Table 8-4: Aranzazu Duplicate Sample Statistics

 

Element Laboratory Duplicate Type Count Means Difference% R2 HARD Failure Rate
(%)
Cu ALS FD 487 1.6% 0.93 17%
  PD 542 1.1% 0.98 4.4%
Aura Minerals FD 222 9.9% 0.89 13.5%
  PD 384 0.9% 1.00 2.1%
Bureau veritas FD 1,481 2.2% 0.88 10.9%
  PD 541 -0.4% 1.00 1.7%
Echo Tech FD 3,287 1.5% 0.91 9.2%
  PD 1,210 0.0% 1.00 0.7%
Inspectorate FD 203 2.8% 0.96 7.4%
SGS FD 299 0.5% 0.98 8.0%
Au ALS FD 488 17.8 0.91 8%
  PD 543 -3.4 0.94 18.20%
Aura Minerals FD 222 19.7 0.68 9.9%
  PD 383 -1.3 0.97 3.40%
Bureau veritas FD 1481 3.8 0.81 13%
  PD 543 -4.5 0.93 18.1
Echo Tech FD 3257 0.94 0.85 8.1%
  PD 1207 0.2 0.99 9.3%
Inspectorate FD 203 -1.4 0.72 21.7%
SGS FD 297 -1.6 0.92 14.1%

Notes:

 

FD: Field Duplicates

PD: Pulp Duplicates

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S-K 1300 Technical Report Summary

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Figure 8-9: Scatter and HARD Plots for Copper and Gold Duplicates

 

 

Notes: FD Field Duplicates; PD Pulp Duplicates

 

8.4.1.4Check Assays

 

As part of the Aranzazu QA/QC program, pulp samples are routinely submitted to a third-party laboratory to verify the accuracy and precision of primary assay results, using the same analytical procedures. Aranzazu validates the result when differences between laboratories are within 10% relative error (RE).

 

A total of 2,746 pulp samples, primarily assayed by either Echo Tech, Aura Mineral Lab or ALS, were submitted to either ALS or SGS (the third-party laboratories). An addition of 183 samples

 

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analyzed by SGS were not included in this review as they were not validated by a different laboratory. The SLR QP evaluated the pairs using quantile-quantile plots, scatter plots, and statistical analysis.

 

Between 2009 and 2011, 247 Pulp Check Assays (PCA) were sent to ALS, a secondary laboratory, and analysed by ICP, including copper and silver. The check assay results when compared with Echo Tech results demonstrated very strong correlations, with 0.99 for copper and 0.88 for silver. The datasets are statistically similar, showing a mean difference of 0.01% for copper and 4.8% for silver, as detailed in Table 8-5. No gold checks were performed in this period.

 

From 2019 to 2022, 1,899 PCA samples were sent to SGS for copper checks, but only 386 samples had comparable copper pairs. These pairs, primarily assayed by Bureau Veritas, exhibited an excellent correlation factor of 0.99 and a relative mean difference of 3.7% (Figure 8-10). During the same period, 1,966 comparable gold pairs maintained a correlation of 0.82 with an accepted difference of 10%.

 

In 2024, 531 copper samples primarily assayed by Aura Minerals Lab returned a correlation of 0.98 for copper and 0.89 for gold, with a difference of less than 10% for both elements. Overall, acceptable performance is observed for Aura Minerals Lab, despite inhered gold nuggety effect observed, as noted in Figure 8-11.

 

The SLR QP recommends continuing to monitor the check assays periodically, prioritizing Cu-Au-Ag grade ranges of interest. In the QP’s opinion, the results of the check assays support the use of the primary assays in the Mineral Resource estimation.

 

Table 8-5: Aranzazu Check Assay Statistical Analysis

 

Primary Lab Secondary Lab Metal No. pairs Mean
Or
Mean
Dp
Max
Or
Max
Dp
Min
Or
Min
Dp
Median
Or
Median
Dp
SD
Or
SD
Dp
CV4
Or
CV
Dp
R2 %
RE
Aura Minerals SGS Cu 531 1.21 1.17 24.6 23.9 0.001 0.002 0.509 0.463 2.5 2.4 2.1 2.1 0.98 -3.1
Au 531 0.65 0.71 9.9 11.2 0.005 0.002 0.18 0.261 1.3 1.2 2.1 1.8 0.89 9.6
Bureau Veritas SGS Cu 386 2.68 2.77 28.1 26.9 0.016 0.02 1.327 1.377 4.1 4.0 1.5 1.5 0.99 3.4
Au 1,966 1.13 1.25 14.1 20.5 0.002 0.002 0.53 0.591 1.7 2.0 1.6 1.6 0.82 10
Echo Tech ALS Cu 247 0.54 0.54 6.85 6.19 0.002 0.001 0.447 0.438 0.5 0.5 1.0 1.0 0.99 0.01
Ag 244 10.3 10.8 100 100 0.1 0.12 5.85 5.57 13 16 1.3 1.5 0.88 4.8

Notes:

 

Or Original

Dp Duplicate

SD Standard deviation

CV Coefficient of variation

R2 Coefficient of correlation

RE Relative difference of the means

 

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S-K 1300 Technical Report Summary

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SLR Project No.: 233.065242.00006

Figure 8-10: Check Assays QQ plots and Scatter plots for Copper and Gold: Bureau Veritas vs SGS

 

 
 

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S-K 1300 Technical Report Summary

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SLR Project No.: 233.065242.00006

Figure 8-11: Check Assays QQ plots and Scatter plots for Copper and Gold: Aura Minerals Lab vs SGS

 

 
 

 

8.5Sample Security

 

During collection of samples by trained personnel, samples are labeled with detailed information and sealed to prevent contamination. A chain of custody record is maintained, documenting the collection, handling, and transfer of samples to ensure traceability.

 

Aranzazu transports samples to the laboratory, along with sample shipment forms to ensure the chain of custody information.

 

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Aranzazu utilizes the MX Deposit database system for efficient database management and security. This system is essential for storing and updating drilling information, as well as integrating analytical results, enabling Aranzazu to closely monitor laboratory data. The SLR QP is of the opinion that the MX Deposit system, with its robust validation rules, is adequate to ensure the integrity of the database.

 

8.6Conclusions and Recommendations

 

Based on the review of data spanning from 2007 to 2024, the conclusions and recommendations from the SLR QP are as follows:

 

·No major contamination occurrences were identified during preparation at any of the participating laboratories.

 

·CRMs generally exhibited acceptable performance across all participating laboratories (bias <10%), with control limits set at ±3SD from the expected value. Some exceeded biases were associated to different digestion protocols and potential mislabeling, with more occurrences before 2018. The SLR QP recommends continuous monitoring of failures to promptly address control mix-ups or request necessary reruns.

 

·Pulp and field duplicates presented very good precision levels at all the participant laboratories, however, it is recommended to take two half core samples instead of two quarter core samples as field duplicates, to better compare results and reduce inherent variability for gold. In addition, the SLR QP recommends implementing coarse duplicates at a rate of 1% to 2% to monitor precision during crushing and preparation in laboratories

 

·The external check indicates good reproducibility of copper and gold values assayed by Echo Tech and Bureau Veritas. Although not significant, a low negative bias is observed in gold check assays from the internal laboratory (Aura Minerals) that the SLR QP recommends exploring further. Continuing regular checks is recommended and complete checks for current samples assayed by ALS are required for future updates.

 

Molybdenum (Mo) was not reviewed as part of this analysis, however, in anticipation of molybdenum becoming an economic contributor to the Mine, the SLR QP recommends that Aura begin reviewing molybdenum performance as part of their QA/QC routine.

 

The SLR QP is of the opinion that, based on the Aranzazu QA/QC program results, the overall precision and accuracy of the current copper and gold assays are considered acceptable and sufficient for inclusion in the 2024 Mineral Resource Estimate.

 

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S-K 1300 Technical Report Summary

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SLR Project No.: 233.065242.00006

9.0Data Verification

 

9.1SLR Site Visit

 

The SLR QP conducted a site visit from November 19 to November 21, 2024. During the visit the QP inspected the core storage facility, reviewed drill core and one outcrop, visited the underground mine and viewed active mining faces, channel sampling activities and mining operations. The QP engaged in geological discussions with Farshid Ghazanfari, M.Sc., P.Geo., Aura’s Director of Mineral Resource and Geology, Oscar Eduardo Solis De La Cruz, MAusIMM (CP) Geo., Aranzazu’s Exploration Superintendent, Augusto Isaac Sandoval Garcia, Aranzazu’s Resource Geologist and Luis Esteban Martinez Luna, a Geologist at Aranzazu. The QP also examined selected mineralized intersections that correspond to all mineralized domains and mineralization styles as well as host rocks from drill core available.

 

During the visit, the QP also reviewed QA/QC and density sampling procedures and was able to visit the site laboratory and main surface infrastructures. Collar locations could not be verified using a personal GPS since the completed exploration drill holes were in remote areas and too distant to reach within a day's drive due to difficult mountain conditions. Additionally, there were no active exploration drills on or near site at the time to assist with verification.

 

The SLR QP is of the opinion that the drilling, logging, and sampling procedures at the Mine were conducted in accordance with industry best practices.

 

9.2SLR Audit of the Drill Hole Database

 

Aranzazu provided assay certificates for cross-check validation against the assay database named ‘GC_ASSAY_120824.csv,’ which contains 220,944 samples with a combination of 218,317 Cu samples, 208,766 Au samples and 211,579 Ag samples up to the cut-off date of July 31, 2024. Since Ag has a minor contribution to the deposit, its data was reviewed but was not incorporated into this analysis. Values from 646 assay certificates, spanning from 2015 to 2024, were compared to the assay file. A total of 59,734 samples were cross-checked, representing approximately 27% of the total samples in the assay database (Table 9-1).

 

No major discrepancies were found. The most notable discrepancies were 0.4% for copper grades above 0.5%, 0.4% for gold grades above 0.1 ppm, and 0.4% for silver grades above 5 ppm. These discrepancies were primarily associated with historical phases prior to 2018, specifically re-analyses conducted by SGS in 2013, for which the corresponding certificates could not be verified. An action plan will be implemented to restore the original SGS laboratory backups and make the necessary corrections. The SLR QP is of the opinion that, although these discrepancies are not material, further corrections and periodic internal verifications are essential to minimize discrepancies in the database.

 

The SLR QP concludes that the discrepancies found are not significant to adversely impact the Mineral Resource Estimation.

 

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Table 9-1: Summary of Data Verification Discrepancies

 

Phase No. Samples Cu Au Ag  
Compared obs1 % obs Compared obs % obs Compared obs % obs  
Historical 86,438 3,050 833 27% 2,622 405 15% 2,665 425 16%  
2018 4,015 2,373   0.0% 2,324   0.00% 2,373   0.00%  
2019 18,805 13,315   0.0% 13,324   0.04% 13,209   0.00%  
2020 25,003 1,244   25.6% 1,245   25% 1,244   24%  
2021 22,975 7,349   0.7% 7,332   0.2% 7,258   0.03%  
2022 28,044 7,915   0.0% 7,674   0.4% 7,651   0.00%  
2023 20,120 9,122   0.4% 9,122   0.4% 9,122   0.4%  
2024 15,544 15,366   0.8% 15,366   0.6% 15,366   0.8%  
Grand Total 220,944 59,734 833 1.4% 59,009 405 0.7% 58,888 425 0.7%  
Most significant (Cu>0.5%, Au>0.1ppm, Ag>5ppm) 59,734 233 0.4% 59,009 248 0.4% 58,888 227 0.4%  
 

Notes:

 

1.     Obs observed discrepancies

 

 

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10.0Mineral Processing and Metallurgical Testing

 

10.1Introduction

 

The Aranzazu Mine and process facilities (the Plant) have been owned and operated by Aura since 2008. At that time, only ore from the open pit was processed; the Mine transitioned to be an underground operation in 2011.

 

The Mine and Plant were operating at the time of acquisition, shut down in January 2009, and re-started in 2010 with commercial operation being declared in February 2011. The operation was again put into care and maintenance early in 2015 due to low metal prices and then reopened in 2018 and has been in full operation since. Production data is presented in this report for 2022 through 2024.

 

There was some metallurgical testing done in 2015 consisting of Bond work index and laboratory flotation studies on drill core samples which showed that, with some modification to the circuit, the processing rate could be increased to 3,090 tpd while the copper and gold recoveries in the flotation testing reported an average recovery for samples representing Years 1 and 2 of the then projected operation at 84.0% copper, 59.4% gold, 70.3% silver, and 37.9% arsenic.  

 

10.2Historical Plant Performance and Operating Criteria

 

Production data for the years 2022 to 2024 are shown in Table 10-1. The data indicates consistent operating rates, copper, gold and silver head grades and copper, gold and silver recoveries during the period. The average daily production rate for the three year period was 3,361.1 tpd.

 

Head grades averaged 1.51% Cu, 0.83 g/t Au, 20.2 g/t Ag and 0.12% As with little variance during the period. Copper, gold, silver, and arsenic recoveries to concentrate averaged 91.3%, 81.0%, 63.6%, and 64.9%, respectively. Copper, gold, silver, and arsenic concentrate grades averaged 22.0%, 11.1 g/t, 209.0 g/t, and 1.3%, respectively. Arsenic values in the concentrate have bee high, which has resulted in penalties at the smelter. The mass recovery for the flotation circuit averaged 6.18%. Table 10-1 presents a summary of the operating parameters for 2022 through 2024.

 

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Table 10-1: Summary of Results from Operations at Aranzazu 2022 to 2024

 

Category Unit 2022 2023 2024
Beneficiation - Milling tpa 1,253,108.44 1,244,866.99 1,244,110.81
Dry Feed to the Mill tpa 1,219,702.9 1,210,462.4 1,227,998.9
Days operated in year d 365.0 365.0 365
Average tonnes per day tpd 3,341.7 3,377.1 3,364.4
Crushed Ore Moisture % 2.7 2.8 1.3
Copper Grade % 1.46 1.55 1.53
Copper Grade (Sulphide) % 1.46 1.55 1.53
Gold Grade g/t 0.86 0.87 0.76
Silver Grade g/t 18.88 20.55 21.03
Arsenic Grade % 0.13 0.13 0.11
Average Operation h/day 22.43 21.89 22.35
Availability % 95.6 94.2 95.1
Utilization % 96.8 97.6 97.7
Total Productivity % 92.5 91.9 92.9
Concentrate Production t 75,625.1 72,973.1 78,534.3
Concentrate Moisture % 10.27 10.6 11.6
Conc. Copper Grade % 21.47 22.80 21.60
Conc. Gold Grade g/t 11.17 11.74 10.29
Conc. Silver Grade g/t 191.73 216.16 218.98
Conc. Arsenic Grade % 1.30 1.44 1.17
Total Copper Recovery % 91.25 91.07 91.6
Copper as Sulphide Recovery % 91.25 91.07 91.6
Gold Recovery % 80.93 81.28 80.8
Silver Recovery % 62.93 63.49 64.4
Arsenic Recovery % 63.09 64.46 67.0
Metal Production in Concentrate t 75,810 72,973 77,496
Copper in Concentrate t 16,238.1 16,639.5 17,243.6
Gold in Concentrate kg 844.9 856.8 854.5
Silver in Concentrate kg 14,499.7 15,774.0 17,025.6

 

Figure 10-1, Figure 10-2, and Figure 10-3 present the 2024 monthly plant feed grades and metal recoveries for copper, gold, and silver, respectively. Figure 10-4, Figure 10-5, and Figure 10-6 present the feed grade versus recovery curves for copper, gold, and silver, respectively.

 

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Figure 10-1: 2024 Monthly Plant Copper Feed Grade and Copper Recovery

 

 

Figure 10-2: 2024 Monthly Plant Gold Feed Grade and Gold Recovery

 

 

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Figure 10-3: 2024 Monthly Plant Silver Feed Grade and Silver Recovery

 

 

 

Figure 10-4: 2024 Copper Feed Grade versus Copper Recovery

 

 

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Figure 10-5: 2024 Gold Feed Grade versus Gold Recovery

 

 

 

Figure 10-6: 2024 Silver Feed Grade versus Silver Recovery

 

 

 

10.3Process and Analytical Chemical Laboratory

 

In Aranzazu's operations, the chemical laboratory (i.e., the Aura Mineral Lab) plays a strategic role, serving the needs of various areas: Plant, Mine, internal exploration (delineation holes), and the process laboratory. The laboratory not only covers Cu, Au and Ag analyses, but also other critical analytes such as As, Bi, Cd, Fe, Pb, Sb, Mo and Zn.

 

From 2018 to 2022, the management of the internal laboratory was outsourced to Bureau Veritas. During 2022 and 2023, Aura implemented significant improvements including the physical preparation area and the acquisition of a melting furnace for FA and AAS.

 

In 2023, the laboratory changed from contract management to internal staff management. Currently, it processes an annual average of 58,050 samples, equivalent to approximately 4,838 per month, which in turn generate 11,564 different analyses. To guarantee the quality and reliability of the results, the laboratory applies a quality assurance system (QA/QC), with an

 

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average of 20% of the samples dedicated to controls, including physical preparation targets, analytical targets, duplicates, replicated and certified standards.

 

10.4Metallurgical Testing

 

10.4.1Previous Test Work (Prior to 2018)

 

Metallurgical test work performed from 2008 when Aura acquired Aranzazu, through 2018, was performed at ALS Laboratories in Kamloops, British Columbia, Canada. This subsection has been updated from the 2018 TR.

 

10.4.1.1Background

 

The Aranzazu deposit consists of skarn copper/gold/pyrite lenses. The main copper mineral is chalcopyrite with significant (up to 15%) bornite and chalcocite. Deeper ore zones have substantial amounts of enargite (Cu3AsS4) and very minor tennantite, Cu6[Cu4(Fe,Zn)2]As4S13. While the ore has generally high pyrite (20% to 50%), the pyrite is thought to have been deposited in a separate event from the copper minerals and gold and, therefore the pyrite does not contain gold. The ore will be mined from the deeper zones of the deposit, which contain higher amounts of the copper arsenic sulphide mineral, enargite. The enargite will float with the copper sulphide minerals and report to the copper concentrate, and in 2024 resulted in arsenic concentrations of approximately 11,500 ppm (1.15%) arsenic, resulting in penalties at the smelter, which are typically $2.00/dmt for each 1,000 ppm above 2,000 ppm.

 

The critical parameter in the ore is the copper to arsenic ratio. If this ratio is less than 7.7, the concentrate produced will almost certainly have an arsenic content in excess of 30,000 ppm (3.0%). Therefore, spikes in the Cu/As ratio in ore will need to be avoided in the mine plan. A further consequence of the arsenic content is that the copper grade of the concentrate has to be kept as close as possible to the lower marketable limit (23% Cu) in order to maximize the dilution of the arsenic.

 

10.4.1.2Test Program

 

Aura conducted an extensive testing program in 2017 at ALS Laboratories in Kamloops, British Columbia, with the goal of developing a reagent scheme that would optimize the separation of enargite, an arsenic-copper sulphide, and other copper- and gold-containing minerals. During this program, a wide range of reagents and operating conditions were evaluated, including variations in conditioning times, reagent dosing, and pH adjustment. These tests made it possible to define the best conditions to maximize the separation of the enargite and minimize the dilution of the valuable minerals.

 

The study covered both rougher and cleaner flotation, where various combinations of reagents were evaluated to find the sweet spot in the selectivity of copper-gold ores versus enargite. Rougher flotation, designed to maximize the recovery of valuable minerals, was followed by several cleaning stages aimed at improving the quality of the concentrate, efficiently separating arsenic sulphides from copper. Additionally, variability tests were carried out in different areas of the mineral deposit, which allowed evaluating the consistency of the process in several areas of the mine and establishing parameters for the interpolation of results in the mining plan.

 

The test work involved first establishing that older core had not degraded over time and was thus suitable for inclusion in a composite sample for the main body of tests. There were a series of 13 rougher flotation tests and 16 cleaner flotation tests where grind size and various reagents

 

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were tested to find a suitable method of separation of enargite from the other copper bearing minerals and gold. A further 11 rougher flotation tests were carried out on the variability samples to determine if finer grinding, identified as the best route to arsenic separation, was viable over the parts of the orebody represented by the variability samples and thus by interpolation, over the parts of the orebody in the mining plan.  

 

10.4.1.3Sample Selection  

 

The sample requirement was for about 200 kg of ore that would be representative of the GH orebody plus variability samples of 40 kg mass each that would be representative of the various domains within the Glory Hole and the other much smaller surrounding orebodies (AA, Mexicana South and BW). The 200 kg sample was needed to provide a general composite for use in the arsenic rejection study and to optimize conditions for the rougher and scavenger flotation. As there was not sufficient core available in the 2017 drilling to fulfill these requirements, it was necessary to include core from the previous drilling. To ensure that the metallurgical performance of the older core had not been compromised several pairs of holes from recent and old drilling were also selected for comparison testing.  

 

Both historical (2008 et seq.) and 2017 drill holes, the latter drilled mainly for geotechnical reasons, have been stored securely in the Aranzazu core shack facility in the town of Concepción Del Oro. In general, the core recovery was good, averaging 96%. However, there were some areas, usually in the hornfels lithological zone, that showed core recovery less than 90%.  

 

Metallurgical sample preparation included splitting half drill core using a diamond saw blade into quarter core, and the quarters were placed in secure buckets with appropriate labels for their content, including hole number and sample intervals, and prepared for shipment to the ALS laboratory. The remaining quarter of the core was placed back into the core box for retention. The core pans were cleaned between each split of samples to avoid contamination from previous samples. A geologist, responsible for logging, monitored the core cutting to ensure that the samples were correctly taken.  

 

Drill core intervals from all zones in the Aranzazu mining plan were evaluated for their suitability for inclusion in the metallurgical samples based on their grade and location within the orebody. As there was insufficient core available from the recent drilling to carry out the entire program, the initial study was carried out to compare the flotation properties of the older core with that of the recent core. The four pairs of samples shown in Table 10-2 below, from old and new core that were spatially close and in the same lithology, were tested using grind and reagents that had been employed in the plant at shutdown in 2015 in laboratory flotation tests.  

 

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Table 10-2: Paired Samples of Old and Recent Core for Tests of Aging Effect on Flotation

 

Zone Hole-ID From (m) To (m) Length (m)
GHP GHP-GMX-07 152 162 10
GHP AZC-075 242 252 10
GHP GHP-GMX-04 220 230 10
GHP AZC-182 410 420 10
GHP GHP-GMX-06 80 92 12
GHP AZC-141 350 362 12
GHP GHP-GMX-02 180 192 12
GHP AZC-210 420 431 11

 

Once it was clear that older core was acceptable for use, a composite was prepared that is representative of the ore that was to be mined at Aranzazu for the next three years from the Glory Hole.

 

Figure 10-7 illustrates the drill holes selected for metallurgical test work sampling from the Glory Hole zone. Samples were selected from available core from proposed mining stopes and designed to be as spatially representative as possible within those areas

 

 

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Figure 10-7: Drill Hole Traces for Metallurgical Sampling in GHFW

 

 

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The samples selected are presented in Table 10-3. The lithology is limestone, marble, exo-skarn and hornfels in the hanging wall zone and endo-Skarn and granitic intrusive in the footwall.

 

Table 10-3: Variability Samples Selected

 

Zone Hole-ID From (m) To (m) Length (m)
BW UAZ-045 106 123 17
BW UAZ-038 100 117 17
Mexicana South AZC-102 300 316 16
Mexicana South AZC-062 270 286 16
Mexicana South AZC-016 278 288 10
AA AZC-028 340 352 12
AA AZC-029 320 330 10
AA AZC-040 346 364 18
GHP AZC-088 340 352 12
GHP AZC-204 320 330 10
GHP AZC-190 346 364 18
GHP AZC-157 350 364 14
GHP AZC-173 273 288 15
GHP AZC-147 350 362 12
GHP AZC-139 328 350 22
GHP AZC-103 203 220 17
GHP AZC-093 288 302 14
Notes: GHP Glory Hole Porfido.

 

A general composite was selected from the remaining drill core in the Glory Hole Porfido zone, which was designed to be used for the bulk of the test work to be performed. This selection can be seen in Table 10-4.  

 

Table 10-4: Core Used in the General Composite Sample

 

Zone Hole-ID From (m) To (m) Length (m)
GHP AZC--108 275 294 19
GHP AZC-132 336 344 8
GHP AZC-142 360 370 10
GHP AZC-117 327 338 11
GHP AZC-121 351 357 6
GHP AZC-176 318 344 26
GHP GHP-GMX-03 130 148 18
GHP AZC-213 366 386 20
GHP AZC-112 285 300 15

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10.4.1.4Mineralogy

 

The composite was subjected to QEMSCAN analysis to confirm that the mineralogy of the copper bearing minerals was the expected mixture of chalcopyrite (CuFeS2) bornite, Cu3FeS2 chalcocite (Cu2S), and enargite (Cu3AsS4), and to determine the liberation size for the enargite binaries. The elemental and overall mineralogical compositions are shown in Table 10-5 and Table 10-6. This indicates the relatively high pyrite content of the ore with iron oxide (principally magnetite), garnet, and quartz as the non sulphide gangue components.  

 

It was shown that adequate liberation should occur at a top size of about 53 microns, as shown in Figure 10-8. It was noted that approximately 25% of the copper was contained in enargite so that any separation of the arsenic-bearing component of the ore would result in a significant loss of copper unless a separate high arsenic copper concentrate could be produced.  

 

Table 10-5: Head Assay of General Composite

 

Element Assayed
Cu Cu(ox) (%) Fe (%) S (%) As (%) Au (g/t)
1.8 0.2 26.8 19.5 0.2 2.2

 

Table 10-6: QEMSCAN Results on General Composite

 

Mineral Units Composition
Chalcopyrite % 3.3
Bornite % 0.2
Chalcocite/Covellite % 0.2
Enargite/Tennantite % 1
Pyrite % 32.9
Sphalerite % 0.3
Molybdenite % 0.1
Iron Oxides % 16.2
Garnet % 21.3
Quartz % 11.2
Other Non-Sulphide Gangue % 13.3
Total % 100
CuS Liberation % 49
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Mineral Units Composition
Primary Grind Sizing P80 μm 207
%Cu with Enargite % 25

 

Figure 10-8:     QEMSCAN False Colour Images of -53+38 Fraction of Sulphides and Arsenides in the General Composite, <53>38µm, Examples of Enargite/Tennantite – Copper Sulphide Binaries

 

 

 

Source: 2018 TR

 

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10.4.1.5Flotation Testing of Drill Core

 

The flowsheet used in the test work, shown in Figure 10-9 below, which, as noted above, was that used for testing when the plant was operating up until early 2015 with the grind P80 being 200 microns for this initial work. Cytec 5100 (thionocarbamate) and Cytec 3477 (dithiophosphate) are used as collectors for copper bearing minerals because of their selectivity over pyrite.  

 

Figure 10-9: Flowsheet Used in Rougher Flotation Testing

 

 

Source: 2018 TR

 

The results shown in Figure 10-10 and Figure 10-11 indicate that all sample pairs from the recent and earlier core gave similar recovery of both copper and arsenic. Any differences would be attributable to differences in the head grade rather than to the condition of the core. 

 

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Figure 10-10:  Rougher Recovery of Copper from Samples Paired in Location and Lithology

 

 

Source: 2018 TR

 

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Figure 10-11: Rougher Recovery Arsenic from Samples Paired in Location and Lithology

 

 

Source: 2018 TR

 

10.4.1.6Rougher Flotation Studies using General Composite

 

Table 10-7 shows the results of various tests, done using the general composite, with the flowsheet shown in Figure 10-9. These tests examined the effect of a finer primary grind and changes in collector type and concentration on the rate of flotation of copper sulphides compared to that of enargite (as indicated by the arsenic content.)  

 

Table 10-7: Test Conditions and Summary Results of Rougher Flotation Study

 

 

Source: 2018 TR

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As can be noted in Table 10-7 Test 11, reducing the collector dosage had a detrimental effect in that the arsenic bearing mineral recovery was not reduced as much as for the non-arsenic bearing copper minerals. Gold recovery benefited from the much longer flotation time used in Test 11. A finer primary grind, however, was beneficial to selectivity for copper sulphides over the copper sulfarsenides (enargite), which can be seen by the greater increase in copper recovery (7.1%) than arsenic recovery (2.8%) when the grind size was reduced from 207 microns in Test 10 to 103 microns in Test 37. Comparison of Test 27 which had a primary grind p80 of 103 microns where sodium isopropyl and ethyl xanthates (SIPX/SEX) (50% by weight mixture) were the collectors with Test 37 which had the same grind but 5100 and 3477 collector, shows that there was only a 0.4% decrease in the selectivity for copper over arsenic but there was an increase in the overall copper recovery and a dramatic increase of 6.4% in the gold recovery clearly making the 5100/3477 the preferred collector combination.

 

A few tests were conducted with addition of peroxide to the primary grind following the indication of some selectivity being generated in the cleaner tests, but the rougher tests showed little or no selectivity for copper sulphides over enargite.

 

10.4.1.7Cleaner Flotation Studies

 

The flowsheet shown below in Figure 10-12 was used for the cleaner tests. The results are summarized in Table 10-8.

 

Figure 10-12: Cleaner Flotation Testing

 

 

Source: 2018 TR

 

The addition of the depressant to conditioning in Tests 17 and 18 had minimal effect on the copper recovery compared to arsenic recovery. An increase in selectivity was observed when hydrogen peroxide (Test 16) was added but the change was marginal. Sodium sulphide added using the REDOX potential as a measure of when sufficient reagent had been added also increased the difference in recovery (Test 19), but overall copper recovery was reduced, and the test was not considered sufficiently promising to continue working with the sulphide at that time. It is of interest to note that the combination of diethylene triamine (DETA) in combination with sulphur dioxide yielding species, which has been patented as an arsenic depressant, in this case (Test 18), appears to have activated the enargite and increased copper recovery.

 

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The tests from Test 23 on were designed to optimize the amount of peroxide addition with the reagent added to the regrind mill to ensure adequate conditioning. From Test 31, 500 g/t of peroxide with SIPX/SEX collector gave the best arsenic depression but at a cost of approximately 2.0 % copper recovery. It was expected that a decrease of the peroxide addition to 200 g/t (Test 32) at a finer regrind would give better copper recovery while still providing adequate arsenic rejection, but the recovery was in fact lower than at the coarser regrind with the higher dose of peroxide. Test 36 where peroxide was added in both primary and regrind mills gave adequate arsenic rejection but poor overall copper recovery.

 

A further cleaner test (Test 35) – with material balance shown in Table 10-9, using sodium sulphide as the depressant but with a much higher collector addition (30 g/t) than in Test 19, showed considerable potential for there to be a route to a copper/arsenic separation. In this test, the B concentrate had an arsenic assay of 7.45% equivalent to an enargite content of 39%.

 

Table 10-8: Results of Cleaner Tests on the General Composite Sample with Arsenic Depressants

 

 

Notes:

* Dosage increased to 15 g/t of both SEX and SIPX

** Test 36 also had 400 g/t of peroxide added to the rougher grind.

Source: 2018 TR

 

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Table 10-9: Material balance of Test 35 Sodium Sulphide depressant- with 30 g/t SIPX/SEX

 

 

Source: 2018 TR

 

10.4.1.8Results from Rougher and Cleaner Test Work

 

It was concluded that none of the reagent schemes tested would be effective in the Aranzazu mill either because of insufficient selectivity or because of the difficulty and cost of implementation of the scheme into the operation. It was further concluded that the lowest risk and most cost-effective procedure to increase selectivity for copper over arsenic would be to provide a finer primary grind.

 

10.4.1.9Locked Cycle Test using General Composite

 

Table 10-11 presents the results of a locked cycle test performed on the general composite sample with the conditions shown in Table 10-10. Note that the reagent combination used was Cytec 5100 and Cytec 3477 that was proven to be best in the rougher tests reported above.

 

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Table 10-10: Conditions used in Locked Cycle Test

 

 

Source: 2018 TR

 

The results of the locked cycle test are given in Table 10-11 below which shows the final two cycles and cycles 4 and 5 combined. From these results, it can be seen that a concentrate grading 21% Cu, 14 g/t Au and 216 g/t Ag can be produced with recoveries in excess of 90% for copper and 69% for gold and silver. This recovery is downgraded to 88% for copper to allow for the slightly higher concentrate grade for ease of sale.

 

Table 10-11: Results of Locked Cycle Test

 

 

Source: 2018 TR

 

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10.4.1.10Testing of Fine Primary Grind on Variability Samples

 

Following the conclusion noted above, all of the variability samples were tested using a grind P80 of approximately 150 microns. In addition, the high arsenic samples from the Glory Hole Porfido (GHP) were tested at a P80 of 100 microns to examine the extent to which the finer grind would improve the separation. The Cytec 5100/Cytec 3477 collector combination was used because of the better recovery of gold seen compared to the mixed xanthate suite. The results are shown in Table 10-12 below:  

 

Table 10-12: Variability Sample Test Results at a Primary Grind p80 150 to 100 microns

 

 

Source: 2018 TR

 

The variability samples have a higher copper feed assay than the general composite samples with the exception of the AA composite. The Pillar Center and Pillar East samples have a much higher arsenic feed grade than the general composite. The finer grind on the GHP samples (to approximately 100 microns) in all cases gave somewhat better copper recovery and dramatically improved gold recovery compared to the 150 micron grind. As expected from the head grade Cu/As ratio being below 7.7, the GHP-Pillar Center and GHP-Pillar West samples produced concentrates with more than 3.0% arsenic.  

 

It became clear that the critical Cu/As ratio of 7.7 in feed identified in tests on the general composite (which comprised samples from the GHP) only applies to the GHP sample as the AA Composite, although having a feed Cu/As below this ratio, produced a concentrate grading 2.86% As. The Mexicana South sample similarly gave an arsenic recovery at 56.3%, very much lower than observed in any of the GHP samples and therefore a low arsenic grade in the concentrate. Further testing will be required to determine whether similar arsenic recoveries are obtained across these ore zones which would result in a different critical Cu/As ratio for these ores.  

 

10.4.1.11Gold Recovery for Feasibility Study Financial Model

 

Because the head grade for gold in the composite, at 1.74 g/t, was substantially higher than the expected mining grades over the LOM (1.17 g/t), it was perceived that there needed to be a determination of the effect of feed grade on recovery and, therefore, the gold recoveries obtained in previous operations from 2011 to 2014 and from the latest test work, including the composite and the variability samples were plotted against the head grades. While showing a relatively low Index of Determination at 0.25, the result does suggest a modest increase in

 

 10-20

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S-K 1300 Technical Report Summary

March 28, 2025

SLR Project No.: 233.065242.00006

recovery with grade, as shown in Figure 10-13, and this graph was used to calculate the gold recoveries to be expected for the head grades expected to be delivered in the mine plan and financial model presented in the 2018 TR. These calculated recoveries are shown in Table 10-13 and Figure 10-13.  

 

Table 10-13: Gold Grades and Recoveries used in the Financial Model

 

Year Au Grade
(g/t)
Au Rec.
(%)
1 0.88 66.87
2 1.42 71.91
3 1.33 71.07
4 0.98 67.80
5 0.97 67.71
6 1.35 71.25

Source: 2018 TR

 

Figure 10-13: Gold Recovery versus Head Grade

 

 

Source: 2018 TR

 

10.4.1.12Grindability Studies

 

When it became clear that a grind finer than that achieved in the previous operation of the Plant (P80 of approximately 207 microns) would be required, the ball mill Bond work index for the general composite and the variability samples was measured using an 80% passing screen size of 172 microns, which would be appropriate for a ball mill grinding to a P80 of 150 microns. An even finer grind was chosen to determine how much extra grinding power would be required to get to an even finer grind (P80 of 100 microns) using an 80% passing size of 125 microns in the Bond test. The results, shown in Table 10-14, indicate that the Glory Hole ore does become more difficult to grind at finer sizes.

 

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S-K 1300 Technical Report Summary

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SLR Project No.: 233.065242.00006

 

Using the average work index for the Glory Hole samples, and making the Bond correction for single stage ball mills, it has been calculated that the three primary mills and the regrind mill can grind the ore to a P80 of 135 microns assuming a production rate of 116.7 tph. With a circuit utilization of 92% operating for 365 days per year would result in the processing of 940,240 tpa.

 

Table 10-14: Grindability of Variability Samples

 

 

Source: Aura 2018

 

10.4.1.13Overall Results

 

A reagent to affect the separation of arsenic-bearing minerals from copper sulphides was not identified.

 

It was found that finer primary grinding of the ore increases the overall recovery of the copper sulphides and gold significantly but does not increase the arsenic recovery to the same extent. It has been determined in open circuit tests that, for the general composite, grinding of the ore to 80% passing 150 microns compared to the previous 207 microns will increase the recovery of copper and gold in the concentrate from 82% to 88% and 62% to 70%, respectively, while only increasing the arsenic recovery from 80% to 82%. It was further observed that an even finer primary grind to a P80 of approximately 100 microns increased the copper and gold recoveries to 90% and 78% while arsenic recovery increased only to 83%. The composite sample used in these tests was made from ore from the Glory Hole Porfido zones only, which represented 85% of the orebody scheduled to be mined in the three years following the test work. Testing of variability samples showed that for the very high arsenic ores (0.3% As or higher) in this deposit, the finer grind will increase recovery of pay metals but also results in very high arsenic recovery and the differential (Cu recovery – As recovery) becomes smaller as the head grade increases. Grinding calculations indicate that the present primary circuit, with the addition of the regrind mill, can grind the ore to a P80 of 135 microns at the maximum required throughout so the expected recoveries will be intermediate between those observed with the 150 micron and 100 micron grinds.  

 

A locked cycle test using a grind size (P80) of approximately 150 microns was performed and resulted in a concentrate grading 21% Cu, 14 g/t Au, and 216 g/t Ag with recoveries in excess of 90% for copper and 69% for gold and silver. This recovery is downgraded to 88% for copper to allow for the slightly higher concentrate grade for ease of sale.  

 

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S-K 1300 Technical Report Summary

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SLR Project No.: 233.065242.00006

 

10.4.22024 Metallurgical Test Work

 

Metallurgical testing performed by Aranzazu in their in-house Aura Mineral Laboratory in 2024 consisted of flotation testing of a selection of 210 variability samples from drill holes. Table 10-15 presents the average results of the tests.

 

Table 10-15: Average Results of Flotation Testing on 2024 Variability Samples

 

Metal Feed Grade Concentrate Grade Recovery
Cu 1.79% 18% 88%
Au 0.93 g/t 7.54 g/t 78.8%
Ag 23.99 g/t 147.4 g/t 68.65%
As 0.18% 1.17% 67.9%

 

Figure 10-14, Figure 10-15, and Figure 10-16 show the grade versus recovery curves for copper, gold, and silver, respectively, for the 2024 variability tests.

 

Figure 10-14: Copper Grade versus Copper Recovery in the Variability Tests

 

 

Source: SLR 2024.

 

 10-23

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S-K 1300 Technical Report Summary

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SLR Project No.: 233.065242.00006

Figure 10-15: Gold Grade versus Gold Recovery in the Variability Tests

 

 

Source: SLR 2024.

 

Figure 10-16: Silver Grade versus Silver Recovery in the Variability Tests

 

 

Source: SLR 2024.

 

Figure 10-17 presents the distribution of gold, arsenic, and copper recoveries for the variability tests.

 

 10-24

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S-K 1300 Technical Report Summary

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SLR Project No.: 233.065242.00006

Figure 10-17: Distribution of Au, As, and Cu Recoveries in the Variability Samples

 

 

Source: SLR 2024.

 

Figure 10-18 presents a cross sections of the orebody showing metallurgical drill hole locations. Table 10-16 presents the test work results for the variability samples.

 

 10-25

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S-K 1300 Technical Report Summary

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SLR Project No.: 233.065242.00006

Figure 10-18: Drill Hole Traces for 2024 Metallurgical Samples

 

 

 10-26

Aura Minerals Inc. | Aranzazu Mine

S-K 1300 Technical Report Summary

March 28, 2025

SLR Project No.: 233.065242.00006

Table 10-16: Flotation Testing of Variability Samples

 

Sample Head Grades Concentrate Grade Recovery
 Au g/t  Ag g/t  As %  CuT %  Au g/t  Ag g/t  As %  CuT % Au %  Ag %  As %  CuT %
C-20-0671A 0.46 19.82 0.37 1.50 7.99 100.00 3.14 12.92 70.0 71.4 81.3 80.1
C-20-0671B 1.11 26.34 0.27 1.69 6.78 67.00 1.16 7.24 86.0 71.4 87.8 89.6
C-20-0673A 0.76 24.64 0.20 1.38 4.67 48.00 0.57 4.48 77.7 61.8 78.8 78.3
C-20-0673B 0.78 22.49 0.20 1.15 10.60 176.00 2.23 14.85 72.1 57.8 73.9 79.6
C-21-0672 0.20 17.00 0.03 1.03 6.50 191.00 0.16 26.46 83.3 66.6 41.1 95.9
C-21-0675 0.30 15.00 0.03 0.97 6.88 207.00 0.16 22.91 96.6 93.5 77.3 98.7
C-20-0640 0.86 25.29 0.25 1.31 10.80 139.00 2.24 15.13 74.1 61.0 85.4 82.7
C-20-0643 1.58 32.07 0.17 1.80 8.70 163.00 0.91 13.70 76.5 78.5 81.1 91.6
C-20-0644 0.79 30.34 0.10 1.46 4.91 88.00 0.30 6.98 87.1 74.5 74.9 86.2
C-20-0645 1.17 23.49 0.17 1.25 4.20 55.00 0.49 4.45 78.6 69.3 75.9 85.0
C-20-0646 1.11 18.29 0.19 1.41 8.70 177.00 1.80 17.76 81.1 77.8 77.8 89.1
C-20-0647 0.62 21.72 0.20 1.65 12.75 169.00 1.48 26.23 79.3 78.2 77.4 91.3
C-20-0648 0.39 24.49 0.14 1.10 6.00 218.00 1.43 23.13 63.8 71.2 80.7 90.9
C-20-0649 0.98 17.29 0.28 1.57 5.90 43.00 0.84 4.72 76.8 71.5 75.1 77.5
C-20-0650 0.56 18.37 0.19 0.97 2.94 50.00 0.84 4.18 72.9 56.9 73.3 75.6
C-20-0652 0.36 10.51 0.10 0.85 1.59 34.00 0.33 3.03 54.0 62.6 70.3 74.5
C-20-0656 1.03 23.32 0.26 1.53 7.20 289.00 3.56 26.35 76.9 67.8 70.6 90.0
C-20-0658 0.88 17.82 0.21 1.22 9.93 130.00 1.92 22.04 79.5 56.0 63.6 90.6
C-20-0660 0.98 19.08 0.16 1.42 8.21 99.00 0.94 23.07 76.2 76.9 86.2 92.3
C-20-0665 0.80 16.53 0.16 0.86 6.42 74.00 1.17 7.13 65.6 55.1 73.0 83.2
C-20-0666 0.66 19.27 0.19 1.49 3.69 68.00 0.90 22.76 77.2 76.1 75.0 91.7
C-20-0667 0.51 24.20 0.45 1.87 1.22 45.00 0.95 4.27 81.6 77.8 94.9 95.4
C-20-0668 0.69 27.14 0.26 1.81 4.70 116.00 1.50 25.90 78.6 75.2 84.4 92.1
C-20-0669 0.64 22.53 0.37 1.75 1.83 31.00 0.63 3.12 92.0 75.3 85.0 84.9
C-20-0674 0.87 21.02 0.13 1.06 8.93 114.00 1.22 11.09 80.8 52.1 68.7 87.5
C-20-0676 0.55 17.80 0.19 1.09 2.09 48.00 0.65 4.24 77.8 76.1 86.6 91.8
C-20-0680 1.29 31.52 0.37 2.00 7.52 101.00 1.20 9.52 70.7 48.5 48.0 62.7
C-20-0681 0.81 20.36 0.23 1.35 6.04 85.00 1.36 7.57 73.5 61.5 77.6 76.2
C-20-0682 0.31 23.21 0.23 1.52 6.51 244.00 2.96 23.89 62.1 65.9 72.9 83.0
C-20-0683 0.66 14.00 0.12 0.87 6.46 52.00 0.83 5.23 75.7 45.4 66.8 72.1
C-20-0684 0.70 25.69 0.12 1.97 4.75 86.00 0.48 8.16 82.9 69.6 89.9 93.1
C-20-0685 0.93 25.19 0.21 2.15 8.17 97.00 1.16 15.24 77.3 55.6 75.9 82.4
C-20-0686 0.28 12.65 0.03 0.58 7.85 174.00 0.73 18.39 69.9 51.9 65.9 89.5
C-20-0698 0.62 19.60 0.04 1.48 4.29 174.00 0.05 24.08 75.0 51.5 16.5 92.7
C-20-0703 0.42 14.62 0.15 2.52 5.33 79.00 1.46 29.36 75.3 52.0 80.3 91.2
 10-27

Aura Minerals Inc. | Aranzazu Mine

S-K 1300 Technical Report Summary

March 28, 2025

SLR Project No.: 233.065242.00006

 

Sample Head Grades Concentrate Grade Recovery
 Au g/t  Ag g/t  As %  CuT %  Au g/t  Ag g/t  As %  CuT % Au %  Ag %  As %  CuT %
C-20-0707 0.65 10.82 0.11 1.98 7.12 59.00 0.72 25.41 77.6 59.6 60.8 91.5
C-20-0708 A 1.37 51.82 0.05 4.44 9.20 212.00 0.08 28.32 91.6 84.6 36.8 96.5
C-20-0708 B 0.94 26.27 0.03 1.52 12.30 232.00 0.09 25.17 73.9 73.2 36.7 94.6
C-20-0708 C 0.30 28.51 0.07 2.24 2.62 244.00 0.14 26.86 79.9 78.5 27.4 94.5
C-20-0717 0.89 24.46 0.04 2.45 7.84 168.00 0.16 29.03 80.4 75.1 40.1 92.6
C-20-0719 0.58 34.00 0.06 1.62 9.68 256.00 0.18 26.25 80.4 73.5 43.4 92.4
C-20-0720 0.46 25.00 0.07 1.98 9.10 244.00 0.10 25.60 77.0 69.6 25.4 91.3
C-20-0721 0.72 28.00 0.03 2.33 8.05 196.00 0.05 29.01 82.9 64.6 28.2 88.5
C-20-0722 0.51 15.93 0.04 1.27 7.14 143.00 0.15 26.51 87.7 49.5 28.1 94.1
C-20-0725 0.44 34.00 0.06 2.45 8.30 245.00 0.11 27.04 76.2 76.0 30.8 93.4
C-20-0738 0.29 8.12 0.04 0.53 3.05 65.00 0.10 7.45 75.7 57.0 27.2 80.6
C-20-0742 0.76 32.46 0.16 3.02 4.30 124.00 0.20 24.44 71.3 59.3 38.2 91.2
C-20-0743 1.40 56.82 0.04 3.50 7.87 268.00 0.13 25.16 80.2 74.2 85.1 92.3
C-20-0750 0.35 9.98 0.05 1.43 5.99 106.00 0.38 26.06 77.2 64.0 42.2 91.9
C-20-0760 3.36 45.03 0.27 2.46 20.65 248.00 1.65 24.16 80.4 75.1 81.7 91.3
C-20-0761 1.56 33.59 0.19 1.93 12.20 264.00 2.19 23.31 77.8 83.4 72.3 91.1
C-20-0762 2.25 27.96 0.40 2.07 22.90 275.00 3.67 23.89 81.4 63.0 85.5 91.4
C-20-0764 1.92 29.79 0.06 2.90 15.00 237.00 0.34 25.24 81.0 77.9 71.0 92.4
C-20-0765 0.69 12.30 0.08 0.91 12.00 199.00 1.27 20.81 64.0 69.1 72.8 88.2
C-20-0766 1.36 24.49 0.35 1.87 13.20 258.00 3.56 26.71 81.0 70.8 88.9 91.1
C-20-0767 1.03 13.00 0.06 0.79 13.20 203.00 1.20 21.22 68.3 56.9 69.2 88.0
C-20-0768 0.72 12.49 0.17 1.08 10.73 176.00 4.58 20.27 70.6 34.4 86.0 88.6
C-20-0769 0.99 25.13 0.19 2.00 10.90 226.00 1.91 26.37 79.4 70.7 76.9 93.4
C-20-0770 1.12 16.00 0.17 1.54 14.00 174.00 1.95 26.35 78.2 71.0 66.4 91.6
C-20-0772 0.98 18.81 0.11 1.59 10.50 230.00 0.90 25.53 80.2 71.7 52.6 91.9
C-20-0773 0.64 18.80 0.09 1.31 11.90 240.00 1.14 26.13 75.6 62.5 55.0 93.4
C-20-0775 0.52 10.61 0.09 0.70 14.00 214.00 1.57 21.88 73.1 42.2 64.0 84.9
C-20-0778 0.64 17.02 0.10 1.45 8.70 231.00 1.28 28.15 61.8 73.5 67.7 90.7
C-20-0782 0.95 18.43 0.23 1.69 12.00 226.00 1.86 25.09 80.6 87.0 68.7 91.7
C-20-0809 2.04 53.64 0.25 4.95 9.95 140.00 0.55 22.39 82.9 83.5 79.9 94.6
C-20-0810 3.05 73.67 0.19 7.24 9.02 175.00 0.52 31.54 81.8 78.4 86.8 94.5
C-20-0811 2.12 44.18 0.20 4.66 7.20 166.00 0.79 29.49 90.7 83.7 86.0 92.5
C-20-0812 1.08 22.59 0.24 2.12 8.09 157.00 1.56 18.16 92.4 84.8 81.0 92.1
C-20-0816 0.90 13.94 0.16 1.51 4.39 55.00 0.47 5.82 77.7 73.0 61.0 80.4
C-20-0817 2.51 46.80 0.14 4.70 7.45 135.00 0.31 22.67 83.8 81.5 84.9 94.1
C-20-0818 0.92 33.52 0.16 2.60 4.92 112.00 0.53 13.48 79.8 79.6 81.2 88.9
 10-28

Aura Minerals Inc. | Aranzazu Mine

S-K 1300 Technical Report Summary

March 28, 2025

SLR Project No.: 233.065242.00006

 

Sample Head Grades Concentrate Grade Recovery
 Au g/t  Ag g/t  As %  CuT %  Au g/t  Ag g/t  As %  CuT % Au %  Ag %  As %  CuT %
C-20-0819 1.06 49.00 0.20 3.93 0.10 219.00 0.77 25.27 86.3 83.5 67.7 93.4
C-20-0822 0.70 25.69 0.12 1.97 4.75 86.00 0.48 8.16 82.9 69.6 89.9 93.1
C-20-0832 0.84 13.43 0.25 0.97 3.06 31.00 0.59 2.78 90.3 81.0 76.7 83.3
C-20-0839 1.56 32.94 0.14 3.58 9.17 187.00 0.75 24.64 80.3 85.5 80.0 90.6
C-20-0840 0.66 16.38 0.02 1.83 3.24 105.00 0.11 14.41 83.7 74.6 53.2 87.3
C-20-0841 0.43 9.69 0.04 0.84 6.90 121.00 0.47 21.29 77.4 65.0 56.3 87.6
C-20-0842 1.65 15.00 0.10 0.96 9.00 115.00 0.70 22.62 75.7 70.9 51.7 93.0
C-20-0843 0.14 14.29 0.12 0.73 3.00 209.00 1.90 21.19 15.6 65.0 60.5 89.4
C-20-0844 0.45 14.20 0.24 1.13 7.24 149.00 3.54 24.77 76.1 77.9 83.6 90.4
C-20-0845 0.93 22.00 0.36 1.59 4.50 92.00 1.92 22.14 80.0 79.7 89.7 89.3
C-20-0846 0.68 17.56 0.23 1.20 4.52 68.00 1.21 6.83 85.5 72.0 86.0 86.0
C-20-0847 1.76 52.61 0.24 4.71 10.00 210.00 0.86 24.82 84.2 82.4 89.2 92.2
C-20-0848 0.91 21.90 0.36 1.65 6.42 84.00 1.64 8.43 85.0 75.5 86.0 87.5
C-20-0849 1.07 21.30 0.20 1.07 9.33 93.00 1.05 7.04 76.0 67.1 78.3 87.4
C-20-0850 0.82 14.50 0.22 0.80 7.30 63.00 1.60 6.25 79.9 62.1 78.0 85.2
C-20-0851 0.87 25.85 0.25 1.01 3.11 60.00 0.79 21.68 77.1 81.6 82.5 90.1
C-20-0852 0.77 18.12 0.32 1.20 1.29 38.00 0.70 2.85 74.8 86.3 87.9 93.7
C-20-0853 1.71 16.38 0.25 1.45 12.62 59.00 1.15 24.74 80.9 77.0 86.2 90.1
C-20-0854 0.62 15.57 0.28 1.15 8.41 115.00 2.43 21.53 79.0 84.4 86.2 93.2
C-20-0855 1.25 21.43 0.39 1.73 9.84 110.00 2.18 22.74 81.9 74.6 79.9 91.1
C-20-0856 0.95 22.15 0.38 1.53 2.44 43.00 0.78 3.32 88.8 75.1 84.4 85.7
C-20-0860 0.87 20.14 0.24 1.16 4.26 62.00 0.98 4.77 82.1 81.3 85.3 92.2
C-20-0861 4.17 39.00 0.24 2.81 9.70 240.00 1.81 25.88 84.7 73.2 81.1 94.3
C-21-0862 1.12 24.00 0.34 1.73 8.42 137.00 2.09 13.25 81.2 72.6 84.7 93.7
C-20-0865 0.38 14.05 0.06 0.97 6.29 147.00 0.31 18.82 66.2 61.1 25.5 90.2
C-20-0867 0.36 6.14 0.05 0.96 8.48 116.00 0.24 21.25 71.3 69.6 14.8 87.1
C-21-0873 0.81 13.15 0.19 0.89 6.32 84.00 1.69 8.40 71.7 59.9 81.9 87.5
C-21-0875 0.78 7.48 0.27 1.03 3.20 32.00 1.36 5.50 78.5 68.8 83.3 84.0
C-21-0876 0.42 15.55 0.04 1.18 9.29 151.00 0.19 24.33 82.6 53.4 30.6 92.3
C-21-0877 0.75 15.00 0.09 0.91 14.10 202.00 1.10 22.75 90.1 75.4 66.1 96.1
C-21-0878 0.38 11.71 0.02 0.97 7.12 174.00 0.20 21.10 72.9 68.6 45.8 90.4
C-21-0879 0.49 17.79 0.06 2.37 4.42 91.00 0.19 32.20 77.8 44.2 27.3 95.4
C-21-0890 0.54 15.85 0.23 1.06 2.76 65.00 1.04 5.40 78.8 74.7 85.7 92.8
C-21-0670 0.58 17.95 0.12 1.59 6.02 67.00 0.64 20.15 92.5 51.8 36.2 95.9
C-21-0672 0.20 17.00 0.03 1.03 6.50 191.00 0.16 26.46 83.3 66.6 41.1 95.9
C-21-0675 0.30 15.00 0.03 0.97 6.88 207.00 0.16 22.91 96.6 93.5 77.3 98.7
 10-29

Aura Minerals Inc. | Aranzazu Mine

S-K 1300 Technical Report Summary

March 28, 2025

SLR Project No.: 233.065242.00006

 

Sample Head Grades Concentrate Grade Recovery
 Au g/t  Ag g/t  As %  CuT %  Au g/t  Ag g/t  As %  CuT % Au %  Ag %  As %  CuT %
C-21-0688 0.39 11.01 0.06 0.95 6.48 154.00 0.33 26.05 51.7 48.9 19.8 87.3
C-21-0689 0.52 17.23 0.05 0.90 7.62 282.00 0.12 25.50 85.9 62.7 15.8 93.0
C-21-0690 0.21 10.73 0.03 0.79 10.20 172.00 0.28 29.04 55.8 47.3 25.3 90.8
C-21-0732 0.32 17.00 0.06 1.99 6.69 96.00 0.11 25.02 86.5 66.1 27.9 91.1
C-21-0871 1.51 26.87 0.12 1.58 4.30 95.00 0.35 7.49 93.5 78.8 73.9 90.8
C-21-0876 0.42 15.55 0.04 1.18 9.29 151.00 0.19 24.33 82.6 53.4 30.6 92.3
C-21-0877 0.75 15.00 0.09 0.91 14.10 202.00 1.10 22.75 90.1 75.4 66.1 96.1
C-21-0878 0.38 11.71 0.02 0.97 7.12 174.00 0.20 21.10 72.9 68.6 45.8 90.4
C-21-0879 0.49 17.79 0.06 2.37 4.42 91.00 0.19 32.20 77.8 44.2 27.3 95.4
C-21-0880 0.74 10.18 0.09 1.82 2.80 29.00 0.21 5.29 94.3 87.5 90.0 92.5
C-21-0883HW 0.72 12.79 0.18 0.58 8.52 114.00 1.56 7.01 80.3 81.4 70.2 88.3
C-21-0883FW 0.58 20.85 0.10 1.24 6.31 200.00 1.03 15.28 84.7 70.0 72.7 90.4
C-21-0887 2.13 47.00 0.26 3.26 16.05 265.00 1.95 28.48 86.5 65.4 79.2 89.3
C-21-0888 0.65 18.00 0.10 1.16 14.80 172.00 0.98 31.75 87.9 57.8 49.4 89.4
C-21-0890 0.54 15.85 0.23 1.06 2.76 65.00 1.04 5.40 78.8 74.7 85.7 92.8
C-21-0891 0.68 14.59 0.22 1.16 5.13 90.00 1.71 12.96 72.8 63.9 74.5 95.4
C-21-0892 0.92 22.06 0.36 1.46 4.46 67.00 1.59 6.85 84.4 73.9 90.2 87.4
C-21-0894 1.42 23.47 0.14 1.49 13.30 192.00 1.37 16.06 86.4 80.3 86.4 94.1
C-21-0895 0.79 25.00 0.20 2.06 9.98 159.00 1.41 24.00 91.9 74.1 78.5 94.9
C-21-0896 0.98 43.00 0.20 1.92 11.40 164.00 1.26 21.42 85.1 67.5 82.1 93.9
C-21-0897 0.57 21.00 0.15 1.50 12.20 173.00 1.27 19.62 92.5 73.9 77.4 93.6
C-21-0899 0.40 10.23 0.07 1.23 6.85 135.00 0.48 25.93 79.2 64.1 33.8 93.4
C-21-0901 0.37 6.96 0.02 0.80 3.00 141.00 0.18 28.16 59.4 59.5 34.6 90.4
C-21-0905 0.33 12.84 0.05 0.86 5.87 269.00 0.07 30.43 54.7 63.3 5.1 93.6
C-21-0908 0.34 21.00 0.04 1.37 4.46 249.00 0.09 23.95 5.8 8.9 4.1 12.7
C-21-0909 0.46 35.00 0.04 2.87 6.19 252.00 0.09 31.65 80.4 69.9 26.0 93.1
C-21-0914 0.57 21.00 0.15 1.50 12.20 173.00 1.27 19.62 92.5 73.9 77.4 93.6
C-21-0917 0.82 22.00 0.16 1.17 2.65 47.00 0.48 3.19 84.8 73.7 95.5 91.2
C-21-0925 0.84 29.00 0.20 1.80 7.96 50.00 0.38 4.35 88.8 83.5 87.1 92.4
C-21-0926 0.71 20.00 0.20 0.99 10.30 124.00 1.34 13.29 71.1 62.0 58.4 91.8
C-21-0932 1.03 41.00 0.25 1.84 9.19 147.00 1.50 19.12 80.8 66.2 65.9 91.4
C-21-0935 0.75 26.00 0.29 1.76 11.70 182.00 1.60 21.00 86.7 70.7 80.0 94.1
C-21-0938 1.15 26.00 0.22 2.85 9.73 201.00 1.13 29.00 87.5 82.3 75.6 95.7
C-21-0939 0.82 32.00 0.25 2.23 12.30 179.00 1.69 22.00 94.7 81.5 79.8 94.8
C-21-0941 0.38 23.00 0.39 1.87 7.13 191.00 3.91 22.57 93.0 87.1 89.6 95.8
 10-30

Aura Minerals Inc. | Aranzazu Mine

S-K 1300 Technical Report Summary

March 28, 2025

SLR Project No.: 233.065242.00006

 

Sample Head Grades Concentrate Grade Recovery
 Au g/t  Ag g/t  As %  CuT %  Au g/t  Ag g/t  As %  CuT % Au %  Ag %  As %  CuT %
C-21-0946 2.21 94.00 0.19 8.71 16.90 236.00 0.41 31.75 95.5 86.0 79.3 96.8
C-21-0948 0.75 17.00 0.22 1.78 11.40 203.00 1.93 22.71 86.4 68.2 74.0 86.4
C-21-0949 2.02 41.00 0.54 4.60 5.10 120.00 1.44 20.00 88.8 85.9 93.1 96.7
C-21-0952 1.34 21.00 0.28 1.45 18.30 226.00 2.43 23.08 72.1 55.2 68.0 92.1
C-21-0958 0.93 28.00 0.39 1.94 9.43 157.00 3.23 19.44 94.2 85.0 92.2 95.7
C-21-0959 0.40 19.00 0.16 1.58 9.61 166.00 1.84 25.68 89.1 71.9 77.3 88.1
C-21-0965 0.27 11.00 0.09 0.63 8.09 134.00 1.35 18.96 75.3 51.1 56.8 85.0
C-21-0972 0.30 34.00 0.25 1.24 1.28 33.00 0.39 1.88 53.6 34.1 29.1 28.9
C-21-0973 0.52 23.00 0.24 2.06 7.03 238.00 1.17 23.95 92.6 79.4 76.9 89.4
C-21-0974 2.41 46.00 0.17 4.98 7.96 133.00 0.52 25.61 95.9 77.1 81.7 94.7
C-21-0975 0.76 26.00 0.32 1.70 1.04 37.00 0.82 4.31 45.0 51.1 73.9 65.8
C-21-0979 0.39 25.00 0.21 2.09 7.92 141.00 1.03 28.92 80.8 49.4 39.3 83.9
C-21-0981 0.70 36.00 0.20 2.48 9.12 169.00 1.33 21.13 91.1 51.6 78.3 84.3
C-21-0983 0.49 24.00 0.13 1.64 9.09 171.00 1.08 19.68 78.9 65.2 85.2 89.7
C-21-0987 1.22 25.00 0.10 1.93 10.20 140.00 0.71 17.96 94.5 65.2 77.2 91.5
C-21-0988 0.33 55.00 0.20 3.73 4.86 236.00 0.88 24.00 93.6 76.7 71.8 90.4
C-21-0988-A 0.24 36.00 0.12 1.85 3.58 227.00 1.31 24.00 83.4 66.6 63.3 88.7
C-21-0989 0.58 25.00 0.12 2.09 9.33 152.00 0.94 22.00 89.5 82.1 83.2 91.9
C-21-0989 0.58 25.00 0.12 2.09 9.33 152.00 0.94 22.00 89.5 82.1 83.2 91.9
C-21-0990 0.67 48.00 0.18 4.32 7.16 166.00 0.89 28.70 88.9 67.5 85.1 92.6
C-21-0990 -A 1.08 43.00 0.19 2.93 7.52 289.00 1.23 28.51 78.9 70.7 70.9 92.3
C-21-0991 0.79 34.00 0.24 2.80 4.88 252.00 1.52 26.81 83.1 77.4 72.8 92.4
C-21-0992 2.82 111.00 0.22 6.38 8.03 197.00 0.53 29.56 88.1 67.9 63.9 94.9
C-21-0994 0.62 41.00 0.30 4.29 4.43 307.00 1.37 27.62 93.4 90.9 83.5 94.4
C-21-0995 0.39 22.00 0.27 2.07 4.44 202.00 2.72 25.87 83.6 79.4 79.9 91.8
C-21-1003 1.21 37.00 0.18 3.56 9.53 128.00 0.97 25.00 95.3 66.9 83.9 92.7
C-21-1003 -A 2.56 67.00 0.15 6.92 8.65 167.00 0.41 27.33 97.7 87.6 89.5 97.3
C-21-1004 0.89 32.00 0.21 2.26 9.54 154.00 1.68 21.00 95.6 73.1 87.9 91.9
C-21-1020 1.77 26.00 0.28 1.74 8.79 195.00 2.68 22.48 82.1 55.1 73.4 93.8
C-21-1021 1.73 23.00 0.19 0.95 8.33 195.00 2.18 19.20 70.1 52.7 63.4 90.8
C-21-1024 1.15 17.63 0.26 1.50 3.75 75.00 0.95 7.29 91.1 85.5 70.1 90.4
C-21-1029 0.71 12.00 0.31 1.12 1.07 16.00 0.64 1.52 74.4 73.6 82.5 83.6
C-21-1010 0.41 18.67 0.30 1.31 5.28 227.00 2.63 18.46 76.7 56.2 56.2 71.0
C-21-1009 HW 0.73 24.00 0.28 1.08 4.38 39.00 1.08 3.86 80.9 61.4 74.6 74.5
 10-31

Aura Minerals Inc. | Aranzazu Mine

S-K 1300 Technical Report Summary

March 28, 2025

SLR Project No.: 233.065242.00006

 

Sample Head Grades Concentrate Grade Recovery
 Au g/t  Ag g/t  As %  CuT %  Au g/t  Ag g/t  As %  CuT % Au %  Ag %  As %  CuT %
C-21-1009 FW 5.40 27.00 0.31 2.07 2.35 57.00 0.86 5.86 76.3 67.6 84.3 82.1
C-21-1007 2.13 25.38 0.32 1.75 6.53 81.00 2.09 6.92 62.9 55.8 66.0 66.3
C-21-1027 1.42 14.00 0.23 1.67 3.83 35.00 0.78 4.83 82.3 75.9 84.9 76.0
C-21-1032 1.98 21.00 0.20 1.95 9.00 51.00 0.74 4.49 94.5 73.9 88.1 76.6
C-21-1041 0.72 12.00 0.18 1.04 0.90 29.00 0.52 3.06 80.7 77.4 81.6 85.1
C-21-1044 1.79 19.00 0.20 1.45 11.00 111.00 1.25 15.26 89.0 71.2 67.2 86.9
C-21-1026 2.50 31.00 0.19 1.41 5.80 41.00 0.54 4.04 76.9 69.0 87.6 82.3
C-21-1023 0.82 29.00 0.17 1.00 3.91 35.00 0.55 3.23 60.3 68.8 72.4 75.9
C-21-1033 1.14 23.00 0.21 2.33 9.80 92.00 0.88 8.90 84.2 68.5 85.4 83.9
C-21-1034 0.31 16.00 0.15 1.04 7.00 360.00 5.65 3.27 95.6 95.7 97.0 79.2
C-21-1035 0.39 20.00 0.21 1.44 4.00 32.00 0.53 3.34 95.2 80.1 84.1 87.6
C-21-1008 1.22 21.50 0.21 1.30 6.79 124.00 1.38 19.50 82.6 69.6 65.4 90.9
C-21-1015 2.71 22.00 0.06 1.46 8.40 153.00 0.51 19.89 89.4 70.2 90.3 90.3
C-22-1097 1.09 18.00 0.23 1.65 8.93 134.59 2.32 16.38 80.8 80.7 86.5 90.4
C-22-1093 0.65 21.00 0.23 2.13 2.83 120.00 2.50 11.68 73.3 79.4 85.7 96.8
C-22-1125 0.16 6.00 0.03 0.37 2.59 47.00 0.38 5.42 71.9 47.3 39.8 71.8
C-22-1134 0.80 16.00 0.25 1.21 2.86 91.00 1.52 8.05 75.8 71.9 50.9 68.8
C-22-1145 1.56 16.00 0.08 1.36 8.59 196.00 1.49 18.66 75.2 66.8 71.8 82.7
C-22-1191 0.68 15.00 0.10 0.71 5.78 92.00 0.97 6.93 59.8 56.9 69.7 74.6
C-22-1192 0.83 11.00 0.09 0.43 3.02 59.00 0.67 3.50 55.8 44.4 58.5 59.7
C-23-1223 0.20 9.50 0.07 0.35 7.85 101.75 1.07 7.19 61.8 69.7 43.8 74.3
C-23-1238 0.47 19.50 0.06 1.01 3.78 59.77 0.11 3.94 83.0 64.7 51.5 85.8
C-23-1291 0.47 12.11 0.20 0.61 9.03 212.00 2.11 14.72 55.5 57.4 48.8 80.2
C-23-1290 0.65 23.00 0.24 1.15   139.50 2.50 14.26   55.7 66.6 86.0
C-23-1289 0.41 15.00 0.10 0.59   167.00 1.94 14.98   51.2 51.5 85.5
C-23-1302 0.39 11.00 0.11 0.37 6.05 105.00 1.24 8.30 49.1 48.6 43.6 75.6
C-23-1303 0.99 26.00 0.05 2.02 12.43 420.50 0.13 26.77 69.7 81.1 27.6 89.7
C-23-1314 0.43 9.00 0.09 0.58 7.34 103.50 1.39 7.52 57.9 46.4 51.0 73.9
C-23-1310 0.51 13.00 0.11 0.59 7.94 107.50 1.32 8.29 63.9 47.5 59.0 77.0
C-23-1324 0.36 21.50 0.23 1.33 7.70 220.50 3.72 26.64 67.4 71.3 82.7 91.5
C-23-1321 0.45 22.00 0.09 0.81 11.24 184.00 1.71 18.17 78.2 54.8 66.2 89.2
C-23-1320 0.85 27.00 0.17 0.93 11.05 391.00 2.66 22.89 64.5 57.6 79.5 89.9
C-23-1327 0.83 26.50 0.37 1.72 9.05 221.00 4.07 21.57 77.9 72.0 89.8 94.3
C-23-1328 2.42 57.50 0.41 3.52 11.45 296.50 2.67 27.59 84.6 84.2 92.8 94.3

Source: Aura 2024

 

10.5Recovery Projections for the Cash Flow Model

 

The LOM average mined copper, gold and silver grades for the period 2025 to 2034 are presented in Figure 10-19. The grades are projected to decrease significantly over the period, requiring an evaluation of the grade recovery relationships for each metal for application to the project cash flow model.

 10-32

Aura Minerals Inc. | Aranzazu Mine

S-K 1300 Technical Report Summary

March 28, 2025

SLR Project No.: 233.065242.00006

 

Figure 10-19: LOM Plan Average Mined Ore Grades for the Period 2025 to 2034

 

 

Source: Aranzazu 2025.

 

Table 10-17 presents the copper, gold, and silver recoveries used in the Aura feasibility study financial model (2018 TR), the actual recoveries achieved in the process plant from 2022 through 2024, and an average of the three years of operating data. It should be noted that the head grades for the period were consistent and higher than projected for the LOM. The average copper grades for 2022, 2023, and 2024 were 1.46%, 1.51% and 1.51%, respectively.

 

Table 10-17: Metal Recoveries for Actual Production Data and Aura Financial Model

 

  Aura Financial Model
(2018 TR)
2022 Actual Recovery, % 2023 Actual Recovery, % 2024 Actual Recovery, % Three Year Average Recovery, %
Copper Recovery, % 91.3 91.25 91.07 91.53 91.28
Gold Recovery, % 79.5 80.93 81.28 80.06 80.75
Silver Recovery, % 62.8 62.93 62.81 63.53 63.09

 

Table 10-18 presents the projected copper, gold, and silver head grades and metal recoveries for the grades of the LOM plan.

 

·The copper feed grade in the LOM plan ranges from 1.4% in 2025 to approximately 0.8% in 2031.

 

·The gold grades in the LOM plan range from 0.9 g/t in 2025 to 0.4 g/t in 2032.

 

·The silver grades range from 20 g/t in 2025 to 14 g/t in 2030.

 

 10-33

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S-K 1300 Technical Report Summary

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SLR Project No.: 233.065242.00006

 

The recoveries are calculated from equations generated from plots of grade recovery data from the 2024 daily operating data from September through December, during which time the plant was operating the flotation circuit using diesel as a flotation regent extender, and the results of the 210 drill core flotation tests. The grade versus recovery curves for the operating data are provided in Figure 10-20, Figure 10-21, and Figure 10-22 for copper, gold and silver respectively.

 

Table 10-18: Projected Recoveries for Copper, Gold and Silver for LOM Plan Head Grades

 

Copper Gold Silver
Grade
(%)
Drill Data Recovery
(%)
Plant Recovery Data Recovery
 (%)
Grade
(g/t)
Drill Data Recovery
(%)
Plant Recovery Data Recovery
(%)
Grade
(g/t)
Drill Data Recovery
(%)
Plant Recovery Data Recovery
(%)
0.70 83.55 89.29 0.10 75.46 66.59 8.00 64.27 53.13
0.80 84.31 89.89 0.20 75.86 71.93 10.00 64.82 54.91
0.90 84.99 90.42 0.30 76.26 75.05 12.00 65.37 56.69
1.00 85.59 90.89 0.40 76.66 77.26 14.00 65.92 58.47
1.10 86.13 91.32 0.50 77.06 78.98 16.00 66.46 60.25
1.20 86.63 91.71 0.60 77.47 80.39 18.00 67.01 62.03
1.30 87.09 92.07 0.70 77.87 81.57 20.00 67.56 63.81
1.40 87.52 92.40 0.80 78.27 82.60 22.00 68.11 65.59
1.50 87.91 92.71 0.90 78.67 83.51 24.00 68.66 67.37
1.60 88.28 93.00 1.00 79.07 84.32 26.00 69.20 69.15

Notes:

Green cells indicate the range of metal grades expected over LOM 

Yellow cells indicate the range of metal grades where corresponding plant operating recoveries are available.

 

Table 10-19 presents the average metal recoveries selected for the 2018 feasibility study LOM cash flow model and the recovery formulas developed from the operating data for use in the current cash flow model.

 

Table 10-19: Recoveries Selected for Use in the Financial Model Based on LOM Plan

 

Metal Aura Financial Model
(2018 TR)
September – December 2024
Recovery Equations from Daily Operating Data, %
Cu 91.3 Rec=0.0448*ln(Cu%)+0.9089
Au 79.5 Rec=0.077*ln(Au g/t)+0.8432
Ag 62.8 Rec=0.0089*(Ag g/t)+0.4601

 

The feed grade versus recovery curves for copper, gold, and silver are provided in Figure 10-20, Figure 10-21, and Figure 10-22, respectively, for reference.

 

 10-34

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S-K 1300 Technical Report Summary

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SLR Project No.: 233.065242.00006

 

Figure 10-20: Copper Grade versus Copper Recovery for September through December 2024

 

 

Figure 10-21: Gold Grade versus Gold Recovery for September through December 2024

 

 

 10-35

Aura Minerals Inc. | Aranzazu Mine

S-K 1300 Technical Report Summary

March 28, 2025

SLR Project No.: 233.065242.00006

Figure 10-22: Silver Grade versus Silver Recovery for September through December 2024

 

 

10.6QP Opinion

 

The SLR QP is of the opinion that the quantity and quality of metallurgical samples, composite and variability testing, and plant operating performance data are sufficient to support the purpose of the TRS. The primary deleterious element that has an effect on process economics is arsenic. Arsenic occurs in the copper arsenic sulphide minerals, enargite and tennantite, and will report to the concentrate drawing penalties as discussed in Section 10.4.1 of this report.

 

 10-36

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S-K 1300 Technical Report Summary

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SLR Project No.: 233.065242.00006

11.0Mineral Resource Estimates

 

11.1Summary

 

The Aranzazu Mineral Resource estimate encompasses several skarn bodies, including GHFW, GHHW, GHHW_Bajo, GHHW_5, MX, MXS, MX Norte (MXN), MXS Hanging wall (MXS_HW), BW, Conexion, Cabrestante (CAB), CAB Southwest (CAB_SW6), CAB_SW6.1, La Caja, and Esperanzas. The Mineral Resource estimate was prepared by Aura; SLR has audited and accepted the results.

 

The Mineral Resource estimate was based solely on diamond drill hole sample data. Wireframes were constructed using Leapfrog Geo software, and grade interpolation was performed using Ordinary Kriging (OK) and inverse distance squared (ID2), depending on the specific mineralized domain, within Isatis software. Block classification into Measured, Indicated, and Inferred categories was determined based on drill hole spacing and proximity to underground development. SLR validated the results through industry-standard validation methods. Mineralized wireframes were designed using a net smelter return (NSR) threshold of $45/t and a minimum width of two metres, ensuring compliance with Reasonable Prospects for Economic Extraction (RPEE) requirements.

 

Areas already mined were excluded from the Mineral Resource statement, and Mineral Resources are reported exclusive of Mineral Reserves. A detailed summary of the underground Mineral Resources for Aranzazu, effective December 31, 2024, is presented in Table 11-1.

 

Mineral Resources have been classified in accordance with the definitions for Mineral Resources in S-K 1300.

 

Table 11-1: Summary of Mineral Resources – December 31, 2024

 

Category Tonnage (000 t) Average Grade Contained Metal Metallurgical Recovery
Cu
(%)
Au
(g/t)
Ag
(g/t)
Cu
(000 lb)
Au
(000 oz)
Ag
(000 oz)
Measured 6,069 1.06 0.80 17 141,893 155 3,262 91.3% Cu, 79.5% Au, 62.8% Ag
Indicated 4,167 0.81 0.47 14 74,710 64 1,915
Total Measured + Indicated 10,236 0.96 0.67 16 216,603 219 5,178
Inferred 5,623 0.82 0.44 14 101,897 79 2,496

Notes:  
1. The definitions for Mineral Resources in S-K 1300 were followed for Mineral Resources.
2. Mineral Resources are exclusive of Mineral Reserves.
3. The Mineral Resource estimate is reported on a 100% ownership basis.
4. Mineral Resources are reported on an in-situ basis without applying mining dilution, mining losses, or process losses.
5. Mineral Resources are estimated at an NSR cut-off value of $50/t.
6. Mineral Resources are estimated using long-term price of US$2,000 per ounce of gold, US$4.20 per pound of copper, US$25 per ounce of silver, , and a US$/MXN exchange rate of 1:20.5.
7. Metallurgical recoveries are 91.3% for Cu, 79.5% for Au, and 62.8% for Ag.
8. The NSR formula is as follows: NSR = 74.553 x Cu (%) + 47.932 x Au (g/t) + 0.431 x Ag (g/t).
9. A minimum mining width of 2.0 m was used.
10. Estimated bulk density ranges between 2.03 t/m3 and 5.51 t/m3.
11. Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability.
12. Reasonable prospects for economic extraction were met by applying a minimum mining width of 2.0 m, ensuring grade continuity above the cut-off value, and by excluding non-mineable material prior to reporting.
13. Metallurgical recoveries reported as the average over the life of mine.
Numbers may not or multiply correctly due to rounding.

 

 11-1

Aura Minerals Inc. | Aranzazu Mine

S-K 1300 Technical Report Summary

March 28, 2025

SLR Project No.: 233.065242.00006

 

Metal prices were supplied by Aura’s Corporate group and are based on consensus, long term forecasts from banks, financial institutions, and other sources.

 

The SLR QP is of the opinion that with consideration of the recommendations summarized in Sections 1 and 23 of this TRS, any issues relating to all relevant technical and economic factors likely to influence the prospect of economic extraction can be resolved with further work.

 

11.2Resource Database

 

The drill hole database for the Aranzazu deposit was compiled and provided by Aura, with a review conducted by SLR. It is maintained in AcQuire software and includes datasets such as multi-element assay results, lithological logs, alteration descriptions, collar locations, downhole deviation surveys, density measurements, structural observations and RQD values, all organized into separate tables. The Aranzazu database was incorporated into a Seequent Leapfrog 2024.1.1 project, and supplementary Microsoft Excel files were also provided.

 

The Aranzazu database contains data from diamond drilling conducted between 1961 and 2024, comprising 2,585 valid drill holes with a cumulative length of 437,077.56 m and a combination of 218,317 Cu samples, 208,766 Au samples, and 211,579 Ag samples. Details of the database verification process are presented in Section 9 of this Technical Report. The final version of the database, with a cut-off date of July 31, 2024, includes drill hole assay results of M-24-0208 and C-24-1434 as the most recent additions. A total of 1,332 drill holes were added since the last Mineral Resource estimate of 2018, which included drill holes up to 2014. No drilling was completed between 2014 and the estimate prepared in 2018, however, three drill holes were excluded from the current estimate, resulting in 1,329 valid drill holes used for this Mineral Resource estimate:

 

·RW_001 was excluded due to the absence of logged lithology or assays, containing only collar and survey data.

 

·GHP-GMX-04 was excluded due to inconsistencies in lithology compared to newly drilled holes.

 

·M-20-0007 was excluded as it was aborted before reaching the intended target.

 

11.3Geological Interpretation

 

Aura constructed a lithology model for the Aranzazu deposit, integrating regional geological formations and lithological units based on drill hole logging. The modelled formations include the Zuloaga, La Caja, Taraises, Cupido, La Peña, and Cuesta del Cura formations. Additional units include a granodiorite body, an intrusive pipe, marble, porphyry, hornfels, and multiple skarn zones, reflecting the complexity of the deposit's geology. Skarns are emplaced along and between the granodiorite and the different regional formations, as illustrated in Figure 11-1.

 

 11-2

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S-K 1300 Technical Report Summary

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SLR Project No.: 233.065242.00006

 

A mineralization model was developed using a Net Smelter Return (NSR) cut-off of US$45/t. The model was developed using the skarn lithology wireframes as the structural framework, emphasizing the role of skarns as the primary host for the economic mineralization and ensuring the geological controls on mineral distribution were accurately represented. The NSR incorporates contributions from copper (Cu), gold (Au), and silver (Ag), with the calculation formula provided in Section 11.9. Fourteen mineralized wireframes (DOM) were constructed, each respecting a minimum thickness of two metres. The fourteen domains are: GHHW, GHFW, GHHW_Bajo, GHHW_5, MXS, MXN, MXS_HW, CAB, CAB_SW6, CAB_SW6.1, BW, Esperanzas, La Caja, and Conexion (Figure 11-2). These domains extend up to 120 m from drill data or terminate midway between economic and non-economic intersections, with some boundaries relaxed in specific areas to reflect observed but potentially inferred continuity of the mineralization.

 

This combined modelling approach ensures a detailed and accurate representation of both lithological and mineralization characteristics, essential for resource estimation and future planning. Mineralization wireframes and their lithological context are shown in Figure 11-1.

 

 11-3

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S-K 1300 Technical Report Summary

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SLR Project No.: 233.065242.00006

Figure 11-1: Plan View of Principal Lithologies and Mineralization Domains

 

 

 11-4

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S-K 1300 Technical Report Summary

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SLR Project No.: 233.065242.00006

Figure 11-2: Longitudinal View - Mineralization Domains

 

 

 11-5

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S-K 1300 Technical Report Summary

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SLR Project No.: 233.065242.00006

11.4Resource Assays

 

11.4.1Compositing

 

Prior to grade estimation, assay values were composited into fixed intervals of 2 m, as established by Aura. This compositing process, done in Isatis, was applied within the boundaries of the mineralization wireframes (DOM), starting from the drill hole's entry point and extending to its exit. Intervals shorter than 1 m (50% of the interval length) were distributed equally along the interval to ensure consistency across the dataset. Descriptive statistics for the raw assay and composite values are presented in Table 11-2. The statistics are derived from the flagged domain applied to the assay data in Isatis. Samples longer than 5 m, representing low recovery intervals where values from adjacent high recovery samples were assigned due to sampling limitations, were excluded from the raw assay database used in the estimation. Aura omitted the missing values and missing intervals from the dataset. The SLR QP recommends replacing these values with either 0 or the lowest detection limit, depending on the reason for the missing data. The chosen approach should consider whether the gaps are due to geological features (e.g., faults) or drilling and sampling issues, such as poor core recovery, failure to sample due to access constraints, lost holes, or wedges.

 

Table 11-2: Copper, Gold and Copper Assay and Composite Statistics

 

Domain Metal Assay Composite
Count Length
(m)
Min Mean Max CV Count Length
(m)
Min Mean Max CV
GHFW Ag (g/t) 27,557 27,104.58 0.1 21.88 1,285.00 1.27 13,079 27,099.31 0.1 21.88 434.18 1.09
Au (g/t) 27,563 27,120.68 0 1.13 30.70 1.41 13,087 27,115.67 0 1.13 22.24 1.18
Cu (%) 27,633 27234.39 0 1.56 31.74 1.47 13,139 27,227.83 0 1.56 24.46 1.24
GHHW Ag (g/t) 7,550 8,880.74 0.05 14.96 388.00 1.42 4,238 8,883.30 0.05 14.96 338.46 1.19
Au (g/t) 7,508 8,834.34 0 0.74 28.40 1.73 4,216 8,834.32 0 0.74 21.49 1.46
Cu (%) 7,838 9,419.56 0 0.75 23.99 1.43 4,487 9,427.13 0 0.75 14.51 1.17
GHHW_Bajo Ag (g/t) 1,717 1,636.50 0.1 15.61 252.00 1.36 747 1,603.14 0.1 15.40 140.99 1.11
Au (g/t) 1,718 1,638.50 0 0.52 17.10 1.50 748 1,605.23 0 0.51 6.83 1.20
Cu (%) 1,718 1,638.50 0 0.81 11.78 1.16 748 1,605.23 0 0.80 6.70 0.91
GHHW_5 Ag (g/t) 583 930.81 0.1 14.98 356.00 1.71 432 930.81 0.34 14.98 236.70 1.47
Au (g/t) 583 930.81 0 1.44 90.20 3.07 432 930.81 0 1.44 83.74 2.85
Cu (%) 597 960.48 0.01 1.01 20.46 1.63 445 959.98 0.01 1.01 15.58 1.49
MXS Ag (g/t) 5,757 6,835.92 0.05 16.92 343.89 1.39 3,323 6,835.84 0.05 16.92 292.49 1.21
Au (g/t) 5,758 6,837.92 0 0.70 18.51 1.70 3,324 6,837.92 0 0.70 18.51 1.49
Cu (%) 5,995 7,290.23 0 1.56 23.29 1.42 3,537 7,286.84 0 1.55 20.69 1.22
MXS_HW Ag (g/t) 446 685.16 0.05 5.87 84.00 1.38 322 685.16 0.05 5.87 61.12 1.23
Au (g/t) 436 663.06 0 0.43 10.00 1.81 311 663.06 0 0.43 5.01 1.42
Cu (%) 485 743.31 0 0.82 10.10 1.41 348 743.31 0 0.82 7.80 1.25
 11-6

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Domain Metal Assay Composite
Count Length
(m)
Min Mean Max CV Count Length
(m)
Min Mean Max CV
MXN Ag (g/t) 1,874 2,482.18 0.05 14.74 235.00 1.18 1,163 2,482.18 0.05 14.74 122.40 0.93
Au (g/t) 1,767 2,312.74 0 0.36 5.51 1.44 1,082 2,312.74 0 0.36 3.48 1.12
Cu (%) 2,375 3,214.66 0 1.07 22.08 1.42 1,508 3,214.95 0 1.07 17.86 1.14
BW Ag (g/t) 2,753 3,843.88 0.2 25.91 382.00 1.32 1,850 3,839.35 0.2 25.93 349.11 1.19
Au (g/t) 2,202 2,991.64 0 0.41 8.70 1.49 1,436 2,989.70 0 0.41 4.23 1.21
Cu (%) 2,824 4,032.33 0 1.55 21.10 1.35 1,940 4,028.32 0 1.55 18.12 1.20
CAB Ag (g/t) 604 745.91 0.2 34.28 800.00 2.17 345 746.12 0.25 34.28 417.05 1.72
Au (g/t) 443 496.86 0 1.14 18.60 1.75 231 498.40 0 1.16 13.46 1.49
Cu (%) 668 829.20 0 1.29 23.13 1.58 385 831.07 0 1.29 10.46 1.24
CAB_SW6 Ag (g/t) 239 361.83 0.1 18.91 137.00 1.28 170 362.85 0.1 18.93 125.25 1.14
Au (g/t) 239 361.83 0 0.70 28.30 2.96 170 362.85 0 0.70 15.67 2.45
Cu (%) 238 359.83 0 0.87 7.39 1.26 169 360.85 0 0.87 3.97 1.10
CAB _SW6.1 Ag (g/t) 66 113.50 1.2 30.91 441.00 2.06 55 113.50 1.8 30.91 343.40 1.80
Au (g/t) 66 113.50 0 0.68 8.37 1.62 55 113.50 0.02 0.68 6.35 1.41
Cu (%) 66 113.50 0.01 1.44 10.00 1.27 55 113.50 0.02 1.44 6.94 1.11
Esperanzas Ag (g/t) 41 35.80 2.1 11.10 125.00 1.21 14 35.80 3.46 11.10 29.77 0.65
Au (g/t) 41 35.80 0.02 0.35 2.20 1.09 14 35.80 0.07 0.35 0.92 0.71
Cu (%) 41 35.80 0.09 0.66 8.02 1.37 14 35.80 0.24 0.66 1.92 0.74
La Caja Ag (g/t) 99 79.91 0.25 10.37 49.40 0.89 38 79.91 0.53 10.37 28.47 0.70
Au (g/t) 99 79.91 0.01 0.84 5.72 1.22 38 79.91 0.11 0.84 3.55 0.85
Cu (%) 99 79.91 0 0.72 3.54 0.93 38 79.91 0 0.72 2.16 0.78
Conexion Ag (g/t) 300 258.61 0.25 10.08 135.00 1.59 121 258.61 0.25 10.08 99.56 1.29
Au (g/t) 300 258.61 0 0.32 2.24 1.43 121 258.61 0 0.32 1.43 1.13
Cu (%) 300 258.61 0 0.57 5.60 1.49 121 258.61 0 0.57 4.12 1.17

 

11.4.2Treatment of High Grade Assays

 

11.4.2.1Capping Levels

 

Capping on composites aligns with the estimation scale, prevents over-smoothing, retains geological context, and provides a balanced approach to managing outliers while maintaining data variability. Aura designed the capping strategy, which was later subjected to a detailed review by SLR. This review involved analyzing various data aspects, including raw assay statistics, composite data, histograms, log-probability plots, disintegration and decile analyses, to independently establish capping thresholds for each domain. Not all domains required capping. The capped copper, gold, and silver composite statistics for Aranzazu, broken down by capped domain, are summarized in Table 11-3.

 

 11-7

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Table 11-3: Copper, Gold, and Silver Composite Statistics and Capping Levels

 

Domain Metal Min Max Mean CV Cap No. of Cap Capped Mean Capped CV % Metal Loss
GHFW Cu (%) 0.0 24.46 1.56 1.24 18 18 1.56 1.21 0.29
Au (g/t) 0.0 22.24 1.13 1.18 12 8 1.12 1.16 0.19
Ag (g/t) 0.1 434.18 21.88 1.09 238 10 21.87 1.05 0.3
GHHW Cu (%) 0.0 14.51 0.75 1.17 8 5 0.74 1.1 0.36
Au (g/t) 0.0 21.49 0.74 1.46 7 19 0.72 1.29 1.99
Ag (g/t) 0.05 338.46 14.96 1.19 155 10 14.77 1.12 0.64
GHHW_BAJO Cu (%) 0 6.70 0.80 0.91 8 0 0.8 0.9 0
Au (g/t) 0 6.83 0.51 1.20 7 0 0.51 1.2 0
Ag (g/t) 0.1 140.99 15.40 1.11 155 0 15.4 1.11 0
GHHW_5 Cu (%) 0.01 15.58 1.01 1.49 4.3 11 0.92 0.99 8.92
Au (g/t) 0 83.74 1.44 2.85 10 3 1.27 1.09 12.77
Ag (g/t) 0.34 236.70 14.98 1.47 91 7 14 1.12 6.68
MXS Cu (%) 0 20.69 1.55 1.22 12 18 1.54 1.14 1.14
Au (g/t) 0 18.51 0.70 1.49 7 11 0.69 1.35 1.65
Ag (g/t) 0.05 292.49 16.92 1.21 146 10 16.82 1.14 0.85
MXS_HW Cu (%) 0 7.80 0.82 1.25 4.4 8 0.78 1.06 5.66
Au (g/t) 0 5.01 0.43 1.42 1.65 7 0.4 1.09 7.94
Ag (g/t) 0.05 61.12 5.87 1.23 24 11 5.65 1.08 4.32
MXN Cu (%) 0 17.86 1.07 1.14 7 11 1.04 0.99 20.05
Au (g/t) 0 3.48 0.36 1.12 2.34 8 0.35 1.03 1.35
Ag (g/t) 0.05 122.40 14.74 0.93 92 6 14.65 0.91 0.35
BW Cu (%) 0 18.12 1.55 1.20 12 10 1.54 1.14 1.01
Au (g/t) 0 4.23 0.41 1.21 2.4 20 0.39 1.09 2.52
Ag (g/t) 0.2 349.11 25.93 1.19 255 2 25.93 1.17 0.2
CAB Cu (%) 0 10.46 1.29 1.24 7 7 1.26 1.17 2.07
Au (g/t) 0 13.46 1.16 1.49 7.6 3 1.12 1.36 3.08
Ag (g/t) 0.25 417.05 34.28 1.72 180 11 30.19 1.34 11.53
CAB SW 6.1 Cu (%) 0.02 6.94 1.44 1.11 5 3 1.34 1.01 4.33
Au (g/t) 0.02 6.35 0.68 1.41 2 4 0.59 0.98 12.33
Ag (g/t) 1.8 343.40 30.91 1.80 143 2 26.03 1.43 12.26

 

11.4.2.2High Grade Restriction

 

High-grade restrictions were not applied because the capping process itself effectively limited the influence of extreme values, ensuring that the high-grade samples did not disproportionately impact the surrounding grade distribution in the estimation model.

 

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11.5Trend Analysis

 

11.5.1Grade Contouring

 

The continuity of copper, gold, and silver grades at Aranzazu were assessed by SLR by generating grade shells for each zone within the mineralized envelopes using Leapfrog. This process identified several moderate to steep plunging trends, with the principal trend typically oriented from west to east. Grade contouring examples for gold in zone GHHW and for copper in GHFW are illustrated in Figure 11-3 and Figure 11-4Figure 11-4. The orientation of these trends was instrumental in guiding the experimental variography and the setup of the search ellipses.

 

The SLR QP recommends that Aura introduce in their procedures detailed trend analyses and grade contouring to identify spatial patterns and directional grade continuity within mineralized zones. Using these insights ensures that the interpolation accurately reflects geological trends.

 

The SLR QP also suggests exploring the use of sub-domains for individual elements to better capture their specific trends. This approach may improve the estimate by allowing for adjustments such as higher capping in areas where distal low-grade copper is excluded and may also lead to more stable variogram results.

 

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Figure 11-3: Gold Grade Contouring of Domain GHHW

 

 

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Figure 11-4: Copper Grade Contouring of Domain GHFW

 

 

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11.5.2Variography

 

For all resource domains and economic elements (Cu, Au, and Ag), experimental variogram models were created by Aura in Isatis software to evaluate grade continuity using their original units, with additional normal scored variograms generated for select cases. They were subsequently reproduced and verified in Leapfrog Edge by SLR. Trends identified through grade contouring were critical in supporting the primary directions of continuity for variogram modelling. Stable variograms were successfully developed for domains with higher sample densities, including GHHW, GHFW, GHHW_Bajo, GHHW_5, MXS, MXN, MXS_HW, and BW. Ordinary kriging was employed for grade estimation within these domains, while ID2 was applied to the remaining domains where fewer samples were available. Details of the stable variogram parameters are provided in Table 11-4.

 

The variograms supported the definition of search ellipsoid anisotropy, highlighted linear trends in the dataset, and informed decisions for Mineral Resource classification. Figure 11-5 presents the variograms for copper, gold, and silver in the GHFW domain.

 

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Table 11-4: Copper, Gold and Silver Variogram Parameters

 

Domain Rotations1 Nugget Variances2 Structure 1
Type
Structure 2
Type
Structure 1 Ranges (m)3 Structure 2 Ranges (m)
Cu
GHHW (77/30/285) 0.25 (0.58,0.17) Exponential Spherical (20,20,17) (102,100,23)
GHFW (60/40/295) 0.31 (0.58, 0.09) Exponential Spherical (16,15,10) (38,30,15)
GHHW_Bajo (77/30/285) 0.31 (0.47,0.22) Exponential Spherical (20,20,17) (102,100,23)
MXS (59/20/265) 0.50 (0.24,0.25) Spherical Spherical (11,10,10) (21,20,13)
MXN (80/65/290) 0.40 (0.20,0.40) Spherical Spherical (20,15,2) (40,33,5)
MXS_HW (75/26/309) 0.11 (0.14,0.73) Spherical Spherical (54,29,14) (71,68,28)
BW (75/24/92) 0.39 (0.53,0.07) Spherical Spherical (9,9,6) (12,10,10)
Au
GHHW (77/30/285) 0.25 (0.55,0.20) Exponential Spherical (60,50,17) (120,115,23)
GHFW (60/40/290) 0.43 (0.43,0.13) Exponential Spherical (29,26,11) (40,34,20)
GHHW_Bajo (77/30/285) 0.25 (0.57,0.17) Exponential Spherical (38,18,3) (102,35,5)
MXS (59/20/265) 0.33 (0.6,0.07) Spherical Spherical (15,13,12) (41,20,19)
MXN (80/65/290) 0.53 (0.44,0.12) Spherical Spherical (16,15,6) (30,26,12)
MXS_HW (73/31/105) 0.20 (0.46,0.31) Spherical Spherical (19,30,18) (68,80,28)
BW (80/35/90) 0.53 (0.32,0.13) Spherical Spherical (13,12,9) (50,30,13)
Ag
GHHW (75/30/290) 0.34 (0.41,0.28) Spherical Spherical (20,25,13) (48,40,20)
GHFW (60/40/295) 0.33 (0.57, 0.10) Spherical Spherical (16,13,10) (37,30,19)
GHHW_Bajo (75/30/290) 0.17 (0.37,0.46) Spherical Spherical (30,28,10) (75,100,15)
MXS (59/20/265) 0.34 (0.55, 0.11) Spherical Spherical (15,7,10) (31,17,14)
MXN (80/65/290) 0.49 (0.48,0.02) Spherical Spherical (18,10,3) (30,20,5)
MXS_HW (71/30/112) 0.12 (0.77,0.09) Spherical Spherical (24,32,21) (84,52,32)
BW (80/35/90) 0.18 (0.80,0.01) Spherical Spherical (13,22,17) (26,26,19)

Notes: 

1.       Isatis rotation (Dip, Dip Azimuth, Pitch)

2.       Variance for structures 1 and 2 (C1, C2)

3.       Ranges in Major, Semi-Major and Minor directions

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Figure 11-5: GHFW Variograms of Copper, Gold and Silver

 

 

The SLR QP recommends updating regularly the variography studies with new data to better define grade continuity and variability. This will help optimize search parameters and influence classification criteria based on improved understanding of spatial relationships.

 

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11.6Search Strategy and Grade Interpolation Parameters

 

Parent block estimates were completed using both the OK and ID2 methods. The estimation process consisted of four progressively expanding interpolation passes. Anisotropic search ellipses, aligned with observed grade plunges, were utilized for grade estimation across all zones. Specific dimensions and orientations of the search ellipses are summarized in Table 11-5, while the composite selection strategy is outlined in Table 11-6.

 

Table 11-5: Search Strategy and Grade Interpolation Parameters

 

Domain Method Used for Ellipsoid Directions1 Pass 1 (P1) Pass 2 (P2) Pass 3 (P3) Pass 4 (P4)
X Y Z X Y Z X Y Z X Y Z
GHFW OK Cu 60/40/295 25 20 15 50 40 30 100 80 60 360 180 145
Au 60/40/290
Ag 60/40/295
GHHW OK Cu 77/30/285 25 20 15 50 40 30 100 80 60 360 180 145
Au 77/30/285
Ag 75/30/290
GHHW_Bajo OK Cu 77/30/285 25 20 15 50 40 30 100 80 60 360 180 145
Au 77/30/285
Ag 75/30/290
GHHW_5 ID2 Cu 82/222/50 25 20 15 50 40 30 100 80 60 360 180 145
Au
Ag
MXS OK Cu 59/20/265 25 20 15 50 40 30 100 80 60 360 180 145
Au 59/20/265
Ag 59/20/265
MXS_HW OK Cu 75/26/309 25 20 15 50 40 30 100 80 60 360 180 145
Au 73/31/105
Ag 71/30/112
MXN OK Cu 80/65/290 25 20 15 50 40 30 100 80 60 360 180 145
Au 80/65/290
Ag 80/65/290
 11-15

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Domain Method Used for Ellipsoid Directions1 Pass 1 (P1) Pass 2 (P2) Pass 3 (P3) Pass 4 (P4)
X Y Z X Y Z X Y Z X Y Z
BW OK Cu 75/24/92 25 20 15 50 40 30 100 80 60 360 180 145
Au 80/35/90
Ag 80/35/90
CAB ID2 Cu 76/50/300 25 20 15 50 40 30 100 80 60 360 180 145
Au
Ag
CAB_SW6 ID2 Cu 76/146/40 25 20 15 50 40 30 100 80 60 360 180 145
Au
Ag
CAB _SW6.1 ID2 Cu 88/240/60 25 20 15 50 40 30 100 80 60 360 180 145
Au
Ag
Esperanzas ID2 Cu 42/40/320 25 20 15 50 40 30 100 80 60 360 180 145
Au
Ag
La Caja ID2 Cu 42/49/90 25 20 15 50 40 30 100 80 60 360 180 145
Au
Ag
Conexion ID2 Cu 62/25/40 25 20 15 50 40 30 100 80 60 360 180 145
Au
Ag

Notes:

1.       Isatis Directions.

 

Table 11-6: Composite Selection Plan

 

Pass Min Samples Max Samples Max Samples per Drill Hole
P1 12 24 3
P2 12 24 3
P3 6 12 3
P4 2 12 1

 

To continuously improve the model, the SLR QP recommends evaluating and refining the interpolation approach as new data becomes available. This includes assessing whether current methods (e.g., OK or ID2) remain appropriate for specific zones, if the pass sizes are still acceptable, or if the composite selection strategy is still adequate. It also includes implementing dynamic anisotropy to improve the accuracy of grade interpolation by aligning the search ellipsoid with the variable orientations of mineralized domains such as folding, faulting, and plunging trends. By integrating dynamic anisotropy, the resource model better reflects the true grade continuity, enhances resource classification reliability, and aligns with the structural complexity typical of skarn deposits.

 

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11.7Bulk Density

 

The database contains 8,581 density measurements, averaging 2.98 g/cm³. A review of density within lithology and mineralization wireframes revealed higher values in skarn lithologies, with averages ranging from 2.88 g/cm³ to 3.28 g/cm³, compared to marbles, porphyries, limestone, granodiorite, and breccias, which fall between 2.58 g/cm³ and 2.86 g/cm³. Within the estimation domains, primarily associated with skarn lithologies, density averages range from 2.60 g/cm³ to 3.54 g/cm³, as shown in Table 11-7. However, some high maximum values exceeding 5 g/cm³ were noted. These outliers should be reviewed to determine whether they represent valid data points or should be excluded from the density estimation to avoid skewing results. Many lithologies and domains still lack sufficient data to provide a clear representation of their true density. For the estimation process, density was interpolated in Isatis software using the ID2 method across three interpolation passes, as detailed in Table 11-7. For domains with limited data, Aura still estimated the density within the domain. The SLR QP recommends expanding density sampling across all lithologies, domains and domain’s shoulders, with particular focus on under-sampled domains, and reviewing high maximum values to enhance the accuracy of future estimations. In addition, the SLR QP recommends that Aura perform a reconciliation analysis to evaluate the accuracy of their density estimates at the Mine.

 

Table 11-7: Density Values per Domain

 

Name Count Length Mean (g/cm3) SD1 CV2 Min (g/cm3) Max (g/cm3)
GHHW 432 43.03 3.09 0.50 0.16 2.01 5.66
GHFW 1,897 188.59 3.15 0.55 0.18 2.01 5.77
GHHW_Bajo 103 10.30 3.06 0.50 0.16 2.01 4.86
GHHW_5 24 2.35 2.60 0.42 0.16 2.10 3.43
MXS 405 40.21 3.07 0.50 0.16 2.03 4.73
MXN 172 16.95 3.37 0.47 0.14 2.29 4.30
MXS_HW 43 4.30 2.93 0.38 0.13 2.31 3.76
CAB 27 2.70 3.41 0.57 0.17 2.52 4.62
CAB_SW6 23 2.30 3.28 0.38 0.12 2.53 4.02
CAB_SW6.1 7 0.70 3.01 0.30 0.10 2.45 3.43
BW 191 18.60 3.19 0.57 0.18 2.08 4.91
La Caja 2 0.20 3.54 0.14 0.04 3.44 3.64
Esperanzas 3 0.30 3.42 0.32 0.09 3.06 3.65
Conexion 28 2.60 3.50 0.46 0.13 2.31 4.27

Notes:

1.       Standard deviation

2.       Coefficient of variation

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11.8Block Models

 

The block model setup and interpolation were performed using Isatis software. Each of the 14zones was assigned a distinct block model; however, all models share a common origin and dimensions. This consistent configuration ensures efficient alignment across the zones and facilitates the seamless transfer of multiple block models to engineering. Parent blocks of 2 m x2 m x 2 m were used. Additionally, the selected block sizes are deemed suitable by SLR for the deposit geometry and the proposed mining methods. Position and dimensions of the block model are presented in Table 11-8.

 

Table 11-8: Block Model Extents and Dimensions

 

Type X Y Z
Minimum Corner 252,579 2,723,934 1,090
No. of Blocks/Nodes 1,280 639 643
Parent Block Size (m) 2 2 2
Rotation (°)1 32 0 0

Notes:

1.       Leapfrog rotation

 

Although the current block model dimensions are satisfactory for the mining methods used at site, the SLR QP recommends adopting sub-blocking to capture finer geological details, especially at domain boundaries and within areas of complex grade variability. This will improve the precision of volume and grade estimates, ensuring a more realistic representation of narrow and irregularly shaped mineralized zones.

 

11.9Cut-off Value

 

A Net Smelter Return (NSR) was applied to evaluate and classify ore blocks in the model. The NSR calculation transforms copper (Cu %), gold (Au g/t), and silver (Ag g/t) grades from the block model into a revenue value per tonne. This methodology ensures that economic and operating factors are integrated into the Resource estimation process. Parameters used to calculate the NSR value for Mineral Resources are listed in Table 11-9.

 

Metal prices used were supplied by Aura and are based on consensus long term forecasts from banks, financial institutions, and other sources.

 

Metallurgical recoveries were based upon achieved plant performance at the time of NSR analysis. The metallurgical recoveries applied in the LOM plan were informed by new test work and vary over time with fluctuating feed grades and thus do not match those used in the NSR calculation. The SLR QP does not consider these differences to be material.

 

A cut-off value of US$50 per tonne was used for Mineral Resources. This cut-off accounts for approximately 75% of the unit operating costs (US$66.48 per tonne) and ensures that the Mineral Reserve is fully encompassed within the Mineral Resource, while also delineating the lower-grade mineralized envelope. The $50/t cut-off value approximates a marginal cut-off value, with fixed portions of mining, processing, and G&A operating costs removed. The calculation of the break-even cut-off value is presented in Section 12.5 under Mineral Reserves.

 

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The NSR formula used for Mineral Resources is:

 

NSR = 74.553 * Cu (%) + 47.932 * Au (g/t) + 0.431 * Ag (g/t)

 

Table 11-9: Mineral Resource NSR Parameters

 

Item Unit Value
Copper Metallurgical Recovery % 91.3
Gold Metallurgical Recovery % 79.5
Silver Metallurgical Recovery % 62.8
Copper Price US$/lb 4.20
Gold Price US$/oz 2,000
Silver Price US$/oz 25.00
Break-Even Cut-Off Value US$/t 50.00

 

Mineral Resources were reported at a US$50/t NSR cut-off value and a 2.0 m minimum thickness with grade continuity above the cut-off to ensure that the minimum criteria for RPEE were met. While the 2-m wireframe minimum mining thickness and grade continuity above the cut-off value satisfy the criteria for RPEE, the SLR QP recommends investigating the use of underground reporting shapes developed using a stope optimiser to better align with current industry standards.

 

The same metal prices however different cut-off values were used for estimating Mineral Resources and Mineral Reserves. Aura has been using this methodology at Aranzazu since 2016. The SLR QP notes that this approach is not industry standard but considers the approach to have adequately defined a lower economic hurdle for Mineral Resources compared to Mineral Reserves. The SLR QP is of the opinion that an alternative methodology should be used where higher metal prices are used for Mineral Resources and the cut-off value be held constant. The SLR QP calculated the increase in metal prices required to bring the NSR value of the average ore tonne up by $16.48, which is the difference between the Resource and Reserve cut-off value. The results are presented in Table 11-10. This could be achieved by increasing the gold price by 10% to US$2,200/oz and copper price by 12.6% to US$4.73/lb. The SLR QP considers these metal prices to be in-line with prices in use at comparable projects.  

 

Table 11-10: Metal Price Adjustments

 

Metal Price Unit Mineral Resource Price Equivalent Price to Match Reserve Cut-off % Difference
Copper Price US$/lb 4.20 4.73 12.6%
Gold Price US$/oz 2,000 2,200 10.0%
Silver Price US$/oz 25.00 25.00 0.0%

 

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11.10Classification

 

Definitions for resource categories used in this TRS are those defined by SEC in S-K 1300. Mineral Resources are classified into Measured, Indicated, and Inferred categories.

 

In the S-K 1300 classification, a Mineral Resource is defined as “a concentration or occurrence of material of economic interest in or on the Earth’s crust in such form, grade or quality and quantity that there are reasonable prospects for economic extraction”. Mineral Resources are classified into Measured, Indicated, and Inferred categories. A Mineral Reserve is defined as the “economically mineable part of a Measured and/or Indicated Mineral Resource” demonstrated by studies at Pre-Feasibility or Feasibility level as appropriate. Mineral Reserves are classified into Proven and Probable categories.

 

The classification of Mineral Resources for Aranzazu is primarily determined by drill hole spacing and proximity to development. SLR reviewed and updated the classification criteria, which are detailed in Table 11-11 below. Measured Resources require the closest drill hole spacing and proximity to existing development, ensuring a high level of confidence in the data. Indicated resources are defined by moderately spaced drilling, while Inferred resources encompass broader drill hole spacing, reflecting a lower confidence level.

 

Drill hole spacing was calculated based on the average distance to the closest sample multiplied by a coefficient of 1.42 (± square root of 2). These criteria have been refined to align with geological understanding, ensure continuity of grade, and establish cohesive classification boundaries. In some instances, lower-grade material has been included to preserve continuity and support a more robust resource model.

 

Table 11-11: Mineral Resource Classification Parameters

 

Classification Criteria
Measured Up to approximately 15 m from existing development, drill spacing up to 25 m. Minimum of three drill holes.
Indicated Drill spacing up to approximately 50 m. Minimum of three drill holes.
Inferred Drill spacing up to approximately 100 m (150 m tolerated locally where presence of grade continuity). Minimum of three drill holes.

 

Figure 11-6 and Figure 11-7 illustrate the classification with the mined-out material and reserves (proven and probable combined) above the NSR cut-off value of $50/t for GHFW and GHHW, respectively. For reporting Mineral Resources the SLR QP visually reviewed the classified material that is unmined, above the cut-off grade. During the review, the SLR QP identified areas with sparse blocks that do not meet the Reasonable Prospects for Economic Extraction (RPEE) criteria. To address this, depletion solids were created to exclude these areas from the resource estimate, ensuring compliance with reporting standards and improving the reliability of the results.

 

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Figure 11-6: Classified Material above the $50/t NSR Cut-Off Value of GHFW

 

 

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Figure 11-7: Classified Material above the $50/t NSR Cut-Off Value of GHHW

 

 

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11.11Block Model Validation

 

To ensure the quality and reliability of the block model, several validation techniques were employed:

 

·Visual Comparisons: Composite and block grades were visually inspected to confirm that estimated grades align with input data (see Figure 11-8 and Figure 11-9.

 

·Statistical Comparisons: Mean grade values for Cu, Au and Ag from different interpolation methods, including ID2, OK, and nearest neighbor (NN), were compared using swath plots. Swath plots were generated in both Isatis and Leapfrog Edge software. The latest are presented in Figure 11-10 and Figure 11-11.

 

·Volume Consistency: The total volume of the wireframe model was cross-checked against the block model (Table 11-12).

 

·Estimation Method Analysis: Statistics for NN, ID2, and OK estimations were evaluated to assess consistency and reliability (Table 11-13).

 

Based on the block model validation, the SLR QP is of the opinion that the Resource block model is suitable for estimating Mineral Resources and the Mineral Resource estimates for Aranzazu are robust, appropriate for public reporting, and capable of supporting Mineral Reserve estimation.

 

·Visual inspections and statistical evaluations confirm the estimation process is functioning as intended, with appropriate grade boundaries and input data use. There is no significant over-extrapolation, and the smoothing effect of the block model relative to raw data is consistent with expectations.

 

·The volume checks further affirm that the block model accurately represents the in situ mineralization.

 

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Figure 11-8: Copper Blocks and Composites Visual Validation of GHFW

 

 

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Figure 11-9: Gold Blocks and Composites Visual Validation of GHHW

 

 

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Figure 11-10: Copper Swath Plots in X, Y and Z of GHFW

 

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Figure 11-11: Silver Swath Plots in X, Y and Z of GHHW

 

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Table 11-12: Wireframe to Block Model Volume Confirmation

 

Domain Wireframe Volume (m3) Block Model Volume (m3) Δ
GHFW 5,334,000 5,333,824 100.00%
GHHW 4,989,600 4,993,328 99.93%
GHHW_Bajo 1,248,800 1,249,760 99.92%
GHHW_5 287,570 287,208 100.13%
MXS 1,121,500 1,123,936 99.78%
MXS_HW 213,360 213,480 99.94%
MXN 769,060 769,664 99.92%
BW 495,600 495,888 99.94%
CAB 716,380 717,184 99.89%
CAB_SW6 341,670 340,792 100.26%
CAB _SW6.1 33,076 33,184 99.67%
Esperanzas 100,390 100,888 99.51%
La Caja 135,370 135,328 100.03%
Conexion 332,330 332,672 99.90%

 

Table 11-13: Copper, Gold and Silver Block Model Statistics for NN, ID2, and OK

 

Domain Mean (% Cu) Mean (g/t Au) Mean (g/t Ag)
NN ID2 OK NN ID2 OK NN ID2 OK
GHFW 1.54 1.56 1.54 1.09 1.10 1.09 21.04 21.31 20.94
GHHW 0.81 0.77 0.77 0.65 0.61 0.62 15.16 14.66 14.61
GHHW_Bajo 0.81 0.85 0.85 0.52 0.54 0.55 14.24 8.13 15.40
GHHW_5 0.94 0.87   1.39 1.29 - 14.88 13.84 -
MXS 1.51 1.49 1.48 0.70 0.71 0.70 15.64 15.99 15.72
MXS_HW - 0.77 0.81 - 0.35 0.35 - 5.40 5.25
MXN 1.11 1.03 1.04 0.31 0.31 0.31 13.01 13.25 13.76
BW 1.41 1.42 1.41 0.35 0.37 0.37 22.67 22.63 22.28
CAB 1.14 1.15 - 0.86 0.96 - 26.76 26.20 -
CAB_SW6 0.92 0.89 - 0.52 0.52 - 21.32 19.10 -
CAB _SW6.1 1.70 1.60 - 0.60 0.61 - 29.77 27.60 -
Esperanzas 0.68 0.64 - 0.36 0.34 - 11.20 11.15 -
La Caja 0.68 0.60 - 0.79 0.80 - 10.47 9.11 -
Conexion 0.59 0.68 - 0.33 0.35 - 10.45 12.00 -

 

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Domain Max (% Cu) Max (g/t Au) Max (g/t Ag)
NN ID2 OK NN ID2 OK NN ID2 OK
GHFW 24.46 17.90 17.10 22.24 11.37 8.88 434.18 236.77 228.44
GHHW 14.51 7.65 6.48 21.49 6.98 6.42 338.46 152.92 99.72
GHHW_Bajo 6.70 5.78 4.57 6.83 4.13 4.00 140.99 113.71 114.96
GHHW_5 15.58 4.15 - 83.74 8.45 - 236.70 88.01 -
MXS 20.69 11.67 8.43 18.51 6.80 5.47 292.49 140.43 127.15
MXS_HW - 6.24 4.18 - 4.52 1.24 - 120.77 22.65
MXN 17.86 6.70 5.42 3.48 2.28 1.65 122.40 79.41 53.10
BW 18.12 10.90 10.07 4.23 2.39 1.82 349.11 217.46 201.78
CAB 10.46 6.59 - 13.46 7.54 - 417.05 173.09 -
CAB_SW6 3.97 3.79 - 15.67 13.50 - 125.25 106.32 -
CAB _SW6.1 6.94 4.96 - 6.35 2.00 - 343.40 140.71 -
Esperanzas 1.92 1.70 - 0.92 0.92 - 29.77 27.07 -
La Caja 2.16 1.86 - 3.55 3.07 - 28.47 24.39 -
Conexion 4.12 3.68 - 1.43 1.35 - 99.56 88.71 -
Domain CV (Cu) CV (Au) CV (Ag)
NN ID2 OK NN ID2 OK NN ID2 OK
GHFW 1.25 0.78 0.70 1.22 0.76 0.69 1.12 0.74 0.68
GHHW 1.06 0.59 0.50 1.54 0.81 0.73 1.14 0.62 0.54
GHHW_Bajo 0.87 0.50 0.45 1.13 0.63 0.56 1.02 0.80 0.65
GHHW_5 1.44 0.61 - 2.09 0.58 - 1.41 0.63 -
MXS 1.17 0.59 0.52 1.46 0.76 0.72 1.17 0.62 0.56
MXS_HW - 0.64 0.61 - 0.68 0.58 - 0.90 0.66
MXN 1.07 0.48 0.42 1.05 0.58 0.50 0.84 0.43 0.32
BW 1.23 0.64 0.57 1.32 0.70 0.58 1.29 0.72 0.80
CAB 0.97 0.55 - 1.52 0.82 - 1.38 0.78 -
CAB_SW6 1.05 0.65 - 1.71 1.46 - 1.19 0.71 -
CAB _SW6.1 0.97 0.44 - 1.00 0.46 - 1.29 0.69 -
Esperanzas 0.71 0.32 - 0.68 0.33 - 0.61 0.24 -
La Caja 0.72 0.50 - 0.89 0.35 - 0.65 0.42 -
Conexion 0.86 0.55 - 1.25 0.60 - 0.95 0.66 -
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11.12Mineral Resource Reporting

 

11.12.1Sources of Uncertainty

 

Mineral Resources are not Mineral Reserves and do not have demonstrated economic viability, nor is there certainty that all or any part of the Mineral Resource estimated here will be converted to Mineral Reserves through further study.

 

Uncertainty in the reporting of Mineral Resources may arise from factors such as sampling or drilling methods, data handling and processing, geological modelling, and grade estimation procedures. At the Property, these uncertainties vary depending on the assigned classification of the Mineral Resources. The SLR QP has not identified any significant technical or economic factors that would require resolution to support the current Mineral Resource estimate.

 

The SLR QP is of the opinion that with the implementation of the recommendations outlined in Sections 1 and 23 of this Technical Report Summary (TRS), any outstanding issues related to technical and economic factors affecting the prospect of economic extraction can be addressed through additional work.

 

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SLR Project No.: 233.065242.00006

12.0Mineral Reserve Estimates

 

12.1Summary

 

The current Aranzazu Mineral Reserve estimates, as prepared by Aura and reviewed and accepted by SLR, effective as at December 31, 2024, are summarized in Table 12-1.

 

Table 12-1: Summary of Mineral Reserves – December 31, 2024

 

Category Tonnage
(000 t)
Average Grade Contained Metal
Cu
(%)
Au
(g/t)
Ag
(g/t)
Cu
(000 lb)
Au
(000 oz)
Ag
(000 oz)
Proven 6,783 1.10 0.73 16 164,132 158 3,519
Probable 4,690 0.97 0.52 17 99,970 79 2,611
Total Proven + Probable 11,473 1.04 0.64 17 264,102 237 6,129

Notes:

1.       The definitions for Mineral Reserves in S-K 1300 were followed for Mineral Reserves.

2.       The Mineral Reserves were estimated by Aura and reviewed and accepted by SLR.

3.       The Mineral Reserve estimate is reported on a 100% ownership basis.

4.       Mineral Reserves are reported on an in-situ basis after applying dilution and mining recovery.

5.       Mineral Reserves are estimated at an NSR cut-off value of US$66.48/tonne.

6.       Mineral Reserves are estimated using an average long-term price of US$2,000/oz Au, US$4.20/lb Cu, and US$25.00/oz Ag, metallurgical recoveries of 91.3% Cu, 79.5% Au, and 62.8% Ag, and a US$/MXN exchange rate of 1:20.5.

7.       The NSR formula is as follows: NSR = 74.553 x Cu (%) + 47.932 x Au (g/t) + 0.431 x Ag (g/t).

8.       A minimum mining width of 2.0 m was used.

9.       Bulk density is estimated and has an average value of 3.08 t/m3.

10.     Metallurgical recoveries reported as average over the life of mine.

11.     Numbers may not add or multiply correctly due to rounding.

 

Metal prices were supplied by Aura’s Corporate group and are based on consensus, long term forecasts from banks, financial institutions, and other sources.

 

The SLR QP is not aware of any risk factors associated with, or changes to, any aspects of the modifying factors such as mining, metallurgical, infrastructure, permitting, or other relevant factors that could materially affect the Mineral Reserve estimate.

 

12.2Comparison with Previous Estimate

 

The 2024 Mineral Reserve estimate has a net increase of 1,342 kt (13%) of ore compared with the previous Mineral Reserve estimate effective as at December 31, 2023 (Aura 2024c). Although tonnes increased, metal grades decreased, which resulted in 2% and 3% reductions in contained copper and gold, respectively.

 

The most significant change was the metal price assumptions, which were increased from $4.00 to $4.20 per pound copper, $1,800 to $2,000 per ounce gold, and $22 to $25 per ounce silver. The increased prices permit lower grade material to meet cut-off and become economic which has increased the width of economic mineralization compared to previous years. This largely explains the increase in ore tonnes and a decrease in metal grades.

 

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Additionally, there were small increases in Reserves that were related to Resource model updates that incorporated new drilling information and minor changes to the Indicated classification boundary.

 

The increase in Mineral Reserve tonnes and the grade reductions were partially offset by an increase to NSR cut-off value from $63.00 per tonne to $66.48 per tonne to reflect recent production costs. Depletion for 2024 totalled 1,219 kt, which was removed from the updated estimate.

 

The 2024 and 2023 Mineral Reserve estimates are presented Table 12-2.

 

Table 12-2: Mineral Reserves Comparison to Previous Estimates

 

Category Tonnage
(000 t)
Cu Grade
(%)
Contained Cu
(000 lbs)
Au Grade
(g/t)
Contained Au
(Moz)
Ag Grade
(g/t)
Contained Ag
(Moz)
December 31, 2024 Proven & Probable Reserves
Proven 6,783 1.10 164,132 0.73 158 16.13 3,519
Probable 4,690 0.97 99,970 0.52 79 17.31 2,611
Total 11,473 1.04 264,102 0.64 237 16.62 6,129
December 31, 2023 Proven & Probable Reserves
Proven 7,095 1.27 199,022 0.83 189 17.69 4,034
Probable 3,036 1.07 71,364 0.57 56 17.28 1,687
Total 10,131 1.21 270,386 0.75 245 17.56 5,721

Notes: 

1.   Mineral Reserve Estimate of 2023 is from Aura Annual Information Form (AIF) dated April 1, 2024, with an effective date of December 31, 2023 (Aura 2024c). The current Mineral Reserve Estimate effective date is December 31, 2024.

 

12.3Conversion to Mineral Reserves

 

The Mineral Resource block model provided by the site Geology department to the Mine Engineering department forms the basis for estimating Mineral Reserves. Mineral Reserves estimates were defined by the Aura Mine Planning team and have been reviewed and accepted by the SLR QP. Mine design and Mineral Reserve work are completed using Deswik™ software.

 

There are four mining zones that include Measured and Indicated material in the block models: CAB, GHFW, GHHW, and MXS. Prior to running the stope optimizer algorithm, the mining zones are split into mining blocks that are typically between 60 m and 90 m high. Each block is separated by a sill pillar, typically 10 m to 15 m in height, which allows the block to be mined independently from adjacent blocks. The preferred size and location of mining blocks are governed by the overall production target, achievable block productivities, and the resultant required number of active mining blocks. Mining block designations are reviewed as part of the Mineral Reserve estimation process and may be updated based upon changes to the block model or to modify the production plan.

 

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Stope shapes are created using a stope optimizer algorithm with appropriate modifying factors applied. Two stope optimizer scenarios are run for each mining block using parameters suitable for both longitudinal and transverse longhole stoping designs. Mineable stope shapes are defined using an NSR value encoded within the block model. Stope designs are based on a break-even NSR cut-off of $66.48/t ore for both longitudinal and transverse mining methods. More information related to NSR calculations and cut-off determination are presented in Sections 12.4 and 12.5. A summary of key stope optimizer inputs is presented in Table 12-3 by stoping method.

 

Table 12-3: Stope Optimizer Inputs

 

Parameter Transverse Longitudinal
Level Spacing1 (m) 20 – 30 m 20 – 30 m
Stope Length2 (m) 8 to 15 m 5 m
Cut-off Value (NSR $/ton) $66.48 $66.48
Minimum Mining Width (m) 8.0 m 2.0 m
Dilution3 (m) 0 m 0 m
Minimum dip (°) 60° 50°

Note:

1.       Level spacing varies by mining zone and depth dependent upon orebody geometric variation.

2.       Primary stopes (typically 8 m wide) are thinner than secondary stopes (typically 12 m wide).

3.       Dilution is applied afterward as a factor and assigned metal grades of zero.

 

At Aranzazu, up to 10% of Inferred material, by mass, is allowed to be part of the generated stopes, which maximizes the number of stopes in the Indicated-Inferred Resource boundary.  When Mineral Reserves are reported any Inferred material captured within a stope design is assigned metal grades of zero. The NSR is then re-calculated with the Inferred metal content removed to ensure the stope still meets the NSR cut-off threshold. No Unclassified material is allowed within generated stopes. This post-processing step effectively ensures that Inferred material is treated as waste when estimating Mineral Reserves.

 

Because the preferred stope orientation is not defined for a mining block prior to running the stope optimizer process, overlapping longitudinal and transverse stope shapes may be created. The resultant stope shapes are inspected visually for mineability which includes assessments of mining block continuity for each stoping orientation, stope widths, and stope access options. In addition, quantitative comparisons may be made to assess the Reserve potential for a given block depending on the selected stoping orientation. Stope width is one of the key parameters that governs the selection of the preferred stope orientation; stopes less than 8 m wide are typically mined longitudinally, and stopes wider than 8 m are mined in a transverse arrangement.

 

Once the preferred stope orientation is selected modifying factors are applied to each stope shape to account for unplanned dilution and mining extraction. More information related to dilution is presented in Section 12.6, and mining extraction in Section 12.7.

 

Once the stope designs are complete, development is designed to access stoping areas and create support infrastructure to support mining. Stope designs are trimmed to overlapping ore development solids and appropriate dependencies are assigned based upon the required sequence of mining each design. The final stope and development solids are interrogated against the relevant block model for the zone.  

 

Pseudoflow Cascade is used to check the economics of each stope. This Deswik algorithm uses the stope NSR value to calculate the revenue generated by an individual stope and compare it against the costs associated with mining the stope and driving the development to access the stope. This process confirms the positive economics for each stope and mining block prior to proceeding with detailed to mine scheduling.

 

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With appropriate modifying factors applied Measured Resource blocks are reported as Proven Reserves and Indicated Resource blocks are reported as Probable Reserves.

 

12.4NSR Calculation

 

The NSR formulation is determined by the Aura Corporate team using data and input from the Aranzazu operation. The NSR formula incorporates metal prices with smelter terms including payability, refinement and treatment charges, and penalties for arsenic and bismuth. This calculation results in three factors calculated and applied individually to Cu, Au, and Ag grades.

 

The NSR calculation used for Mineral Reserves is the same as that for Mineral Resources and is shown below:

 

NSR = 74.553 * Cu (%) + 47.932 * Au (g/t) + 0.431 * Ag (g/t)

 

Parameters used to calculate the NSR value for Mineral Reserves are listed in Table 12-4. These match the parameters used for Mineral Resources.

 

Table 12-4: Mineral Reserve NSR Parameters

 

Item Unit Value
Copper Metallurgical Recovery % 91.3
Gold Metallurgical Recovery % 79.5
Silver Metallurgical Recovery % 62.8
Copper Price US$/lb 4.20
Gold Price US$/oz 2,000
Silver Price US$/oz 25.00

 

Metal prices were supplied by Aura’s Corporate group and are based on consensus, long term forecasts from banks, financial institutions, and other sources.

 

12.5Cut-off Value

 

The cut-off value for Mineral Reserves was determined by evaluating the average unit operating cost in the preceding economic model. A breakdown of the NSR cut-off is presented in Table 12-5.

 

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Table 12-5: NSR Cut-off Breakdown

 

Cost Component Operating Cost
($/t Ore)
Mine Development 9.00
Mine Production 37.83
Processing 14.09
G&A 4.19
Royalties 1.36
Total 66.48

 

The cut-off value from the economic model was compared to actual and forecast costs to ensure alignment. The cut-off value captures mining costs (both contractor and owner costs), processing costs, general and administration (G&A) costs, and royalties. Contractor costs are based upon existing contracts for the expected development, stoping, haulage, and backfilling requirements. Aranzazu processing and G&A costs were based on actual operating costs, adjusted for inflation and updated salary ranges. The cut-off value used is 3% higher than the average operating cost in the updated LOM plan.

 

12.6Dilution

 

Dilution comes from two sources within the mine plan, within the designed stope volume and from overbreak.

 

12.6.1Dilution Within the Designed Stope Volume

 

All block models have a waste model enveloping the ore blocks, allowing dilution to be accounted for in the mine design process. Stopes are designed to maximize extraction of mineralized material, but due to geometric and selectivity limitations will encapsulate some waste material. This internal waste will be intentionally mined and is accounted for when the designed ore volume is interrogated against the block model.

 

12.6.2Rock Overbreak Dilution

 

The stope optimizer process does not incorporate any additional dilution that accounts for overbreak into waste or adjacent backfill. Instead, this is accounted for by applying a dilution factor to the stope optimizer output designs. Two factors are used depending solely on stope width:

 

·Stope widths < 15 m = 15% external dilution

 

·Stope widths > 15 m = 20% external dilution

 

These dilution factors are applied to the stope volume and tonnes. Diluted material is assigned zero metal grade.

 

Dilution factors are validated through the stope reconciliation process where scans of mined stopes are compared to modelled shapes and stope designs.

 

The SLR QP is of the opinion that the external dilution factors used underestimate stope overbreak in poor geotechnical conditions. Aura should undertake a dilution study to refine the external dilution factors used in mine planning. Applying different factors by mining method, stope sequence, and geotechnical characteristics may improve the accuracy of designs and production forecasts.

 

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12.7Extraction

 

An extraction factor of 90% is applied to all designed stopes. This factor accounts for imprecision in mining execution and stope underbreak. The extraction factor is validated through the stope reconciliation process in which scans of mined stopes are compared to final stope designs. An extraction factor of 100% is applied to ore development shapes.

 

The SLR QP is of the opinion that Aura should undertake an extraction study to refine the factor used in mine planning. Applying different factors by mining method or stope sequence may improve the accuracy of designs and production forecasts.

 

12.8Mineral Reserve Reconciliation

 

Mineral Reserve reconciliation is completed on an ongoing basis for each stope mined. Reconciliation reports are compiled monthly. Aura uses a corporate standard reconciliation process that is comprised of four factors as outlined below:

 

Where:
MCF – Overall Reconciliation Factor
MM – Mine Model (short term model / long term model)
MP – Mine Plan (final mine designs / short term model)
MO –Mined Out (actual mined / final mine designs)
PL – Plant (plant / actual mined)

 

Data for 2024 is presented in Figure 12-1 up to the end of October. Each of the four factors show reasonable consistency between months. The mine model and plant factors are typically above 100%, while the mine plan and mined out factors are typically below 100%. In general, these result in positive reconciliations overall.

 

Figure 12-1: Aranzazu Operation Reconciliation Data – 2024 by Month

 

 

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Factors for the previous three years are presented in Table 12-6.

 

Table 12-6: Mineral Reserve Reconciliation Data

 

Year Overall Mine Model Mine Plan Mined Plant
20241 1.08 1.10 0.93 0.98 1.07
2023 1.07 1.05 0.99 1.06 0.97
2022 0.97 1.04 0.90 0.99 1.06

Notes:

1. Using data to end of October

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13.0Mining Methods

 

13.1Geotechnical Studies

 

The geotechnical work for the Mine was conducted by Aranzazu and their consultants, AMC (2022, 2023), and CNI (2017). A geotechnical study is critical for evaluating the proposed mining methods, determining ground support requirements, and ensuring operational stability.

 

Geotechnical investigations at the Aranzazu Mine included core logging and laboratory testing to characterize the rock mass, followed by empirical analyses to determine stope sizing and the ground support required.

 

13.1.1Geotechnical Conditions

 

13.1.1.1Drilling and Core Logging

 

The geotechnical analysis was based on historical and recent (2022) drilling programs. The drilling targeted the GHHW and GHFW veins to characterize the rock mass conditions. Cores were logged using the RQD system, with limited Q' values recorded. The Q' values were derived under a “worst-case” scenario approach, considering conservative estimates for joint roughness and joint alteration. As such, the Q' values reflect the likely lower bounds of rock mass quality, accounting for minimum joint roughness and maximum joint alteration conditions. A site geotechnical drilling program commenced in 2022 to improve data coverage, particularly at depth. Key drill hole traces and RQD values are presented in Figure 13-1. It is evident that the geotechnical data coverage becomes sparse around and below 1,500 m elevation; further data collection in these areas is recommended.

 

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Figure 13-1: Drill Holes used for the GHHW Assessment

 

 

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13.1.1.2Laboratory Testing

 

Laboratory tests (conducted by CNI) included uniaxial compressive strength (UCS), tensile strength, triaxial tests, and direct shear tests. Key geotechnical parameters, such as intact rock strength, were derived for four main rock units: intrusive, marble, skarn, and hornfels (Table 13-1).

 

Table 13-1: Summary of UCS Rock Strengths

 

Rock Average Density (kg/m³) Mean UCS (MPa) 25th Percentile UCS (MPa) 75th Percentile UCS (MPa)
Hornfels 2,712 46.7 37.3 170.4
Intrusive 2,587 117 76.8 190.9
Marble 2,715 68 41.5 77.5
Skarn 3,203 58 10.3 107.0

 

13.1.1.3In Situ Stress and Hydrogeology

 

No direct in situ stress measurements have been conducted; however, based on the global stress map (Figure 13-2), horizontal and vertical stress were assumed equal (K0 = 1). The area’s seismicity is classified as low risk (Zone A) according to the Mexico Seismic Hazard Map.

 

Hydrogeological data specific to the GHHW were not available. No adverse effects from high water pressures are assumed for the geotechnical assessment, though it is postulated that dewatering measures may be required for mining.

 

13.1.2Geotechnical Domains and Rock Mass Classification

 

13.1.2.1Rock Mass Characterization and Geotechnical Domains

 

The rock mass was classified using RQD and the Barton Q-system (Rock Tunnelling Quality Index). The RQD-based classification, which covers a wider area of the deposit, indicated a wide range of conditions from very poor to excellent quality. Barton Q’ is a modified rock tunneling quality index which disregards the joint water reduction factor and the stress reduction factor. Both systems show that the rock mass is highly variable, ranging from very poor to good quality. The skarn lithology, which hosts the orebody, generally presents poor to fair rock mass conditions.

 

No small scale structural data is available. Two major fault structures are identified that could adversely affect stope stability. These structures are sub-parallel to the orebody and are associated with weak localized rock masses.

 

Geotechnical domains were categorized based on Baton Q and divided into Geomechanical Material Type (GMT) (Table 13-2).

 

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Table 13-2: Description of GMT Categories

 

GMT Description Q’
1 Intensely Fractured and Altered <0.6
2 Intensely Fractured 0.6-1.0
3 Highly Fractured 1.0-2.0
4 Moderately to Highly Fractured 2.0-4.0
5 Widely Spaced Fractured 4.0-10.0
6 Blocky >10

 

13.1.3Geotechnical Block Model

 

The geotechnical block model incorporates the various lithological domains relevant to the Aranzazu mine, focusing primarily on skarn zones and intrusive units. Key skarn domains include GHFW, GHHW, Mexicana, and CAB, reflecting the production areas. The geological data is systematically logged using MX Deposit™.

 

The geotechnical block model is structured with a block size of 2 m in all dimensions, with no sub-blocking applied. The grade interpolation is performed using the Inverse Distance Weighting (IDW) method. Search ranges are set at 25 m, 50 m, and 100 m for each axis (X, Y, Z), with three successive search passes to ensure thorough data coverage.

 

Adjustments to Q’ ratings were necessary for the Hornfels lithology, as field observations indicate a significant deterioration in rock behavior under mining and weathering conditions. Quality was downgraded from "good" to "fair" or "poor," depending on proximity to mining operations.

 

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Figure 13-2: World Stress Map

 

 

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13.1.4Stope Stability and Dilution

 

13.1.4.1Stope Stability

 

The stability of stopes was assessed using the Stability Graph method. Hydraulic Radius (HR) and Stability Number (N') are calculated to estimate the dimensions of stable stopes in various rock mass conditions (Table 13-3). The stope sizing (HR) plotted with the corresponding N’ is in the “Transitional” zone of the Stability Graph, as shown in Figure 13-3.

 

For the anticipated low stress conditions in test stopes, it was considered that the rock mass around the stopes will be in relaxation; as such the Factor A was set at 0.7. Factor B is taken as 0.5 to consider a moderate condition in the absence of structural data. Dipping angles of 70° and 90° are considered for FW / HW and endwall, respectively. Factor C was calculated based on the dip of the stope face. See Table 13-3 for the stope stability analyses values.

 

While two major fault structures have been identified, a fault factor has not been applied to the stope stability calculations. However, these faults are sub-parallel to the orebody and are associated with zones of weaker rock mass; this weaker rock mass strength has been factored into design. The blocks associated with the fault structures are characterized by poorer rock quality.

 

Cable bolting of stope hanging walls in the lowest Q’ ranges (<0.8) may be required.

 

Table 13-3: Stope Stability Analysis for Stope Walls

 

Rock Mass Conditions Q' Design Q' Stope Face A B C N' Unsupported HR
(m)
Maximum Length (m)
> 4.0 4.0 HW/FW 70/043 0.7 0.5 6 8.4 5.3 19
End wall 90/133 0.7 0.5 8 11.2 5.9 23
2.0 - 4.0 2.0 HW/FW 70/043 0.7 0.5 6 4.2 4.2 13
End wall 90/133 0.7 0.5 8 5.6 4.6 15
1.5 - 2.0 1.5 HW/FW 70/043 0.7 0.5 6 3.1 3.8 11
End wall 90/133 0.7 0.5 8 4.2 4.2 13
0.8 - 1.5 0.8 HW/FW 70/043 0.7 0.5 6 1.7 3 8
End wall 90/133 0.7 0.5 8 2.2 3.3 9
0.2 - 0.8 0.2 HW/FW 70/043 0.7 0.5 6 0.4 1.9 4
End wall 90/133 0.7 0.5 8 0.6 2.1 5
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Figure 13-3: Stability Graph for Known Rock Mass Conditions in GHHW

 

 

13.1.4.2ELOS (Equivalent Linear Overbreak Slough)

 

Based on the Equivalent Length of Slough (ELOS) method (Figure 13-4), overbreak estimates for mining stopes with varying widths have been categorized under Geomechanical Material Type (GMT) categories. This method extends the stability graph, using empirical evidence to estimate overbreak for various ground conditions and hydraulic radii.

 

Two distinct types of overbreak are expected during stope extraction:

 

·Equivalent Length of Estimated Overbreak: This refers to breakage occurring beyond the blast line.

 

·Equivalent Length of Additional Slough: This is a nominal 50% of the maximum depth of collapse, associated with poor rock quality.

 

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A GMT of 1 (Q' < 0.6) indicates very poor rock quality, and it is expected that stopes (particularly hanging walls) in this category would experience major sloughing (up to 2 m), which would negatively impact dilution. This is accounted for as dilution factor as part of the stope optimization (see Section 12.6.2). Notwithstanding this, the SLR QP recommends the use of tight fill (backfill).

 

Figure 13-4: ELOS Categories

 

 

13.1.5Excavation Stability Management Plan

 

Aura produced an Excavation Stability Management Plan (ESMP) (2025), which outlines a comprehensive approach to managing excavation stability at the Aranzazu mine, with a focus on worker safety and operational efficiency. It establishes a framework for rock support, risk assessment, monitoring, and assigns responsibilities to various personnel.

 

The ESMP is grounded in legal requirements, specifically referencing NOM-023-STPS-2003, which pertains to safety and health in mining operations.

 

Roles and responsibilities within the ESMP are clearly defined. The General Manager, Mine Manager, Technical Services Manager, Geotechnical Engineer, Geology Manager, and Ore

 

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Control Officers all play crucial roles in maintaining excavation stability. The Geotechnical Engineer, in particular, is tasked with continuous monitoring, material testing, risk analysis, and safety checks.

 

Geotechnical evaluations are a key component of the ESMP, incorporating information and data from the previous geotechnical studies at Aranzazu. The plan utilizes the GMT system to assess rock mass quality and prescribe appropriate support measures.

 

Daily checklists and logbooks are utilized to document inspections, recommendations, and agreements related to ground control, emphasizing the importance of communication across all areas.

 

The ESMP includes measures for tracking and eliminating potential rockfall hazards. It also involves convergence monitoring and sets criteria for determining work conditions based on displacement velocity.

 

Support standards within the ESMP are directly linked to GMT ratings, specifying requirements for different rock quality classes and detailing specific support measures such as bolt length, pattern, shotcrete, and mesh (Table 13-4).

 

Table 13-4: Ground support by GMT categories

 

GMT Bolt Length (m) Bolt Pattern (m) Mesh Shotcrete
6 2.4 1.8 x 1.8 - -
5 2.4 1.5 x 1.5 Electro welded -
3 & 4 2.4 1.2 x 1.2 Electro welded 50 mm fibre reinforced
1 & 2 2.4 1.0 x 1.0 Electro welded 75 – 100 mm fibre reinforced

 

13.1.6Hydrogeology

 

Call & Nicholas Inc. completed a hydrogeologic analysis for Aura in 2018 as part of the feasibility study (CNI 2017). Two separate analyses were conducted:

 

4A groundwater recharge estimate using precipitation, land cover, topography, and evapotranspiration data.

 

5A mine inflow analysis using calculated groundwater recharge, hydraulic conductivity, hydraulic gradient, and underground mine footprint.  

 

Estimated infiltration rates ranged from 10 L/s to 45 L/s depending on the estimation methodology. CNI noted that as mining depth increases the hydraulic gradient relative to the regional groundwater table will increase and may intensify the rate of infiltration. In addition to the steady-state groundwater inflows, larger short-lived infiltration events could occur when saturated fractured zones are intercepted.

 

A comprehensive hydrogeological evaluation of the Aranzazu mine site was completed in 2021 by Hidro Lógica Ambiental. The study created conceptual and mathematical hydrogeological models of the mine area. The study identified a faulted zone of high permeability, associated with significant fracturing and low RQD, that is approximately 650 m long, 160 m wide, and 300 m deep. This zone was identified as the most significant contributor to water ingress. Where significant hydraulic gradients exist, driven by natural infiltration and regional permeability variations, water ingress into the mine could occur through areas of intense fracturing or fault zones. To better predict water ingress rates, the installation of additional piezometers and further hydrogeologic studies were recommended, however, this has not been completed.

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The operation has not reported occurrences of problematic infiltration events or recent increases in groundwater inflow. Data on steady-state inflow rate is not available, however, given the overall water balance at the site the inflow rate is inferred to be on the low end of the CNI study estimate.

 

There is adequate de-watering infrastructure in place to handle higher steady-state or short-lived increased inflow rates.

 

13.2Mine Design

 

Extensive mining operations have been carried out within the Aranzazu Mine property. There are two mined out open pits: the western Arroyos Azules Pit and the eastern Security Pit. The underground workings extend over a strike length of 2,000 m, although future mining included in Mineral Reserves is concentrated to an area of 1,200 m in strike length. Mining has progressed to approximately 600 metres below surface (mbs) with plans to extend to 800 mbs by the end of the mine life in the GHFW zone. Level spacing ranges from 20 m to 30 m depending on mining methods and ore geometry. Levels are named based upon their elevation in terms of metres above sea level, with the surface being 2119 mRL at the Portal Santa Barbara entrance in the Security Pit.  

 

13.2.1Mine Access

 

Underground access is gained through two portals. Portal Norte is located in the mined out Arroyos Azules Pit and is primarily used for light equipment underground access. Portal Santa Barbara is in the mined-out Security Pit and is the primary haulage route because it is located closer to the surface or stockpiles and offers a shorter haul distance.

 

Three main ramps connect the mine entrances to the various mining areas and are driven 5.0 m high by 5.0 m wide. Ramps are designed with an average gradient of 14.2%. Within each ramp system, subsidiary development such as muck bays, passing bays, pump stations and service bays are designed. Access to production mining areas is typically established on the footwall side of the orebody due to improved geotechnical characteristics; however, in the GHHW zone, ramps and level accesses are driven on the hanging wall side of the deposit as there is insufficient room on the footwall side of GHHW to establish access.

 

The GHFW ramp connects the Santa Barbara Portal and the ramp named 2025 Rp, starting at the 2025 level. This ramp descends in stages in the footwall side of the ore zone, to advance each 30 m level access point progressively further to the east. In this way, the access points approximately follow the general plunge of the GHFW orebody. Access drifts are driven from the main ramp at approximately 25 m to 30 m sub-levels to gain entry to the level haulage galleries.  

 

To access the GHHW orebody, a separate ramp connects to the bottom of the 2025 Rp ramp. It allows the GHHW zone to be mined independently from the GHFW zone and reduces the amount of waste development required across the sedimentary limestones, which are generally of poorer geotechnical condition. The GHHW ramp descends on the hanging wall side of the zone to avoid the poorer ground conditions on the footwall side. Level accesses are spaced at approximately 20 m sub-level intervals. Three level cross-connections have been driven between the GHFW and GHHW development systems to the southeast at elevations of approximately the 1840 level, 1720 level, and 1625 level. A fourth connection is planned at the 1475 level. These level access drifts are driven to allow for more efficient movement of equipment and personnel between the stoping areas and provide an alternate means of emergency egress.

 

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The MXS zone is connected to the GHFW zone on the 1910 and 1835 levels, which provide all equipment and personnel access. A short ramp will descend on the footwall side of the zone to the bottom mining horizon at the 1805 level.

 

The CAB zone is mined as a southeast extension of the GHHW zone and shares much of the access and infrastructure. Level accesses are driven at approximately 20-m sub-level intervals branching off one of the GHHW ramps.

 

The mine as-built and LOM designs are presented in longitudinal section in Figure 13-5 and 3D view in Figure 13-6.

 

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Figure 13-5: Aranzazu Mine Mining Method (Longitudinal Section)

 

 

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Figure 13-6: Aranzazu Mine Mining Method (3D View)

 

 

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13.2.2Material Handling

 

All ore and waste material are handled by LHDs and hauled by trucks. Mined ore is hauled directly to surface stockpiles located near the process plant.

 

Waste is generally stored underground to be used as stope backfill. The material is rehandled from re-mucks near waste headings and hauled by truck to stope backfill locations. There is a waste deficit through the mine life which is supplemented by backhauling waste rock from surface to underground. The waste deficit grows substantially in 2030 when waste development tapers off. Through the remaining years of the mine life, approximately 400 thousand m3 per year of waste rock will be backhauled underground.

 

Two waste passes, 150 m and 180 m long are planned in GHFW. Waste rock will be dumped down these passes to shorten backfill haulages distances to the lower GHFW. With the increase in waste backhauling, total haulage requirements are expected to increase through the mine life.

 

The SLR QP notes that no changes to the haulage equipment fleet are planned and thus recommends that a comprehensive material movement study be undertaken to understand the overall movement of material through the mine life and identify any infrastructure shortfalls and opportunities.  

 

Aranzazu's technical team is currently analyzing the option of changing the conventional haulage fleet to low-profile trucks provided by the main mining contractor, especially for the ore haulage. This option is expected to improve the flow of material movement and optimize the entire mining cycle.

 

13.3Production Mining

 

Production mining is completed by mining contractor using conventional longhole stoping techniques. Two different longhole methods are used depending on mineralization width and orientation.

 

13.3.1Transverse Stoping

 

Transverse stoping is typically used where mineralization exceeds 8 m in width. In this method stope access crosscuts are driven from the haulage drive across the mineralization perpendicular to strike.

 

Stoping is executed in a primary-secondary arrangement in stope lengths of up to 20 m. Stope width varies by zone, mineralization width, and ground conditions with primary-secondary combinations of 8 m / 12 m, 10 m / 10 m, and 15 m /15 m planned. A 4.5 m wide stope crosscut is driven from the haulage drive to the mineralized zone, roughly perpendicular to strike. When mineralization is intersected the stope crosscut is widened to 6.0 m to permit eventual raisebore operation and driven across the mineralized zone. On the lowest level of each mining block crosscuts are driven at a narrower width of 4.5 m because these drifts are strictly for production mucking and thus production drill and raisebore access is not required. A schematic showing a typical transverse stoping arrangement is shown in Figure 13-7. Crosscut spacing is adjusted based upon planned stope widths.

 

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Figure 13-7: Transverse Stoping Schematic (Plan View)

 

 

Source: Aura 2024.

 

Stope crosscuts are driven to the far side of the mineralization on both bottom and top crosscuts. Prior to commencing production activities any required secondary ground support is installed. Blast holes are then drilled from the stope overcut using longhole drills. A slot is established at the far end of the stope using either a raisebore or a blasthole cut depending on ground conditions. Blasting begins at the slot to open up a void, before retreating in full rings toward the level entrances. Two full rings are typically taken per blast before switching to a mucking cycle.

 

Once all rings have been blasted and the stope is fully mucked out, a survey is completed to determine the actual stope extents and enable stope reconciliation. The stope undercut is closed off before backfilling commences from the top crosscuts. Depending on future mining requirements, stopes are either filled with cemented rockfill (CRF) or uncemented rockfill (URF).

 

A typical transverse mining block is 90 m high, consisting of three 30 m high stopes. Stoping begins with the centre primary and progress upward and outward to subsequent primary stopes. Secondary stoping can commence only when two adjacent primary stopes are mined to the full block height. A schematic showing a typical transverse mining block sequence is presented in Figure 13-8.

 

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Figure 13-8: Transverse Mining Block Sequence

 

 

Source: SLR 2024.

 

Sill pillars of 15 m high are left between transverse stoping blocks. The SLR QP notes that sill pillar recovery could be considered in these areas if all transverse stopes on the lowest level of a stoping block were backfilled with CRF.

 

13.3.2Longitudinal Stoping

 

Aranzazu began using longitudinal stoping in late 2023 to mine the GHHW zone where ore widths are typically narrower. Longitudinal stoping is now typically planned where mineralized widths are less than 8 m and used down to a minimum mining width of 2.0 m. Longitudinal stoping is primarily planned in the CAB and GHHW zones, with minor occurrences in the GHFW zone. The use of this method at Aranzazu is currently being refined as more experience is gained.

 

A haulage drive is driven sub-parallel to the mineralization, usually offset by a minimum of 15 m. Ore drive accesses are driven perpendicular to the haulage and fully across the mineralization. From these accesses ore drives are driven along mineralization. Typically, one or two crosscuts are established to provide access to longitudinal stoping blocks, though more may be used if mineralization is persistent along strike. Aura is refining the preferred spacing of ore access drives. A tighter spacing reduces stope block sizes and thus increases the number of available stoping faces; however, this comes with a trade-off of increased waste development.

 

Once overcut and undercut ore drives are established, stoping activities commence in a retreat sequence from the end of the ore drive back to the ore. Similar to transverse stopes, blast holes

 

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are drilled from the stope overcut using longhole drills. A dense pattern of blastholes is drilled at the far end of the stope to establish a slot. Blasting begins with the slot to open up a void, before retreating in full rings toward the level entrances. Stopes are mined up to 12 m along strike with the design length usually governed by geotechnical conditions.

 

Once the stope is fully mucked out a survey is completed to determine the actual stope extents and enable stope reconciliation. The stope undercut is closed off before backfilling commences from the top crosscut. A typical longitudinal mining block is 60 m high, consisting of three 20 m high stopes. Sill pillars 15 m high are typically left between stoping blocks. Longitudinal stopes are generally filled with URF; however, CRF is used where sill pillar mining is planned below backfilled stopes.

 

13.3.3Backfill

 

Stope backfilling uses both CRF and URF depending on future mining requirements.

 

Where no mining is planned adjacent to a depleted stope, the void is filled with URF. The URF is typically sourced from waste generated from mine development headings. Haul trucks dump waste in an open heading near the level access while an LHD transfers the waste from the level access to the stope being backfilled.

 

If mining is planned adjacent to a depleted stope, the void is filled with CRF. Mine development waste is brought to the level by haul truck. Concrete is brought underground from the surface concrete plant in concrete transmixer trucks. An LHD mixes the waste with concrete in a mixing bowl created near the level entrance. Once mixed, the LHD brings the CRF to the stope being backfilled.

 

Typical CRF has approximately 4% cement. In some areas of the mine, the percentage of cement rises to 6% due to the characteristics of the waste used for the backfill.

 

13.4Development Mining

 

Development mining is completed by a mining contractor using conventional drill and blast techniques. Headings are drilled with 1-boom jumbos and rock anchors installed with mechanical bolting equipment. The majority of headings are sprayed with shotcrete using a wet-application system. All material is moved with LHDs and trucks.

 

The same basic design is used for level accesses, haulage galleries, and stope access crosscuts in all zones.

 

Level accesses connect the main ramp to haulage galleries at each sub-level elevation. These drifts are developed at 4.5 m high by 4.5 m wide with shallow gradients to permit water drainage. A minimum rock pillar of 15 m is maintained between the ramps and the haulage galleries.

 

Haulage galleries are designed to be approximately parallel to the ore zones and offset a minimum of 15 m to maintain a sufficient pillar between stopes and level infrastructure. Haulage galleries are designed at 4.5 m high by 4.5 m wide to accommodate the installation of mine services and to provide effective clearance for mobile equipment. Development is typically driven at a slight positive gradient from the level entrance to allow water to drain to a central sump located on the level.

 

Ventilation access drifts are developed from the haulage galleries and planned to access the ventilation raise network required to ventilate the production areas. Ventilation accesses are typically designed at a length of 10 m to 12 m with space to accommodate access to both the up and down direction raises. They are designed to be 4.0 m high by 4.0 m wide.

 

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Muck bays are developed on each level to temporarily store ore and waste. Muck bays are driven 5.0 m high by 4.5 m wide with a length of 16 m to allow for sufficient storage volume. The back height at the intersection of the muck bays with the haulage gallery is increased to 6.5 m to allow for effective loading of the haul trucks. Backfill bays are also required on the levels to allow for temporary storage and mixing of the CRF material before it is transferred to the stopes.

 

Plan views of typical level layout for longitudinal and transverse stoping are presented in Figure 13-9 and Figure 13-10, respectively.

 

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Figure 13-9: Plan View of Typical Level Layout for Longitudinal Stoping

 

 

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Figure 13-10: Plan View of Typical Level Layout for Transverse Stoping

 

 

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13.5Mine Infrastructure

 

13.5.1Ventilation

 

The Aranzazu primary ventilation circuit is a pull system that provides 323 m3 per second to the underground workings. Air enters the mine through the two portals and four small raisebore holes located in old access points near Portal Norte. Air is exhausted through three surface raises. A single raise, 4.5 m in diameter, located within the mined-out Security Pit exhausts 183 m3 per second (approximately 57% of the mine total). A 2.35 m diameter, 700 hp axial fan is installed on top of this raise. Twin raises, 2.4 m in diameter, located in the mined-out Arroyos Azules Pit exhaust 140 m3 per second (approximately 43% of the mine total). A 2.35 m diameter, 400 hp axial fan is installed at the bottom of these raises on the 2010 level.

 

The 1940 level serves as the main exhaust, where air from the lower mine is transferred to the two main surface exhaust raises. Four internal raisebore raises extend downward from the 1940 level to the lower mine and serve as lower exhaust connections. Four booster fans ranging from 125 hp to 200 hp are installed at these internal exhaust raises to supplement the air pressure requirements needed to ventilate the mine at depth.

 

Fresh air is distributed underground through a ramp network and controlled using bulkheads and regulators. The 1840 level serves as the main fresh air transfer for the lower mine and to the GHHW zone. Air is distributed on levels with auxiliary ventilation fans and ducting ranging from 36” to 42” in diameter, depending on airflow requirements. Return air passes through a series of drop or raisebore raises that connect the various mine levels.

 

Total airflow requirements are built up from individual equipment and personnel requirements. For equipment requirements, the airflow is determined from the equipment engine power, operating utilization, and a recommended factor of 0.036 m3/s per kW engine power (55 cubic feet per minute (cfm) per hp). For personnel, the factor is 0.025 m3/s (50 cfm) per person.  

 

A summary of the ventilation requirements based upon these factors is presented in Table 13-5.

 

Table 13-5: Underground Ventilation Flow Requirement

 

  Quantity Airflow Requirement Per Unit
(m3/s)
Total Airflow Requirement
(m3/s)
Personnel 130 persons 0.025 3.25
Mobile Equipment 7,857 kW 0.036 282.9
Total - - 286.1

 

A ventilation system upgrade is planned for 2027, when a new exhaust raise to surface will be constructed to enable ventilation of the Cabrestante zone. The 3.1 m diameter exhaust raise will be constructed with a raisebore and is currently designed to be 250 m long breaking out on the 1795 level. Once in place, a 700 hp exhaust fan will be installed on surface, bringing the total ventilation underground to approximately 523 m³/s. The capital cost associated with driving the raise is captured within the mine development estimate and an additional US$1.1 million of sustaining capital is allocated to ventilation equipment in 2026 and 2027.

 

The current underground ventilation network is presented in Figure 13-11.

 

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Figure 13-11: Aranzazu Mine Ventilation System Schematic (Longitudinal Section)

 

 

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13.5.2Water Management

 

Aranzazu is located in a dry climatic region, so efficient water use is critical. The mine's water supply is managed through a recirculation system that collects water from underground pumping operations.

 

The total rated dewatering capacity of the mine is 9,300 m3/day, though only 2,000 m3/day is pumped on a typical day. All water from underground is pumped to a 600 m3 surface settlement sump near the process plant. There the water decants and is either returned underground for use in mining activities or sent to the plant for use as process water. Approximately 1,400 m3/day is sent back underground and 600 m3/day is consumed by the process plant.

 

Underground there are two strategically located storage basins on levels 1960 and 1790. These basins serve as reservoirs to ensure a constant supply throughout the underground operation. In addition, they facilitate further sedimentation of impurities, thereby improving water quality for use in mining operations.

 

Water is distributed throughout the mine in 2" and 4" pipes. Mine dewatering is achieved via a series of 12 level sumps and pumps connected in series. Levels are graded such that water drains toward each level sump. Pumps ranging from 100 to 150 hp move water to the level sump above. Mine dewatering pipelines range in size from 6” to 8” depending on the flow rate requirements. Two pumps are installed in critical sumps to ensure redundancy.

 

13.5.3Electrical

 

There are three main electrical circuits serving the mine.

 

The Robbins Circuit 11 has a 5,000 kVA transformer feeding 13.2 kV underground through the Santa Barbara portal. This circuit powers high-capacity mining equipment in the GHHW and lower GHFW zones.

 

The BW Circuit has a 2,500 kVA transformer feeding 4.16 kV underground through Portal Norte. This circuit is used to power mining equipment in the BW, MXN, and MXS zones.

 

The Tiro Circuit has a 5,000 kVA transformer feeding the main air compressors located on surface and pumping and ventilation equipment in the upper GHFW zone.

 

Substations supporting these circuits are located throughout the mine and fed by medium-voltage Vulcanel 2/0 cables. For low-voltage circuits, 4/0 cables are used.

 

No major upgrades to the electrical system are planned through the mine life.

 

13.5.4Compressed Air System

 

The compressed air system consists of two high-capacity compressors: one 400 hp and one 200 hp located on surface. Together, these compressors deliver a combined flow rate of 2,400 cfm at a pressure of 8 Bar.

 

Compressed air is transported through a network of 2" and 4" pipes, designed to optimize air availability in all areas of the mine. This infrastructure mainly supports mining activities, including mining equipment, shotcreting, and explosives loading. No major changes other than routine extensions are planned through the LOM.

 

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13.5.5Maintenance

 

Underground equipment is serviced in two underground maintenance shops, located on the 1870 and 1610 levels. The mining contractor staffs and manages the underground shops.

 

The are two shops on surface, one managed by the contractor for contractor equipment and another managed by Aura personnel for Aura-owned equipment.

 

13.5.6Communication Systems

 

The operation has a radio communication system covering both the underground mine and surface, providing comprehensive coverage over more than 40 km of ramps and headings. The system features seven radio channels, each assigned to specific functions, including daily operations, maintenance, and emergency response.

 

A Wi-Fi system is also installed on the surface and underground, significantly improving communication and management of critical processes in the mine. The connected system enables monitoring through real-time surveillance cameras and permits control of critical infrastructure, such as ventilation and pumping equipment. The operations control center uses the Wi-Fi system to centrally manage activities, including the fleet management system and execution of remote blasting operations.

 

More than 10 km of fibre-optic cable are installed across the operation to support the Wi-Fi network. The fibre-optic network ensures fast and robust connectivity, facilitates real-time data exchange, and enhances communication and safety.

 

13.6Mine Equipment

 

The core underground mobile equipment fleet at Aranzazu is summarized in Table 13-6. There is no planned increase to the equipment fleet through the life of mine. Equipment will be replaced as work hours dictate and is part of the sustaining capital. As noted in Section 13.2.2, the SLR QP recommends that a comprehensive material movement study be undertaken. This will become particular important as waste generation and backfill haulage requirements change through the mine life.

 

All mining equipment is contractor-owned. Aura owns a fleet of surface equipment and underground auxiliary equipment.

 

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SLR Project No.: 233.065242.00006

Table 13-6: Underground Mine Equipment Fleet

 

Equipment Type Description Number of Units
Jumbos 1-boom 4
Mechanical Bolters - 4
Longhole Drills - 4
LHDs 10 tonne 5
14 tonne 3
Haul Trucks 18 - 21 tonne 21
Concrete Transmixers - 3
Shotcrete Transmixers - 2
Shotcrete Sprayers - 2
Mechanical Scalers - 4
Raisebores - 2

 

13.7Mine Personnel

 

The current workforce at Aranzazu consists of 677 contractors and 54 Aura employees. Approximately 60% of the contractor workforce is employed by the main mining contractor, with the remainder providing other technical and support services. Headcount is expected to remain relatively static throughout the life of mine.

 

13.8Life of Mine Plan

 

The mine plan and schedule to support Mineral Reserves was developed by the Aranzazu Technical Services department. The mine plan commences January 1, 2025, and extends to the second quarter of 2034.

 

13.8.1Mine Production

 

A total of 11.47 Mt of ore are mined through the mine plan at an average grade of 1.04% Cu and 0.64 g/t Au. Yearly production is capped at 1,222 ktpa, which corresponds to the mill capacity. Ore grades decrease through the mine life, with the average NSR reducing from a high of $151 per tonne in 2025 to a low of $87 per tonne in 2033, the final year of full production

 

Through the LOM plan, the majority of production ore (69%) is mined using transverse stoping. The share of ore production coming from longitudinal stoping trends upward through mine life, reaching a maximum of 55% in the final year of full production. The largest year-over-year change in the production profile occurs in 2029 when higher proportions of ore begin to be sourced from GHFW zone and mined using longitudinal stoping.

 

SLR notes that Aura has planned to defer the majority of longitudinal sill pillar mining until the final year of the mine life and that the sill pillar mining will be executed at lower productivity. Thus, the SLR QP recommends that some sill pillar mining be executed earlier in the mine life to smooth out the production rate decrease.

 

The production profile is presented by mining method in Figure 13-12 and by zone in Figure 13-13.

 

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SLR Project No.: 233.065242.00006

Figure 13-12: Aranzazu Mine Ore Production by Method and Year

 

 

Figure 13-13: Aranzazu Mine Ore Production by Zone and Year

 

 

13.8.2Mine Development

 

Development requirements are relatively static through the first five years of the mine plan averaging 9,156 m of lateral development per year. Development requirements drop significantly in 2030 and through the remainder of the mine life as capital development is completed, leaving predominantly ore development remaining.

 

The amount of waste generated by development activities does not meet the backfill requirements throughout the mine life. Thus, waste material must be periodically backhauled from the surface waste storage facility to stopes requirement backfill. The shortfall in waste generation will grow throughout the mine life, particularly from 2030, when waste development is largely complete.

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Development and backfill requirements by year are presented in Figure 13-14. Note that the backfill and waste development units are not the same so can not be directly compared.

 

Figure 13-14: Aranzazu Mine Development and Waste Movement

 

 

Production and development metrics by year are presented in Table 13-7 and Table 13-8, respectively. A 3D view showing the Aranzazu mine in year 2034 at the end of the LOM plan is presented in Figure 13-15.

 

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SLR Project No.: 233.065242.00006

Table 13-7: Aranzazu Mine LOM Production Summary

 

   Unit LOM Total 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034
Total Ore 000 t 11,473 1,222 1,222 1,221 1,223 1,223 1,221 1,222 1,222 1,222 478
Transverse Stope 000 t 7,111 833 946 912 880 784 848 744 503 523 137
Longitudinal Stope 000 t 3,161 205 180 173 249 335 221 351 468 648 331
Development Ore 000 t 1,202 184 95 136 93 104 152 127 250 51 11
Cu Grade % 1.04 1.35 1.27 1.25 1.20 0.99 0.89 0.83 0.87 0.82 0.83
Au Grade g/t 0.64 0.86 0.81 0.81 0.80 0.63 0.55 0.49 0.44 0.43 0.53
Ag Grade g/t 16.62 19.80 18.31 17.81 18.70 17.62 15.62 14.56 13.61 13.75 15.98
Cu Metal 000 lb 264,102 36,459 34,255 33,720 32,432 26,655 23,937 22,247 23,513 22,082 8,802
Cu Metal oz 236,900 33,808 31,660 31,930 31,251 24,890 21,537 19,418 17,427 16,751 8,227
Ag Metal oz 6,129,437 777,781 718,786 699,004 735,026 692,638 613,244 572,081 534,657 540,355 245,869

 

Table 13-8: Aranzazu Mine LOM Development Summary

 

  Unit LOM Total 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034
Lateral Development m 62,500 9,005 9,208 9,200 9,200 9,166 6,511 3,224 5,426 1,247 313
Non-Production Raisebore m 2,106 693 599 449 43 305 17 0 0 0 0
Waste Moved 000 t 3,128 464 578 519 551 508 281 83 102 32 10
Total Backfill 000 m3 4,091 379 422 421 420 429 424 413 417 346 422
CRF Backfill 000 m3 1,441 209 170 218 80 195 185 173 137 66 8
URF Backfill 000 m3 2,647 170 252 203 340 234 239 240 280 280 410
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S-K 1300 Technical Report Summary

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SLR Project No.: 233.065242.00006

Figure 13-15: Aranzazu Mine Plan by Year

 

 

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SLR Project No.: 233.065242.00006

14.0Processing and Recovery Methods

 

14.1Process Plant Performance and Recent Improvements

 

The recovery of the metal values from the Aranzazu ore employs conventional crushing and grinding to liberate the minerals, followed by flotation to concentrate the metals into a saleable concentrate. The primary, secondary and tertiary crushing circuits have demonstrated capacity to crush 4,000 tpd of run of mine (ROM) ore to a size of 80% passing 6 mm. This crush size is fine enough to allow the single stage ball mills and the regrind mill, converted to primary grinding, to grind the ore to a projected 80% passing 220 microns. Operating at 95% availability for 365 operating days per year yields a throughput of 1,225,672 tpa, or a daily rate of 3,358 tpd.

 

14.1.1Grinding Circuit Optimization

 

The current plant design was increased from 2,597 tpd to 3,450 tpd. The grinding circuit capacity was increased by improving the stability of the feed rates by increasing the capacity of the pumps and pump boxes, installation of more efficient classification equipment, and an increase in the target grind size from P80 180 microns to P80 220 microns. This resulted in a reduction in the generation of fines and greater efficiency in subsequent flotation.

 

14.1.2Flotation Circuit Optimization – Design

 

The flotation circuit has been upgraded to increase process selectivity and improve the quality of the final concentrate. Four new tank cells were installed for rougher flotation, increasing the capacity of the rougher stage. In addition, a conditioning tank was refurbished and an additional bank of flotation cells was added in the cleaning stage resulting in increased residence times and improved mineral separation

 

The circuit flows were redesigned using flexible piping allowing flows from the rougher and cleaner stages to be redirected according to the needs of the process. Concentrate from tank cell bank 1 and cleaner cell bank 3 are sent directly to the final concentrate, while flows from cleaner cell banks 2, 3 and 4 are recirculated to the initial cleaning circuit to improve the grade of the concentrate. This has increased the efficiency of the circuit, reducing the loss of valuable metal and improving overall recovery.

 

14.1.2.1On-Line Analyzers

 

As part of the modernization plan, on-line sensors and automated measurement systems were installed, including the Metso Courier XRF (x-ray fluorescence) equipment, which provides real-time data on concentrate characteristics, allowing immediate adjustments to reagent dosing and operating conditions. This technology has been key to reducing process variability and ensuring greater consistency in the quality of the final product. In addition, advanced analysis tools were integrated, such as the use of artificial intelligence algorithms and statistical software, which facilitate the fine-tuning of operations and improve the efficiency of the process.

 

14.1.2.2Thickening and Filtration Improvements

 

The addition of flocculant in the thickening circuit was optimized to improve the efficiency of the copper concentrate thickener, allowing higher volumes of concentrate to be handled without compromising product quality. The thickened concentrate is directed to the filter presses and the ceramic filter. The latter was incorporated to support the increase in production and ensure compliance with the filtered tonnage targets. The use of a ceramic filter has improved the overall efficiency of the filtration operation.

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14.1.3Control of Arsenic in the Copper Concentrate

 

In contrast with previous operations, where the arsenic in ore was generally in the 0.08% to 0.15% range, and recoveries to concentrate averaged 33%, the deeper, higher grade ores that will be processed in the next five years have arsenic in the 0.2% to 0.3% range but, more importantly, the recovery of arsenic will be in the range of 65% so that arsenic in concentrate will exceed 3% at times which would incur significant penalties if shipped.

 

The most critical factor in determining when such high arsenic concentrates will be produced is the copper to arsenic ratio in the ore. It has been determined that a Cu/As ratio of below 7.7 will almost certainly produce a concentrate with a grade of 3% arsenic or higher. The new mine plan which uses net smelter returns (NSRs) to determine mining limits will also consider this critical ratio. Since the ore will occasionally have a copper/arsenic ratio of less than 7.7, the high arsenic concentrate produced will be stockpiled and blended with higher ratio concentrate. Alternatively, the high arsenic concentrate may be blended with purchased concentrate.

 

14.2Process Flowsheet

 

The process flowsheet is presented in Figure 14-1 and includes the crushing, grinding, flotation and dewatering circuits.

 

14.2.1Crushing

 

Run of mine ore is scalped using a static screen with 15-inch openings. Screen undersize falls onto a vibrating grizzly feeder with 4” wide bar spacing. Vibrating grizzly feeder oversize material is fed to a 36” X 42” (250 hp) primary jaw crusher. Both grizzly undersize material and primary crushed material discharge onto the secondary screen feed conveyor and are conveyed to the secondary double deck vibrating screen. The secondary screen has a slotted 9.5 mm lower screen deck and produces final crushed product while the screen oversize material is conveyed to the secondary crushing circuit comprising a 300 hp standard cone crusher. Secondary crusher product is conveyed to the tertiary double deck vibrating screen which has a 9.5 mm slotted lower deck. Screen undersize material is final crushed product and screen oversize material is conveyed to the tertiary crushing circuit comprising a 400 hp tertiary shorthead cone crusher. The tertiary crusher product is conveyed to the tertiary screen forming a closed circuit with screen oversize returning o the tertiary crusher and screen undersize reporting the fine ore stockpile feed conveyor. Crushed ore is conveyed to the fine ore distributor above the stockpile. The stockpile provides live capacity for approximately 12 hours of operation of the plant.

 

14.2.2Primary Grinding

 

Design feed tonnage to the grinding circuit is 150 tph. The three 373 kW (500 hp) primary single stage ball mills are fed by conveyors which have single idler weightometers to monitor feed rate and total tonnage. The existing 186 kW (250 hp) regrind mill, now known as the #4 primary mill, is not being used on the production circuit, but is still available to be used or converted into another primary mill. Mill feed material is drawn from the crushed ore stockpile with apron feeders installed in tunnels beneath the stockpile. Material is fed onto variable speed grinding mill feed conveyors which control the feed into each of the grinding mills. The ball mills discharge onto screens to remove ball chips. The screen undersize slurry flows into the primary cyclone feed pump boxes, from which the slurry is pumped to the primary cyclones for

 

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classification. The cyclone underflow slurry returns the ball mill feed spouts and the cyclone overflow slurry flows to flotation conditioners. The mills operate in closed circuit with the cyclones to produce a flotation feed with P80 220 microns. Lime is added to the feed of each ball mill to maintain a pH of 12.0 in the cyclone overflow stream. The lime addition rate is controlled using pH measurements in the first rougher cell.

 

14.2.3Conditioning and Flotation – Current Operation

 

The ground ore flows by gravity from the cyclone overflows through a static sampler into one conditioning tank, where it is conditioned with Aerophine 3418 and frother (Flottec 781-12). The conditioning tank provides approximately seven minutes of residence time. The material overflows into the first four 750-ft3 tank cells.

 

The four tank cells and the first of two conventional rougher flotation banks are used to produce the final concentrate with a copper grade of approximately 22%. Additional Aerophine and Teuton are added to the feed box of each flotation bank. Banks 3 and 4 produce a scavenger concentrate, which is returned to the feed box of the conditioner.

 

The final concentrate is sampled using a crosscut sampler located in the discharge line from the concentrate pump box. Tailings from the last bank of scavenger flotation cells constitute the final tailings and are pumped directly to the tailings storage area. A static sampler will be installed on the final tailings stream.

 

14.2.4Metallurgical and Mass Balance

 

The simplified metallurgical and mass balance shown in Table 14-1 is derived from the locked cycle test described in Section 10.0 with appropriate adjustments for the final concentrate grade produced and the grade of the ore mined compared to the grade of the composite sample.  

 

Table 14-1: Metallurgical and Mass Balance

 

Mass and Metallurgical Balance Cu Grade
(g/t)
Au Grade
(g/t)
As Grade
(g/t)
Ag Grade
(g/t)
Wt % Cu Recovery
(%)
Au Recovery
(%)
As Recovery
(%)
m3/hr, Slurry Solids
 SG
%Solid
w/w
Slurry
SG
Grinding Circuit                        
Ball Mill Fresh Feed 1.7 1.2 1,609.0 19.0 100.0 100.0 100.0 100.0 36.0 3.6 97.0 3.358
Ball Mill Cyclone Overflow 1.7 1.2 1,609.0 19.0 100.0 100.0 100.0 100.0 249.0 3.6 35.0 1.339
Flotation Circuit                        
Flotation Circuit Fresh Feed 1.7 1.2 1,609.0 19.0 100.0 100.0 100.0 100.0 249.0 3.6 35.0 1.339
Flotation Circuit Total Feed 1.8 1.2 1,663.0 20.0 102.0 104.2 106.5 105.2 258.0 3.6 34.5 1.333
Rougher Concentrate (Final) 23.1 12.4 20,283.0 202.0 6.6 88.0 69.9 83.0 16.2 3.9 35.0 1.351
Scavenger Concentrate 4.0 4.2 4,639.0 89.0 1.8 4.2 6.5 5.2 5.5 3.4 30.0 1.268
Scavenger Tailings (Final) 0.2 0.4 294.0 6.0 93.0 12.0 30.1 17.0 248.0 3.6 33.3 1.317

 

14.2.5Grinding Steel and Reagent Requirements

 

Table 14-2 presents the list of reagents and consumables used in the process facilities and consists of ball mill grinding media and flotation reagents.

 

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Table 14-2: Grinding and Reagent Requirements

 

Reagent or Consumable Units Actual Plus Forecast 2024 Unit Consumption Actual Plus Forecast 2024 Cost, US$
Grinding Media g/t 331 511,619
Lime g/t 2,804 681,745
Aerophine g/t 28 582,797
Frother (MIBC) g/t 43 175,916
Teuton g/t 8 75,641
Xanthate g/t 7 38,780
Nitric Acid  g/t  150 1,309,111
Antiscalent  g/t  21 83,617

 

14.2.6Concentrate Dewatering

 

Concentrate thickening is carried out in a 40 ft (12.2 m) diameter conventional thickener with flocculant addition. Thickener overflow flows by gravity to a concrete lined decant pond adjacent to the thickener and the clarified water is pumped back to the process. Thickened concentrate at between 60 and 65% solids (w/w) is pumped to the filter system, which comprises a ceramic disc vacuum filter with a projected filtration capacity of 14 tpd of concentrate at 10% moisture, and a TEFSA plate and frame pressure filter. This filter has 31 plates installed at present and has the capacity to filter up to 180 tpd of concentrate.

 

14.2.7Process Control

 

Process control in the concentrator has recently been upgraded by:

 

·Providing enough instrumentation so that the feed tonnage can be automatically controlled based on the pulp levels in the primary cyclone feed pump boxes and the circulating load through the mills, automatically controlling the pulp density in the flotation feed by automatically adjusting the water addition to the circuit based on the feed tonnage

 

·Addition of an Online Stream Analyser (OSA) to provide copper, iron and arsenic assays of the four process streams approximately every ten minutes. The feed and tailings samples and the entire final and scavenger concentrate flows will be pumped to a multiplexer on top of the OSA building with the accounting sample collection and sample transmission to the OSA being achieved in the same unit. The feed, tailings sample, and the scavenger concentrate streams will flow by gravity from the demultiplexer to the flotation feed while the final concentrate stream will be pumped to the thickener

 

·Upgrading of the Programmable Logic Controller (PLC) so that there is support for the operating system and a back-up processor to ensure that the control would remain active in the event that the existing processor fails

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14.2.8Process Water

 

The current fresh water supply for the plant relies on a 14 km pipeline from a wellfield on the plains east of the operation (Pump Station 1) and three booster pumps: Pump Station 2, on the plains, Pump Station 3 on the edge of the town (Concepción del Oro), and Pump Station 4 in the center of town at the old smelter site. Tailings return water from the decant system and underdrains at the disused tailings impoundment facilities flow by gravity to Pump Station 3 to join the fresh water supply. The recovered water from the new tailings area (Area 5) will be pumped to Pump Station 3.  

 

Water from underground workings is pumped to two concrete lined decant ponds above the process plant and flows by gravity to the plant. An allowance has been made in the water balance for water from the underground, which will provide a small fraction of plant water requirements. Use of this water depends on the quality of the water, which may deteriorate when mining higher grade and higher pyrite ores.  The overall plant water balance is presented in Table 14-3.

 

Table 14-3: Process Plant Water Balance

 

  Addition Point Water Flow Rate
tph gpm L/s
Grinding Water in ore 4 16 1.1
Water to ball mill feed 26 113 7.1
Water to cyclone feed 171 752.74 47.5
Gland water (4 cyclone feed pumps) 9 40 2.5
Gland water (3 cyclone feed pumps) 5 22 1.4
Water in lime slurry 2.3 10 0.6
Water with reagents negligible
Flotation Circuit fresh flotation feed 217 953 60.2
Water to copper concentrate launder 5 22 1.4
Concentrate pump gland 0.5 2 0.1
Copper concentrate 14 63 4.0
Scavenger feed 219 962 60.7
Water to scavenger concentrate launders 1 2 0.1
Water to scavenger concentrate pump gland 2 9 0.6
Scavenger concentrate 3 13 0.8
Water to scavenger tails pump gland 2 9 0.6
Scavenger tails to impoundment 218 960 60.6
Dewatering Concentrate thickener feed 18 80 5.1
Thickener sprays and pump glands 5 22 1.4
Concentrate thickener underflow 4 17 1.1
Concentrate thickener overflow (to pond) 19 82 5.2
Filtered concentrate 1 3 0.2
Filtrate (to thickener feed) 3 14 0.9

 

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SLR Project No.: 233.065242.00006

 

Plant Water Requirement Total to process 234 1029 64.9
Less water in ore 4 16 1.0
Total water requirement 230 1013 63.9
Contingency (10%) 23 101 6.4
Process water requirement 257 1130 71.3
Fresh Water Requirement Total to process 257 1130 71.3
Total from underground mine 15 66 4.2
Total water requirement 242 1064 67.1
Recovered from tailings (40% loss)1 131 576 36.4
Fresh water requirement 111 488 30.7

Notes:

Bold type indicates water additions

1 by evaporation and incorporation into tails

 

Source: Aura Minerals FS 2018

 

14.2.9Plant Trial – Addition of Diesel in Copper Flotation

 

Flotation is a key metallurgical process for separating valuable materials from waste. This process largely depends on the physicochemical properties of the materials involved, as well as the reagents used. A significant improvement in flotation efficiency can be achieved by using diesel as an auxiliary agent.

 

14.2.9.1Role of Diesel in Flotation

 

Diesel is commonly used as a surface modifier and auxiliary collector in the flotation of non-metallic minerals and coal. Its main function is to modify the hydrophobicity of the target particles, facilitating their adhesion to the air bubbles generated during the flotation process. This improves the process selectivity and increases the recovery of valuable minerals.

 

14.2.9.2Benefits of Using Diesel

 

·Improved Hydrophobicity: Diesel promotes greater adhesion of the target particles to the air bubbles, maximizing the flotation of desired minerals.

 

·Higher Recovery Rates: Acting as an auxiliary collector, diesel can significantly increase the recovery rate of certain minerals and especially fine particles.

 

·Compatibility: Diesel is compatible with a wide range of reagents and minerals, making it a versatile option for different applications.

 

·Relatively Low Cost: Compared to other chemical reagents, diesel is an economical and easily accessible option.

 

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14.2.9.3Application of Diesel in Aranzazu Copper and Molybdenum Flotation

 

A successful case of diesel application in flotation was observed in the Aranzazu concentrator, where it was implemented in September 2024 to improve molybdenum recovery. This strategy not only significantly increased molybdenum recovery but also had a positive impact on copper recovery seen in the metal recovery increases during the last four months of 2024, presented in Figure 10-1, Figure 10-2, and Figure 10-3.  

 

14.2.9.4Molybdenum Flotation Testing

 

The ongoing research on the beneficiation of molybdenum at Aranzazu represents a significant opportunity for operational and financial improvement. If successfully beneficiated, molybdenum has the potential to increase the mine's overall production and profitability.

 

Laboratory tests conducted on copper concentrate have yielded successful results, demonstrating the feasibility of molybdenum recovery. Potential Benefits Include:

 

·Increased Revenue.

 

·Resource Optimization: Recovering molybdenum from the existing copper concentrate optimizes resource utilization and reduces waste.

 

·Competitive Advantage: Successfully incorporating molybdenum beneficiation strengthens the mine's market position and diversifies its product offerings.

 

To capitalize on this opportunity, the following actions are recommended:

 

·Pilot Plant Implementation: Scaling up the laboratory success to a pilot plant phase to validate the process under operational conditions.

 

·Economic Analysis: Conducting a detailed cost-benefit analysis to ensure the economic viability of full-scale implementation.

 

·Environmental Assessment: Evaluating the environmental impact to align the project with sustainable mining practices.

 

14.3QP Opinion

 

The QP has reviewed the plant operating performance information and considers the plant to be capable of operating at the production rates projected in the current LOM plan. The grinding circuit is at capacity at the LOM rates but has an additional grinding mill that could be put online if ore hardness increases. The copper recoveries and concentrate grades are within the ranges projected including the arsenic grades which are being followed closely but will likely draw a penalty. The 2024 copper recovery was 91% and the concentrate grade is 21.6% operating with rougher flotation only, no cleaning.

 

The beneficiation of molybdenum is currently under investigation and has good potential to improve production efficiency and profitability. By building on the successful laboratory results and advancing to the next development phases, this opportunity could significantly contribute to the mine's long-term success and sustainability.

 

Figure 14-2 is a flowsheet of the proposed molybdenum circuit to be added to the Aranzazu concentrator.

 

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Figure 14-1: Grinding, Flotation and Dewatering Circuit Flowsheet

 

 

Source: Aura 2024

 

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Figure 14-2: Flowsheet of Proposed Molybdenum Flotation Circuit  

 

 

Source: Aura 2024.

 

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SLR Project No.: 233.065242.00006

15.0Infrastructure

 

A description of major site infrastructure follows. A site layout is presented in Figure 15-1.

 

15.1Access Roads

 

The Aranzazu Property is located approximately one kilometre from the town of Concepción del Oro and connected by road, of which 500 m is paved before turning into a gravel road maintained by the mine. This road is primarily used for personnel transport and light vehicles.

 

In addition, there is a “North Bypass Road” that was constructed so that heavy vehicles are not required to pass through the town. This road passes north of the town and allows for direct connection to the state highway.

 

15.2Power

 

Site power supply is 34.5 kV provided by the commercial power network Commission Federal de Electricidad. There are three main circuits across the site. A single backup diesel generator is available that can be used to power the Robbins 11 main fan in the case of power outages. Additional information is provided in Section 13.5.3.

 

15.3Buildings

 

The following list of ancillary buildings exists on the Aranzazu site.

 

·Administration office

 

·Mine dry, engineering office, and mine operations complex

 

·Warehouse and outside laydown area

 

·Assay lab (the Aura Minerals Lab)

 

·Core shack

 

·Mobile equipment repair shops

 

·Various Contractor offices and portable trailer

 

15.4Fuel Storage

 

Diesel fuel is supplied by a local contractor. Onsite there are three storage tanks, one each at 6,000 L, 15,500 L, and 35,000 L in volume.

 

15.5Explosives Magazine

 

On surface there are three explosives magazines for packaged explosives with a total capacity of 43,000 kg, and a 200,000 unit detonator magazine

 

In the underground mine, there are three explosive magazines with a total capacity of 22,500 kg, and a 70,000 unit detonator magazine.

 

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15.6Process Water

 

The fresh water supply for the processing plant is the El Salero wellfield, located in the community of Salero at UTM coordinates 265,600 East and 2,724,550 North, approximately 14 km east of the Mine. The two wells have a discharge head elevation of 1,972 masl and a static water level of 122 metres below surface. The wells are lined with 6” diameter, Schedule 40 steel pipe columns extending to depth of 164.7 metres. The well pump is a 120 hp Altamira submersible model. The allowable annual withdraw is 1,081,495 m3, or an average of approximately 123 m³/h.

 

Water is transported to the mine site via a 14-kilometer pipeline with four booster stations, each with pumps between 300 hp and 350 hp. At Pump Station 3, fresh water from the well is mixed with reclaim water from the TD5 tailings dam in approximately equal amounts. Two storage pools at the process plant have a total storage capacity of 6,000 m3.

 

15.7Potable Water

 

The site is not connected to a potable water distribution network. Potable water is trucked to the site.

 

15.8Waste Rock Storage

 

There is a single waste rock pile on surface that contains waste material mined by open pit and earlier in the underground mine life.

 

Currently waste generated by underground mining is not typically brought to surface since it is used for stope backfill. Waste generation over the remaining mine life is less than required for stope backfill so some of the waste rock currently stored in the surface pile will be brought underground to supplement backfill requirements.

 

More information regarding the waste rock is provided in Section 17.4.1.2.

 

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Figure 15-1: Surface Infrastructure Layout

 

 

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15.9Tailings Storage Facilities

 

Aranzazu has multiple historical tailings storage facilities (TSFs) which are designated as Tailings Disposal (TD) No. TD1/TD2, TD3, TD4, Old TD5, and TD5 (active). Figure 15-2 provides a plan view of the historical and current tailings management areas.

 

The historical TSFs are in various stages of closure and reclamation, while the active TD5 area is currently being expanded. Additional information for the TSFs is presented under Section 17.4.1.1.

 

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Figure 15-2: Tailings Storage Facilities

 

 

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15.9.1TD1/TD2

 

TD1/TD2 was initially built using upstream construction methods in a ring-type shape. The impoundment area was divided into two cells (TD1 and TD2) to ease operations and maximize storage. Little is known about the construction of the facility through the years.

 

The TD1/TD2 facility consists of a ring-type tailings dam built on a natural basin, using upstream construction methods. The dam itself was built using coarse tailings. Historical tailings were excavated from within the impoundment and used as material to raise the facility. A decant tower is located approximately 60 m from the upstream slope of the embankment, and near the reclaim pond. The decant pipe drains transport fluids to pump station #3 where they are then recycled to the process plant.

 

15.9.2TD3

 

TD3 was initially constructed before 1973, but there are no records of this construction (SRK 2022). The dam is believed to have been constructed using the upstream method. The current configuration in TD3 has the dam crest at a variable elevation between 2030 masl and 2040 masl, where the higher section is 27 m high and abuts the historical TD4 facility. The TD3 facility is not currently operated. TD3 closure studies to transition in Active Care are underway – but are understood to have not yet been initiated.

 

15.9.3TD4

 

A historical tailings impoundment, referred to as Presa 4, forms the foundation of TD4. Presa 4 is a side hill impoundment constructed primarily through the 1990s to approximately 60 m in height using tailings and the upstream construction method. the principal risks are associated with the potential for generation of excess porewater pressures (reducing geotechnical stability) and the challenges associated with managing storm water, surface diversions and water management. TD4 is no longer active, and studies are ongoing to address geotechnical risks and develop a closure plan.

 

15.9.4Old TD5

 

Old TD5 is formed by two embankment dams (designated as the “primary” dam and the “south” dam) that abut the natural topography at the eastern limits of TD5 to form an enclosed basin for tailings storage. The tailings dams are under drained, zoned earthfill embankment with 2.5H:1V (horizontal:vertical) downstream slopes and 1.75H:1V upstream slopes and a crest width of 15 m. Raising the dams is via downstream raise methodology.

 

The exposed downstream slopes of TD5 (old) are prone to surface erosion and the formation of gullies, presumably due to a combination of wind and surface water erosion. The stability analysis of TD5 (old) in its current state indicates that the dam does not meet the required minimum factor of safety (FoS) as recommended by CDA (2019) drained conditions, resulting in shallow slump failures of the exposed tailings slopes, which highlights the need for lowering the downstream slopes to ensure the long-term stability of the facility.

 

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15.9.5TD5 (Active)

 

The TD5 tailings dam is a zoned earthfill embankment with 2.5H:1V downstream slopes and 1.75H:1V upstream slopes and a crest width of 15 m. The Stage 1 embankment construction will be completed in three construction stages (Stage 1A, 1B and 1C) using downstream raise methodology. Future expansions are anticipated to consist of sequential downstream raises of the tailings dam.

 

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16.0Market Studies

 

16.1Marketing and Metal Prices

 

The principal commodity at Aranzazu is a sulphide concentrate containing copper, gold, and silver. This type of product is freely traded, at prices that are widely known, so that prospects for sale of any production are virtually assured.

 

The SLR QP notes that the Mineral Reserve estimates are based on long-term prices of US$2,000/oz Au, US$25.00/oz Ag, and US$4.20/lb Cu, all reflecting market trends.

 

The metal prices used in this report for economic analysis are based on analyst market consensus. The SLR QP considers the selected metal prices for the economic analysis to be acceptable considering the current mine life. The prices used for the economic analysis are shown in Table 16-1.

 

Table 16-1: Metal Price Assumptions

 

Commodity Unit Long Term
Copper $/lb 4.24
Gold $/oz 2,212
Silver $/oz 27.69

 

Aranzazu produces sulphide concentrate that is consistent with standard industry practices, and thus refining terms are similar to comparable operations. Concentrate is trucked approximately 900 km to Impala Terminals Mexico S.A. de C.V. located at the port of Manzanillo, Mexico.

 

No external consultants or market studies were directly relied on to assist with the sale terms and commodity price projections used in this report. The SLR QP agrees with the assumptions and projections presented.

 

16.2Contracts

 

There are a number of smelters with capacity to refine the sulphide concentrate produced by Aranzazu. Aura has a three-year non-exclusive sales contract in place with Trafigura México, S.A., de C.V. to deliver a minimum of 180,000 dry metric tonnes (dmt) of concentrate. The terms of the contract and costs for transport, refining, and penalties are within industry norms.

 

In the SLR QP’s opinion, the sales contracts that Aura has entered into are based on normal commercial arrangements.

 

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S-K 1300 Technical Report Summary

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17.0Environmental Studies, Permitting, and Plans, Negotiations, or Agreements with Local Individuals or Groups

 

SLR based its review on a desktop review and a site visit, including interviews with key environmental, social, and mine staff from Aranzazu.

 

17.1Environmental and Social Setting

 

17.1.1Environmental Setting

 

The Mine has an approved Environmental Impact Assessment (EIA), or Manifestacion de Impacto Ambiental (MIA) in Mexico, that was compiled in 2010 and included supporting baseline and impact assessment studies.

 

The 2018 TR and the 2023 Closure report (Aura 2023) provide information on the environmental and social setting, which is summarized in the sections below. As previously mentioned, Aura purchased the Mine in 2008 with existing legacy infrastructure, including abandoned shafts, north waste rock pile, an abandoned oxide leach site, water pumping and conveyance systems, and a series of historical tailings impoundments (TD1 to TD5) (Aura 2018).

 

Climate and physiography are described in Section 4.0.

 

17.1.1.1Flora and Fauna

 

Vegetation in the region is limited to shrublands typical of arid areas, although there are pastures and coniferous and oak forests at higher elevations. The Mine area is dominated by Rositemophilous Desert Shrub (Aura 2018). This shrubland is found on in almost all the arid and semi-arid areas of the center, north and northwest of Mexico. It is noted that some of the most economically important species of arid regions are grown within this shrubland in general, including Lechuguilla, Candelilla, Guayule, Samandoca palm amongst others. Seven plant species were identified in the Property area which have commercial value. No species were noted as having conservation status (Aura 2018).  

 

Very limited fauna was identified in the Mine area, with only two bird, one mammal, and one reptile species identified, and only a few individuals in each case, although it should be noted that the fieldwork was limited to two days in summer. No species were noted as having conservation status (Aura 2018). Livestock, mainly goats, were noted.  

 

17.1.1.2Water Resources

 

The Concepción del Oro municipality has numerous intermittent streams. Three watercourses traverse the Property area, namely El Arroyo Los Coyotes, Arroyo Principal and El Catarroyo, as well as three unnamed watercourses. El Principal Creek was diverted around AA pit (Aura 2018).

 

Groundwater resources are generally over exploited in Zacatecas, with a deficit noted to be 297 Mm3 (Auro 2023). The Mine lies within the Guadalupe Garzarón aquifer. The regional groundwater table lies at 12 m to 33 m below surface, according to 2017 boreholes in the TD5 area (Aura 2018).

 

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From 2009 until operations were suspended in 2015, the Mine conducted water quality monitoring at seven surface water locations upstream and downstream of the town of Concepción del Oro and in the El Principal Creek, and five groundwater wells including the El Salado well and within the tailings storage facility (TSF) area. Water collected in underground workings was found to have arsenic concentrations of up to 15 mg/L, well above the Mexican norm for discharge into water bodies (NOM-001-SEMENARNAT 1996) of 0.2 mg/L monthly average and 0.4 mg/L daily average (Aura 2018).

 

17.1.1.3Geochemistry

 

Aura recently completed geochemical test work (2023-2024). According to the results obtained up to date, the tailings are potentially-acid generating if the mix of the material is similar to the average of the sample results, and waste rock samples may have enough neutralization potential to be non-acid generating overall, but many samples are acid generating (GRE 2024).

 

17.1.1.4Soil and Sediments

 

Soils and stream sediments in the region are well documented as having elevated metal concentrations, notably arsenic, cadmium, lead, and antimony. Concentrations of arsenic are noted to be high in the historical tailings that have been deposited on the Property. Sediments in the Los Coyotes stream, which captures mine runoff and is also used by the town to discharge untreated sewage, have elevated arsenic (Aura 2018).  

 

17.1.1.5Protected Areas

 

The Mine does not lie within any protected areas (Aura 2018); however, in January 2024, a new protected area located both to the west and to the east of the Mine site was created. The protected area is called Zacatecan Semi-Desert, located in the Mazapil, Concepción de Oro y Salvador municipalities in Zacatecas. The protected area has a total surface of 223,796 ha. The protected area management plan has not been released yet, and the buffer areas around the protected area are unknown.

 

17.1.2Social Setting

 

The area of influence of the Aranzazu mine is the Municipality of Concepción del Oro, which had a total population of approximately 12,900 people in 2020. The Municipality includes 114 communities, including: El Durazno, Los Encinos, Progreso, El Salero, Concepción del Oro, La Curva, Fraccion Las Huertas, Manuel Rodriguez Mendez, Emancipacion, Colonia Fovisste and Guadalupe Garzaron. Concepción del Oro accounts for approximately 57% of the Municipality's population.

 

Communities in the Municipality of Concepción del Oro are dependent on primary sector-related activities, such as agriculture, livestock, forestry, hunting and fishing, which represent approximately 17% of its total income (Aura 2018). Mining is also essential in the local economy and in Zacatecas State, concentrated mainly in silver, gold, zinc, iron, lead, mercury, among others (Aranzazu Holding 2020).

 

17.1.2.1Communities and Infrastructure

 

Access to the Mine is via paved roads from Zacatecas, located 250 km to the southwest, or from Saltillo, located approximately 110 km to the northeast in Coahuila state. Both Zacatecas and Saltillo have airports with daily flights to and from Mexico City and some cities of the USA.

 

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The Mine lies on the western edge of the Municipality of Concepción del Oro. Most of the families in the area have had a historical connection to mining, and labour is mostly sourced locally from the surrounding communities. Educational, medical, recreational, and shopping facilities are available in the surrounding area. Management and specialized staff are sourced locally or internationally as required and available.

 

The Mine has a well-developed infrastructure, which includes power and water supply, warehouses, maintenance facilities, and the Aura Mineral lab. The Peñasquito mine is approximately 20 km west of Aranzazu.

 

Water supply for the community of Concepción del Oro comes from underground wells located around the area. The municipal domestic waste dump that serves the community lies within the Mine site in the projected area for the TD5 expansion (Stage 3). The Mine has obtained the environmental permit to relocate it.

 

Squatters have constructed homes in some areas near the edges of the Mine on land that belongs to Aranzazu (Section 17.2.2).

 

Within the town, some portions of the pipelines serving the Mine were built over the decades prior to the acquisition by Aura (Aura 2018). Also, an old tailings secondary pipeline (not currently in use) is located within the town, underneath some houses (PROFEPA 2024).

 

17.2Environmental and Social Impacts and Risks

 

17.2.1Environmental

 

The Resolution (certificate 32/MP-0029/11/13 CP, March 2014) approving the initial phases of TD5 identified impacts and mitigation measures related to soil, surface water quality and hydrology, groundwater levels and quality, air quality, loss of forest resources and fauna. Mitigation measures were included in the Resolution to manage and mitigate these impacts, which includes reforestation actions and environmental education to train employees and local residents on the conservation of fauna and flora as well as water.

 

The Mine has an Environmental Management Plan operational procedure last reviewed in December 2022. This plan has the stated objective of implementing prevention, control and mitigation measures to minimize environmental risks associated with the activities carried out within the Aránzazu mine. All project phases are addressed but at a high level with little detail.  

 

In addition, various groups within the Mine are responsible for the management of the Risk Management (Gestión de Manejo de Riesgos, GMRs), and audits are completed annually to establish the level of implementation. Within the GMRs, there are two environmental components (air emissions/waste management and water management and spills).

 

17.2.2Social

 

17.2.2.1Stakeholder and Community Engagement

 

According to Aura’s Sustainability Report from 2023 (Aura 2023a), community relations are key in the company’s strategy and vital for the success of its operations.

 

The Mine signed a collaboration agreement with the Municipality of Concepción del Oro in July 2024. Through this agreement, the Mine provides financial support in areas related to water and public lighting supply, road maintenance and scholarships for students pursuing careers in the mining industry.

 

The Department of Human Resources and Communities handles community issues on behalf of the Mine, and it engages with the mayor and local authorities. It also works with the mayor and local representatives to identify community needs and fund community investment initiatives. In

 

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2024, it funded health, community well-being, housing, and educational-related initiatives such as the following: (i) support to the Betesda Clinic, which offers essential health services to 342 individuals; (ii) provision of monthly food baskets to elderly adults; (iii) support for youth to train and practice sports at the Aranzazu Holding Sports Training Center; (iv) housing repairs; (v) donation of emergency fire equipment and (vi) educational site tours to the Aranzazu facility for middle school students and environmental ambassadors to learn about chemical processes, environmental responsibility, and water management (Aura, 2023).

 

In addition to the community investment initiatives, the Mine strives to maximize local employment, training and procurement with the area of interest communities. In Mexico, Aura has experienced an increase in spending of local procurement (Aura 2023a).

 

Communities have expressed concerns about noise, dust, increased traffic, environmental pollution and vibrations damaging nearby houses (Aura 2023a). Squatters built houses within the land located adjacent to the mine area when it was closed, and they claimed they are currently being affected by vibrations generated by the underground blasting. Although SLR understands that the Mine follows international standards regarding vibration and implements the best management practices for the use of explosives, the Mine regularly engages them through their representatives and assumes the costs of some maintenance and repairs.

 

No engagement plan, commitment tracking tool or grievance procedure has been provided to SLR during the review.

 

Aura obtained the Socially Responsible Company Seal from the Centro Mexicano para la Filantropia (CEMEFI) for the social investment programs indicated above (Aura 2023a).

 

SLR understands that the Mine maintains a good working relationship with the Municipality of Concepción del Oro (Aura 2018).

 

17.2.2.2Indigenous Peoples

 

The 2022 Sustainability report indicates the presence of Indigenous Peoples within the AoI, specifically around the water well and pump stations. It also states that no land use or access issues have occurred (Aura 2022). No Indigenous Relations Strategy or Plan has been provided during this review.

 

17.3Project Permitting

 

The General Law of Ecological Equilibrium and Environmental Protection (Ley General de Equilibrio Ecologico y la Proteccion al Ambiente [LGEEPA]) defines the environmental impact assessment as the procedure through which the Ministry of Environment and Natural Resources (SEMARNAT) establishes the terms that will guide the performance of works and activities which may cause environmental impacts and establishes the applicable provisions to protect the environment. Exploration, exploitation and benefit of minerals are included as prescribed activities where an Environmental Impact Statement (Manifestacion de Impacto Ambiental [MIA]), including a risk study will have to be completed by the proponent and approved by SEMARNAT. Furthermore, a modification to a mining operation also requires submission and approval of a Particular MIA (MIA Particular [MIA-P]). The main purpose of the MIA and MIA-P is to identify and manage environmental impacts applicable to all project phases, from site preparation, construction, operation, maintenance and decommissioning, demonstrating compliance with applicable federal, state and local environmental and land use regulations. In addition, a Unique Environmental License (Licencia Ambiental Unica [LAU]) is required. According to the legislation, authorization for changes in the land use of forested areas (ETJ in Spanish) should also be obtained.

 

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The Mine’s overall MIA was approved originally in October 2010 and updated in September 2020. This approval expires on October 7, 2030. This permit authorizes the completion of mining, mineral processing, and associated activities described in the MIA document. In March 2014, a MIA-P was approved for the construction of TD5. SEMARNAT has approved two additional MIAs-P related to updates to the TD5 design (south pond, additional areas required, and access roads) in 2020 and 2022.

 

Aranzazu mine originally obtained LAU 32/0016-2012 dated June 29, 2012. This LAU was updated on February 15, 2023, and June 14, 2023, and authorizes the exploration, exploitation, and processing of 66,088 tpd of copper, gold, and silver. The LAU should be updated when production increases, the process changes, the facilities increase/change, or new hazardous wastes are generated.

 

SEMARNAT issued some approvals in March of 2019 and March 2022 related to changes in the land use of a forested area. These approvals were related to the increase in the area of TD5, and additional associated works.

 

SLR understands that Aura is in the process of obtaining additional approvals for TD5 expansion (Phase 3) and associated changes in the land use to accommodate the additional areas related to this expansion. Some additional property acquisitions would also be necessary.

 

Aranzazu has a valid water taking permit. The permit is a Resolution B00.932.01.1972/2910 issued on May 3, 2017, by National Water Commission (Comisión Nacional de Agua [CONAGUA]), which is valid up to July 29, 2027. The water is taken from a groundwater well, named El Salero, located 14 km away from the Mine. The extracted water is conveyed by pipeline for use in the Mine.

 

Aranzazu also obtained in 2024 the permit for the relocation of the domestic municipal waste Section 17.1.2.1) into a landfill cell.

 

Aranzazu reports that for the active exploration areas, SEMARNAT has confirmed in writing for each of these areas that an exclusion to obtain authorization related to environmental impact1 has been granted.

 

Based on the remaining TD5 capacity, it appears additional tailings capacity will be required (Section 17.4.1.1). SLR understands that Aura has not started planning permitting for additional tailings facilities beyond TD5 (Stage 3).

 

Table 17-1 lists the main environmental approvals for the Mine.

 

 

 

1 This exclusion has been granted in accordance with Article 5 (L)(II) of Reglamento de la Ley General de Equilibrio Ecologico y la Proteccion al Ambiente en Materia de Evaluacion de Impacto Ambiental, RLGEEPA

 

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S-K 1300 Technical Report Summary

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SLR Project No.: 233.065242.00006

Table 17-1: Aranzazu - Environmental Permits

 

No Responsible Agency Number (Oficio) Bitacora Description Permit Type Approval Date Expiration Date Comments
1 SEMARNAT - Delegacion Federal Zacatecas DFZ152-203/10/1398 - Approves the Project. Total area: 19.66 ha, including exploitation, processing, tailings management facilities (and expansion of TD1 to TD4), open pit, and ancillary infrastructure). MIA Approval October 6, 2010 N.A.  
2 SEMARNAT - Delegacion Federal Zacatecas DFZ152-203/14/0492 32ZA2013MD055 Approves the design and the construction of the Tailings Management Facility TD5 (37.80 ha) for 20 years and 5 months. Storage capacity: 6.4 Mm3 MIA-P approval March 10, 2014 August 10/2034  
3 SEMARNAT - Delegacion Federal Zacatecas DFZ152-200/19/0448 32/DG-0067/03/19 Approves modifications to the design and construction of Tailings Management Facility TD5 including inclusion of two access roads (one internal one to ensure the proper maintenance of the tailings facility, and another one to be used as an access road by the community living around the area), and two water recycling ponds. MIA-P approval March 22, 2019 N.A. Once the works are finalized, the proponent should submit a report to PROFEPA summarizing the prevention, protection, control and mitigation measures implemented by the Mine.
4 SEMARNAT - Delegacion Federal Zacatecas DFZ152-200-20/0779 32/DG-0036/08/20 Does not modify the original approval issued through Oficio DFZ152-203/10/1398 of October 6, 2010. Authorizes 10 additional years for the operation of the mine. Overall MIA approval September 7, 2020 October 7/2030  
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No Responsible Agency Number (Oficio) Bitacora Description Permit Type Approval Date Expiration Date Comments
5 SEMARNAT - Delegacion Federal Zacatecas DFZ152-200-22/0115 32/DG-0008/01/22 Approves modification to the design/construction of TD5 to raise the dams up to 2,033 metres above the sea level (masl). It also authorizes the addition of the South Pond. MIA-P approval January 25, 2022 August 10/2034  
6 SEMARNAT - Delegacion Federal Zacatecas DFZ152-204/1211202 321LU-0019/03/12 Provides Unique Environmental License (LAU) for exploration, exploitation, processing and production of 2,600 tonnes per day (tpd) of copper. Unique Environmental License (LAU in Spanish) June 29, 2012 N.A. The LAU is valid unless there are increases in production, changes in the process, increase/changes in the facilities or generation of new hazardous wastes. For these changes, an updated LAU should be obtained.
7 SEMARNAT - Delegación Federal Zacatecas ORE152-200/0189/2023 32/LU-0017/12/22 Modifies the original LAU and authorizes the exploration, exploitation, and processing of 66,088 tpd of copper, gold and silver. The air emission sources list is also updated. Updated LAU February 15, 2023 N.A. It requires the presentation of an annual report called Cedula de Operacion Anual (COA).
8 SEMARNAT - Delegación Federal Zacatecas ORE152-200/0831/2023 32/LU-0062/04/23 Updates the air emission sources. The rest of the conditions of the LAU are maintained. Updated LAU June 14, 2023 N.A. It requires the presentation of an annual report called Cedula de Operacion Anual (COA).
9 SEMARNAT - Delegación Federal Zacatecas DFZ152-201/10/1305 - Approves the change in land use for 19.64 ha Changes in the land use of a forested area September 8, 2010 September 8, 2020 Requests presentation of semi-annual reports.
10 SEMARNAT - Delegación Federal Zacatecas DFZ152-201/20/0946 - Extends the permit to remove vegetation for additional five years and six months, up to March 2026. Changes in the land use of a forested area October 15, 2020 March 25, 2026 Requests presentation of semi-annual reports.
11 SEMARNAT - Delegación Federal Zacatecas DFZ152-201/22/0191 32/DS-0037/09/21 Approves the change in land use of a forested area (related to the construction of TD5) of 2.36 ha. Changes in the land use of a forested area February 8, 2022 February 8, 2027 Requests presentation of semi-annual reports.
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No Responsible Agency Number (Oficio) Bitacora Description Permit Type Approval Date Expiration Date Comments
12 Comisión Nacional del Agua B00.932.01-1972/2910 - Authorizes the water taking of 1,081,495 m3/year from the Salero well. The water should be used for the industrial process. The permit is granted for 10 years. Water Taking Permit May 3, 2017 July 29, 2027 Request for the renewal of the permit should be submitted by January 28, 2027.
The permit indicates that there is not permission to discharge excess water to the environment.
13 SEMARNAT - Subsecretaria de Gestión para la Protección Ambiental 05-PMM-I-0142-2015 - This recognizes the Mine to be a Hazardous Waste generator. Registration of the Hazardous Waste Management Plan. September 22, 2015   There is a need to update this registration if there are changes (type/quantities) of the hazardous wastes registered, or if there is any change in the authorized companies used for treatment/disposal of the hazardous wastes.
14 Secretaria del Agua y Medio Ambiente. Estado de Zacatecas SAMA/1492/2024   Authorizes the relocation of the municipal waste dump into a new area named Cell North 3 due to the planned expansion of the Mine's Tailings Management Facility. State Environmental Impact Resolution - Relocation of municipal wastes into a new area June 24, 2024    
15 Secretaria del Agua y Medio Ambiente. Estado de Zacatecas DFZ152-200/19/1699 Folio ZAC/2019-0001256 Confirm environmental impact approval for exploration and road rehabilitation is not required for 3 areas (dimension: 200m2 for each of them) identified as GH-DEEP_001, GH_DEEP_002, and GH-DEEP_005 Exclusion from environmental impact evaluation process November 6, 2019 N.A.  
16 Secretaria del Agua y Medio Ambiente. Estado de Zacatecas DFZ152-200/20/0693 Folio ZAC/2020-0000441 Confirm environmental impact approval for exploration is not required for 3,000 m2.   August 11, 2020    
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No Responsible Agency Number (Oficio) Bitacora Description Permit Type Approval Date Expiration Date Comments
17 Secretaria del Agua y Medio Ambiente. Estado de Zacatecas DFZ152-200/21/0768 Folio ZAC/2021-0000432 Confirm environmental impact approval for exploration is not required for project named Exploracion Minera Aranzazu (11 areas)   June 24, 2021 N.A  
18 Secretaria del Agua y Medio Ambiente. Estado de Zacatecas ORE152-200/1016/2023 Folio ORZAC/2023-0000536 The proponent informed that environmental impact approval for exploration is not required for the area known as Temeroso 01.   July 20, 2023 N.A.  
19 Secretaria del Agua y Medio Ambiente. Estado de Zacatecas ORE?152-200/1633/2024 Folio ORZAC/2024-0001083 Confirm environmental impact approval for exploration is not required for 727 m2 (mining concession Arco Iris and Macocozac I).   December 18, 2024 December 18, 2026  

Notes:

SEMARNAT: Secretaria de Medio Ambiente y Recursos Naturales

MIA Manifestacion de Impacto Ambiental

LUA Licencia Ambiental Unica

N.A. Not Applicable

 17-9

Aura Minerals Inc. | Aranzazu Mine

S-K 1300 Technical Report Summary

March 28, 2025

SLR Project No.: 233.065242.00006

17.3.1Project Compliance

 

One of the requirements of the LAU is the submission of an annual report (Cedula de Operacion Anual [COA]). The COA is a mechanism for reporting emissions, transfers and management of pollutants that should demonstrate compliance with the obligations set out in the Environmental License. This annual report should include the summary of the environmental activities completed from January 1 to December 31 of the previous year. It should be submitted by the end of the first quarter of every year. The COA should contain among others, mine’s technical information, project description, products, by-products, energy consumption, air emissions, water taking, water discharge, transfer of hazardous wastes (including storage, treatment and final disposal), greenhouse gas (GHG) inventory, spills, contamination prevention, increase or reduction of substances comparing versus the previous year. If the COA is not submitted, there is the potential for fines. It is understood that Aura submits the COA annually. In addition, one of the MIA conditions is the submission of a compliance annual report. The report should be submitted to SEMARNAT and Procuraduria Federal de Proteccion al Ambiente (PROFEPA).

 

A tailings spill (63 m3) on Concepción de Oro’s roads occurred in June 2024. The spill was generated at a vault that connected the primary (current) tailing pipeline and the old secondary tailing pipeline (located within the town). As a result of the incident, Aranzazu proceeded with the submission of a notification to the agencies, removal of the connection, and completion of a cleanup (the material was disposed of in TD5). PROFEPA inspected the area and the documentation provided by Aura, and as a result the Resolution No. 029/V.I./2024 of September 2024 was issued. The Resolution establishes the need to pay a monetary fine of approximately  US$2,700. PROFEPA indicates that the spill generated a risk to the environment and the health of Concepción de Oro’s population, but recognizes that Aranzazu mine completed the corrective and mitigation measures.

 

17.4Waste and Tailings Disposal, Site Monitoring, and Water Management

 

17.4.1Waste Disposal

 

17.4.1.1Tailings

 

As mentioned under Section 15.9, Aranzazu has multiple historical tailings storage facilities (TSFs) which are designated as Tailings Disposal (TD) No. TD1/TD2, TD3, TD4, Old TD5, and TD5 (active).  

 

Evolution of Tailings Management

 

TD1/TD2

 

Multiple geotechnical investigations and slope stability analysis has been completed since 2018, with modelling results indicating that the facility meets the minimum required factor of safety (FoS) (Wood 2022). The TD1/TD2 facility is classified as an extreme risk (Wood 2022). Active closure is underway for TD1/TD2 to bring this TSF area into compliance with Canadian Dam Association guidance for extreme precipitation and seismic events (Wood 2022).

 

TD3

 

The recommended dam classification for TD3 is Very High, as per the Global Industry Standard on Tailings Management (GISTM) and CDA (2019) guidelines (SRK 2022). The stability analysis of TD3 in its current state indicates that the dam does not meet the required minimum FoS as recommended by CDA (2019) (SRK 2022). Plans for regrading the TD3 tailings surface and perimeter containment have been developed to bring TD3 into compliance (SRK 2022). The proposed regrade design is reported to provide adequate stability, for both shallow and deep-seated failures in case of tailings liquefaction (SRK 2022).

 17-10

Aura Minerals Inc. | Aranzazu Mine

S-K 1300 Technical Report Summary

March 28, 2025

SLR Project No.: 233.065242.00006

 

TD4

 

The dam rating for TD4 is Extreme based on CDA (2019) and professional judgement (SRK 2021). Analyses of current conditions indicate that the safety factors calculated against geotechnical faults do not meet the minimum requirements according to the CDA guidelines (2019). It is understood that studies are ongoing to address identified risks and bring TD4 into compliance with applicable international standards.

 

Old TD5

 

The exposed downstream slopes of TD5 (old) are prone to surface erosion and the formation of gullies, presumably due to a combination of wind and surface water erosion (SRK 2022). The recommended dam classification for TD5 (old) is Very High, as per the GISTM and CDA (2019) guidelines (SRK 2022). The stability analysis of TD5 (old) in its current state indicates that the dam does not meet the required minimum FoS as recommended by CDA (2019) drained conditions, resulting in shallow slump failures of the exposed tailings slopes, which highlights the need for lowering the downstream slopes to ensure the long-term stability of the facility (SRK 2022).

 

TD5 (Active)

 

An Operation, Maintenance and Surveillance (OMS) Manual was developed for TD5 (Wood 2019). SLR understands that the OMS manual would have to be updated to reflect current TD5 configuration and operating conditions.

 

It is understood that TD5 is designed to receive a total of approximately 6.74 Mt of tailings from the end of October 2024 to completion of the TD5 Stage 3 (Aura 2024b). According to this, and the current LOM projection (11.47 Mt of ore) additional tailings capacity will be required.

 

Risk Mitigation

 

Two separate Failure Mode and Effects Assessments (FMEA) have been completed for the Aranzazu tailings management areas. An FMEA was completed in connection with the FS to assess the risks associated with resumption of tailings deposition in TD4 (SRK 2017) and a more comprehensive FMEA, involving all current and historical TDs was completed in connection with the most recent dam break analysis (Geoingenieria 2020). The FMEA process should be updated periodically. SLR understands that the FMEA has not been updated since the 2020 dam break analysis.

 

Given the high and extreme dam hazard potential classification (HPC) of the various TDs, ongoing tailings management would benefit from the incorporation of an Independent Tailings Review Board (ITRB). An ITRB would provide comprehensive oversight of tailings management and associated risk mitigations and be consistent with the current guidance provided by the Global Industry Standard on Tailings Management (GISTM).

 

SLR relies on the conclusions of the mentioned reports in this section and provides no conclusions or opinions regarding the stability of each of the TDs.

 17-11

Aura Minerals Inc. | Aranzazu Mine

S-K 1300 Technical Report Summary

March 28, 2025

SLR Project No.: 233.065242.00006

 

17.4.1.2Waste Rock Pile

 

Waste rock (Tepetatera in Mexico) from previous years of operation has been stored on surface (area of 19,96 ha) and within the open pits. A substantial quantity has also been placed in mined out stopes in the underground mine (Aura 2018). Aura is not anticipating storing additional waste rock on the surface.

 

The geochemistry data for the waste rock pile is currently inconclusive. Both acid-consuming and acid-generating rock are present, and the proportion cannot be easily determined due to the heterogeneity of the facility and the difficulty of sampling a waste rock with large rocks (GRE 2024). The study completed by GRE recommends ongoing geochemistry testing to better characterize the risk of Acid Rock Drainage (ARD) in the legacy waste rock pile. The same study also recommends the ET cover for the waste rock dump.

 

17.4.2Site Monitoring

 

The Mine completes site monitoring regularly. As part of the monitoring, surface water quality (Section 17.4.3), air quality monitoring, and vibration monitoring are completed. Some of these results are reported as part of the COAs, and the annual compliance reports.

 

There is an applicable Mexican air quality regulation (NOM-025-SSA1-2014). The criteria are expressed as particulate matter concentration, in micrograms of PM2.5 (particulate matter with a diameter of 2.5 µm or less) /PM10 (particulate matter with a diameter of 10 microns (µm) or less) per normal cubic metre of air (µg/Nm3). PM2.5 and PM10 are evaluated across the mine area (three locations) monthly. According to the results reviewed, air quality at the mine meets the criteria.

 

Vibration monitoring is completed to understand and manage/mitigate potential impacts to the neighbouring community associated with the use of explosives for underground blasting. The monitoring is completed and reviewed against international guidelines (as there is no Mexican regulation related to vibration).

 

It is understood that there are monitoring wells around some of the tailings facilities, however, no information related to groundwater quality was available for review.

 

17.4.3Water Management

 

As stated in Section 4.2, the Mine site is in an area characterized by a semi-arid climate with low precipitation and high evaporation. As a result, the design of the water management system is driven by the need to address lack of water instead of managing water surplus, and the Aranzazu operation does not generate excess water to be discharged to the environment (i.e., zero discharge operation). All water collected in the active TD5 is pumped back to the process plant. Domestic wastewater from bathrooms, canteen and offices is collected and conveyed to septic system.

 

The current fresh water supply for the process plant relies on a well located approximately 15 km east of the Mine referred to as El Salero. Aranzazu currently holds industrial water use rights for up to 1,081,495 m3/year for El Salero well, which are valid until July 2027 (Section 17.3). The well outlet is equipped with a flowmeter to monitor the water consumption, which is reported to the environmental authority (CONAGUA). This permit will have to be renewed well in advance of the expiration date.

 

Due to the climatic conditions that characterize the Aranzazu area and the ephemeral nature of surface runoff, the primary challenge associated with water management is having a reliable source of groundwater supply to support the operation. Furthermore, SLR understands that the

 

 17-12

Aura Minerals Inc. | Aranzazu Mine

S-K 1300 Technical Report Summary

March 28, 2025

SLR Project No.: 233.065242.00006

Municipality of Concepción del Oro relies on seven groundwater wells as the source for water supply. Accordingly, multiple water users rely on groundwater availability. Studies on water supply evaluation at the Aranzazu area are required to establish whether the local aquifers have the potential to provide enough water to meet the estimated water demand for the operation during the mine life (Section 7.3) without affecting water supply for other authorized users. The SLR QP is not aware of water supply evaluations conducted recently to evaluate water availability in the short and mid term (the current mine life is 10 years).

 

A water management protocol (PG-AU-SSMA-MA-002-ES from 2022) is in place to establish the criteria associated with water consumption and generation of liquid effluents to promote a safe and efficient management of water in Aranzazu. The protocol identifies the applicable norms regarding water quality parameters, roles and responsibilities, directives for water management and water balance, monitoring requirements and requirements associated with drainage, piping and containment systems.

 

According to the water management protocol, the water quantity monitoring must include streamflow in watercourses surrounding the operation, and groundwater level. The water quality monitoring must include physicochemical parameters for surface water and groundwater. The water quality monitoring is conducted by an external laboratory (Laboratorios ABC Química Investigación y Análisis, S.A. de C.V.) accredited by PROFEPA. The water monitoring program includes a total of 17 monitoring locations identified in the protocol. Upstream and downstream monitoring of sediments must be conducted at three monitoring locations in the Principal Creek, which runs across the Aranzazu operation. The frequency of water and sediment monitoring is biannual.

 

A partial set of water quality analysis results for 2024 prepared by Laboratorios ABC Química Investigación y Análisis, S.A. de C.V. was included in the information provided by Aura for this review. However, SLR did not find evidence of records kept by Aranzazu comparing measured concentrations against applicable maximum permissible limits nor historical records to evaluate potential changes and trends. Magnitude and frequency of exceedances identified through the water quality monitoring program were not found in the information available for review. SLR is not aware of any non-compliance expressed by the environmental authorities regarding water quality.

 

The SLR QP recommends developing electronic spreadsheets to tabulate, compile, process and document water quality data results, and track compliance with the applicable regulations. The analysis will allow Aranzazu to make use of the existing water quality database to identify and manage any issues as they arise implementing timely corrective actions.

 

SLR notes that a hydrogeological study was completed to simulate water flow and assess aquifer behaviour (Section 7.3); however, the study did not include any consideration of groundwater quality. The SLR QP recommends the completion of further hydrogeology studies to understand any potential groundwater quality impacts downstream of the site.

 

17.5Mine Closure Requirements

 

The Mining Law in Mexico was modified recently (May 2023). According to the updated regulation, the Mine should complete a Rehabilitation, Closure and Post-Closure Plan as required in the LGEEPAs and obtain the associated approval.

 

17.5.1Mine Closure Plan (MCP)

 

SLR reviewed the 2023 Closure Plan (also called Asset Retirement Obligations [ARO] report) dated December 2023.

 

 17-13

Aura Minerals Inc. | Aranzazu Mine

S-K 1300 Technical Report Summary

March 28, 2025

SLR Project No.: 233.065242.00006

The Closure Plan focuses on equipment dismantling, earthworks for stabilization of landforms and slopes, erosion and sediment control, re-vegetation, treatment of water and post-closure monitoring. The report notes that no indications of acid drainage have been detected in the tailings dam or in the waste rock piles at Aránzazu to date. The mine does plan to continue with the geochemical testing and characterization work on an annual basis to inform closure planning (Aura 2023). Progressive closure is mentioned as a means to reduce closure and rehabilitation activities after cessation of mine activities, but no clear commitment is made to implement progressive closure.  

 

Tailings material will be tested to determine the potential for acid generation. The tailings dams are planned to be sloped and encapsulated by applying “appropriate” material to limit exposure and provide substrate for revegetation (Aura 2023). Further work has been focussed on closure planning for TD1/TD2. Closure planning for TD1/TD2 and other TSF studies (Section 17.4.1.1) should be incorporated into the overall Closure Plan for the Mine, including the conceptual cover design and water management plan compiled by Wood in 2022. It is unclear if climate change, especially the potential for more extreme precipitation events, has been considered in closure design.

 

Equipment will be removed from underground and access points will be closed. There is no mention of groundwater management or if any special measures are needed to manage groundwater levels and quality.

 

Waste rock will be used as fill or left underground and any remaining waste rock on surface will be tested to determine if the material is acid-generating. If the material is expected to be acid generating, cover will be considered (Aura 2023).

 

No information is provided on closure of the open pits, nor former environmental liabilities (i.e., shaft, adits, etc.).

 

17.5.2Closure Cost Estimate

 

The 2024 Closure Plan Executive Summary ARO (CIFE 2024) was provided, which only included a summary of the full cost build-up. The total closure cost is US$12,581,229. It appears the cost associated with the closure of the TDs based on the additional geotechnical, hydrogeology and geochemistry studies completed by Aura (Section 17.4.1.1) needs to be incorporated into the closure cost. Furthermore, the cost for the closure of the open pits, and the former environmental liabilities (i.e., shaft, adits, etc.) should also be considered. The SLR QP has not independently verified the closure cost estimate.

 

There are currently no requirements under Mexican law for closure financial provision.

 

17.6QP Opinion

 

In the SLR QP’s opinion, the environmental and social risks at Aranzazu are manageable, and Aura has in place management plans and systems to manage these risks and to maintain compliance with applicable environmental legal requirements. Based on the site visit and review of documentation made available to us by Aura, in general, the SLR QP is of the opinion that environmental and social factors are unlikely to materially affect the Company’s ability to continue to operate according to the life-of-mine (LOM) plan described in this document.

 

The SLR QP notes that management systems for the environmental and social aspects of the Mine are evolving and recommends that these systems be further formalized and implemented to incorporate a full “Plan-Do-Check-Act” cycle common to international management system standards.  

 17-14

Aura Minerals Inc. | Aranzazu Mine

S-K 1300 Technical Report Summary

March 28, 2025

SLR Project No.: 233.065242.00006

 

SLR understands that Aura is in the process of obtaining additional approvals for TD5 expansion (Phase 3) and associated changes in the land use to accommodate the additional areas related to this expansion, and the permitting to expand the associated tailings capacity beyond Phase 3 as required. Some additional property acquisitions would also be necessary. The SLR QP has seen nothing to suggest that these approvals will not be obtained in due course.

 

The SLR QP recommends Aura conduct water supply evaluations to evaluate water availability in the short and mid-term, as there is just one permitted source of water (well) authorized up to July 2027. The SLR QP recommends Aura complete further hydrogeology studies to understand potential impacts to groundwater quality downstream of the site. In addition, the SLR QP recommends that the Company continue active community engagement to address any concerns that arise due to the close proximity of the underground operations to Concepción de Oro.

 

 17-15

Aura Minerals Inc. | Aranzazu Mine

S-K 1300 Technical Report Summary

March 28, 2025

SLR Project No.: 233.065242.00006

18.0Capital and Operating Costs

 

The capital and operating costs presented in this section include the costs required for mining and processing Mineral Reserves from the Aranzazu Mine. The Aranzazu Mine is an operating mine; therefore, capital and operating cost estimates were prepared based on years 2023 and 2024 budgets and actuals, adjusted by current and forecasted operating needs. These costs were supplied to SLR by Aura’s technical team. The SLR QP considers these cost estimates to be reasonable for the planned production schedule.

 

All capital and operating costs in this section are expressed in Q3 2024 US dollars and are based on an exchange rate of MXN$20.50 per US$1.00.

 

18.1Capital Costs

 

The capital costs required to achieve the Aranzazu Mineral Reserve LOM production were estimated by Aura and reviewed by SLR. Since Aranzazu is an operating mine, there are no pre-production capital costs, and all capital costs are categorized as sustaining. Sustaining capital costs have been estimated by Aura based in their latest operating budgets and actuals costs from years 2023 and 2024. Based on the SLR QP’s review, the sustaining capital costs are estimated to the equivalent of an Association for the Advancement of Cost Engineering (AACE) Class 3 estimate with an accuracy range of -15% to +20%.

 

Total LOM sustaining capital costs are estimated to be US$136.6 million between years 2025 and 2034. The sustaining capital costs include:

 

·Underground mine development

 

·Underground ventilation

 

·Buildings and infrastructure

 

·Machinery and equipment

 

·Tailing dams

 

·Plant maintenance

 

·Other Sustaining (technical studies, and hardware and software)

 

The summary breakdown of the estimated sustaining capital costs required to achieve the Mineral Reserve LOM production are presented in Table 18-1.

 

Table 18-1: Sustaining Capital Costs Summary

 

Cost Component Value (US$ millions)
Underground mine development 62.6
Underground ventilation 3.2
Buildings and infrastructure 8.8
Machinery and equipment 11.6
Tailing dams 40.8
Plant maintenance 3.3
Other Sustaining Costs (technical studies, hardware and software) 6.3
Total Sustaining Capital Cost 136.6

 

 18-1

Aura Minerals Inc. | Aranzazu Mine

S-K 1300 Technical Report Summary

March 28, 2025

SLR Project No.: 233.065242.00006

Exploration capital costs needed for infill and delineation drilling between years 2025 and 2032 total US$22.6 million. These costs are in addition to the sustaining capital outlined above and have been included in the LOM cashflow.

 

Mine closure and concurrent reclamation costs for the LOM scenario presented in this TRS and used in the LOM cash flow model are based on Aura’s environmental reclamation estimate for the Aranzazu Mine totalling US$25 million. SLR notes that this closure cost is higher than the cost included in the 2024 Closure Cost (ARO), which is US$12.6 million. Although SLR has not independently verified the closure cost estimate, the SLR QP considers the higher closure and reclamation costs included in the LOM cashflow to reflect a more realistic approach as the closure of the TDs, open pits, and the former environmental liabilities need to be incorporated into the closure plan cost estimate. This cost will have to be updated once a comprehensive closure plan is completed by Aura.

 

18.2Operating Costs

 

The operating costs were estimated based on years 2023 and 2024 budgets and actuals at the Aranzazu Mine. The costs were estimated by Aura and reviewed by SLR. The operating costs are estimated to the equivalent of an AACE Class 3 estimate with an accuracy range of -15% to +20%, although it is noted that AACE does not typically apply to operating costs.

 

The operating expenses estimated for mining, processing, and G&A activities for this Mineral Reserve LOM scenario are summarized in Table 18-2. Operating costs total approximately US$734 million over the LOM, averaging US$78.5 million per year (considering years between 2025 and 2033, which are years at full production.

 

The mining costs include all labour, materials and supplies, mining contractors (longhole stoping, backfilling, drilling and blasting) and technical support costs to complete mining related activities. The processing costs include all labour, operating and maintenance activities, power, reagents, and services to complete processing related activities. The administrative expense includes all labour and support services to complete administrative, finance, human resources, environmental, safety, supply chain, security, site services, camp and kitchen, and travel related activities.

 

Table 18-2: Operating Costs Estimate

 

Cost Component LOM Total
(US$ millions)
Average Annual1
(US$ millions)
LOM Average
(US$/t milled)
UG Mining  524.5  56.2  45.71
Processing  161.5  17.2  14.07
G&A  47.8  5.1  4.17
Total Site Operating Cost  733.8  78.5  63.96

Notes:

1.       For fully operational years (2025 – 2033)

2.       Sum of individual values may not match total due to rounding.

 18-2

Aura Minerals Inc. | Aranzazu Mine

S-K 1300 Technical Report Summary

March 28, 2025

SLR Project No.: 233.065242.00006

19.0Economic Analysis

 

The economic analysis contained in this TRS is based on the Aranzazu Mineral Reserves, economic assumptions, and capital and operating costs provided by Aura technical team and reviewed by SLR. All costs are expressed in Q3 2024 US dollars. Unless otherwise indicated, all costs in this section are expressed without allowance for escalation, currency fluctuation, or interest.

 

A summary of the key criteria is provided below.

 

19.1Economic Criteria

 

19.1.1Production Physicals

 

·Mine life: 9.4 years (2025 to 2034)

 

·Underground peak mining rate: 1,800 ktpa in year 2026  

 

·LOM Ore feed to process: 11,473 kt ore at 1.04% Cu, 0.64 g/t Au, and 16.62 g/t Ag

 

·LOM Contained Metal

 

oCopper: 264 Mlb Cu

 

oGold: 237 koz Au

 

oSilver: 6,129 koz Ag

 

·Copper Concentrate: 477 thousand dry metric tonnes (kdmt) of concentrate at 22.83% Cu grade.

 

·Weighted average LOM Process Recovery, based on developed grade-recovery formula:

 

oCopper Recovery 91.2%

 

oGold Recovery: 81.2%

 

oSilver Recovery: 61.0%

 

·LOM Recovered Metal

 

oCopper: 241 Mlb Cu

 

oGold: 192 koz Au

 

oSilver: 3,741 koz Ag

 

19.1.2Revenue

 

·Revenue is estimated based on metal prices provided to SLR by Aura, which sourced them from CIBC Analysts Consensus Commodity Price Forecasts from March 2025.  The CIBC analyst consensus metal price forecast is presented in Table 19-1:

 

 19-1

Aura Minerals Inc. | Aranzazu Mine

S-K 1300 Technical Report Summary

March 28, 2025

SLR Project No.: 233.065242.00006

Table 19-1: Aranzazu Cash Flow Metal Prices

 

Metal Prices 2025 2026 2027 2028 2029- Long Term
Gold (US$/oz)  2,668  2,621  2,490  2,363  2,212
Silver (US$/oz)  31.69  31.87  30.76  29.08  27.69
Copper (S$/lb)  4.26  4.45  4.59  4.70  4.24

 

·Payable metals are estimated at 93.9% for gold, 87.7% for silver, and 95.6% for copper. These rates are based on actual agreement figures.

 

·Transportation, Treatment and Refining charges include the following:

 

oTransportation: US$86.50/dmt of Cu concentrate

 

oCu concentrate treatment: US$82.00/dmt of Cu concentrate

 

oCu refining: US$0.082/lb of payable Cu

 

oAu refining: US$5.00/oz of payable Au

 

oAg refining: US$0.35/oz of payable Ag

 

·Penalties for arsenic and bismuth, totalling US$5 million over the LOM

 

·Settlement price charges:

 

oGold realized charge: US$71.11/oz Au

 

oSilver realized charge: US$3.44/oz Ag

 

oCopper realized charge: US$0.080/lb Cu

 

·Third party royalty of 1% NSR

 

·LOM net revenue is US$1,373 million (after Selling Charges and Royalties)

 

·Revenue is recognized at the time of production.

 

19.1.3Costs

 

·Exchange rate US$1.00 = MXN$20.50.

 

·Mine life sustaining capital totals US$136.6 million.

 

·Mine life exploration capital costs of US$22.6 million.

 

·Mine closure and reclamation costs between 2033 and 2034 total US$25 million. SLR notes that this closure cost is higher than the cost included in the 2024 Closure Cost (ARO), which is US$12.6 million. The SLR QP considers the higher closure and reclamation costs included in the LOM cashflow to reflect a more realistic approach as the closure of the TDs, open pits, and the former environmental liabilities need to be incorporated into the closure plan cost estimate.

 

·Average operating cost over the mine life is US$63.96 per tonne milled.

 

oUnderground mining costs: US$45.71/tonne milled

 

oProcessing costs: US$14.07/tonne milled

 

oG&A and overhead costs: US$4.17/tonne milled

 

·LOM site operating costs of $733.8 million

 

·Corporate G&A overhead allocation costs of US$0.95 million per year over the LOM.

 

 19-2

Aura Minerals Inc. | Aranzazu Mine

S-K 1300 Technical Report Summary

March 28, 2025

SLR Project No.: 233.065242.00006

19.1.4Taxation and Royalties

 

·Property is subject to 1% NSR Royalty

 

·Mexican Corporate Income Tax: 30%.

 

·Mexican Government Mining Royalty: 7.5%.

 

·Extraordinary Mining Tax: 0.50%

 

·SLR has relied on Aura’s calculation of taxes applicable to the cash flow.

 

·Total taxes estimated: US$172 million.

 

19.2Cash Flow

 

SLR has reviewed the Aura’s Aranzazu LOM cash flow model considering copper, gold and silver as final saleable products, and has prepared its own unlevered after-tax LOM cash flow model based on the information contained in this TRS to confirm the physical and economic parameters of the Mine.

 

The model does not take into account financing costs.

 

All costs are in Q3 2024 US dollars with no allowance for inflation. An after-tax annual cash flow summary is presented in Table 19-2.

 

 19-3

Aura Minerals Inc. | Aranzazu Mine

S-K 1300 Technical Report Summary

March 28, 2025

SLR Project No.: 233.065242.00006

Table 19-2: After-Tax Annual Cash Flow Summary

 

 

 19-4

Aura Minerals Inc. | Aranzazu Mine

S-K 1300 Technical Report Summary

March 28, 2025

SLR Project No.: 233.065242.00006

 

 19-5

Aura Minerals Inc. | Aranzazu Mine

S-K 1300 Technical Report Summary

March 28, 2025

SLR Project No.: 233.065242.00006

19.2.1Cash Flow Analysis

 

SLR prepared a LOM unlevered after-tax cash flow model to confirm the economics of the Mine over the LOM (between 2025 and 2034). Economics have been evaluated using the discounted cash flow method by considering LOM production on a 100% basis, annual processed tonnages, and copper, gold, and silver grades. The associated copper concentrate grades and metal recoveries, metal prices, operating costs, copper concentrate transportation, treatment and refining charges, sustaining capital costs, and reclamation and closure costs, and income tax and special mining tax were also considered.

 

The base discount rate assumed in this Technical Report is 5% as per Aura’s corporate guidance. Discounted present values of annual cash flows are summed to arrive at Aranzazu Mine Base Case Net Present Value (NPV). For this cash flow analysis, the internal rate of return (IRR) and payback are not applicable as there is no negative initial cash flow (no initial investment to be recovered).

 

To support the disclosure of Mineral Reserves, the economic analysis demonstrates that Aranzazu’s Mineral Reserves are economically viable at CIBC Analysts Consensus Commodity Price with a long term price of: US$4.24/lb copper, US$2,212/oz gold, and US$27.69/oz silver. The Mine’s Base Case undiscounted pre-tax net cash flow is approximately US$453 million, and the undiscounted after-tax net cash flow is approximately US$281 million. The pre-tax NPV at a 5% discount rate is approximately US$388 million and the after-tax NPV at a 5% discount rate is approximately US$244 million.

 

The SLR QP confirms that SLR has also run the economic analysis using flat reserve metal prices of copper US$4.20/lb, gold US$2,000/oz, and silver US$25.00/oz. The analysis demonstrates that Aranzazu’s Mineral Reserves are also economically viable at these prices.

 

Aranzazu’s revenue by metal of 66% Cu, 28% Au, and 6% Ag, influence how cash costs are presented in US dollar per copper equivalent pounds.  The C1 cash costs are US$2.02/lb Cu Equivalent produced. The mine life sustaining capital cost is US$0.51/lb Cu Equivalent produced, for an All-In Sustaining Cost (AISC) of US$2.51/lb Cu Equivalent produced.  

 

The Aranzazu mine will add average annual sales over its 9.4-year mine life of 19,177 oz Au per year, with 348,652 oz Ag per year, and 24 Mlb Cu per year.

 

19.3Sensitivity Analysis

 

Risks can be identified in both economic and non-economic terms. Key economic risks were examined by running cash flow sensitivities:

 

·Copper, gold, and silver prices

 

·Copper, gold, and silver head grades

 

·Copper, gold, and silver metallurgical recoveries

 

·Operating costs

 

·Capital costs (sustaining and closure)

 

After-tax NPV 5% sensitivities over the Aranzazu Mine Base Case have been calculated for -20% to +20% (for head grade), -5% to +5% (for metallurgical recovery), -20% to +20% (for metal prices), and -10% to +15% (for operating costs and capital costs) variations, to determine the most sensitive parameter for the Mine.

 

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S-K 1300 Technical Report Summary

March 28, 2025

SLR Project No.: 233.065242.00006

The sensitivities are shown in Table 19-3 and Figure 19-1.

 

Table 19-3: After-Tax NPV 5% Sensitivity Analyses

 

Variance Head Grade
(% Cu)
NPV at 5%
(US$000)
80% 0.84% 104,374
90% 0.94% 174,308
100% 1.04% 243,943
110% 1.15% 314,213
120% 1.25% 385,082
Variance Recovery
(% Cu)
NPV at 5%
(US$000)
95% 86.6% 211,516
98% 88.9% 227,729
100% 91.2% 243,943
103% 93.4% 260,156
105% 95.7% 276,370
Variance Metal Prices
(US$/lb Cu)
NPV at 5%
(US$000)
80% 3.50 104,015
90% 3.93 174,544
100% 4.37 243,943
110% 4.81 313,341
120% 5.25 382,739
Variance Operating Costs
(US$/t)
NPV at 5%
(US$000)
95% 60.76 259,446
98% 62.36 251,694
100% 63.96 243,943
108% 68.75 220,688
115% 73.55 197,434
Variance Capital Costs
(US$000)
NPV at 5%
(US$000)
95% 167,945 250,944
98% 172,365 247,444
100% 176,784 243,943
108% 190,043 233,440
115% 203,302 222,937

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Aura Minerals Inc. | Aranzazu Mine

S-K 1300 Technical Report Summary

March 28, 2025

SLR Project No.: 233.065242.00006

Figure 19-1: After-Tax NPV 5% Sensitivity Analysis

 

 

The sensitivity analysis at Aranzazu shows that the after-tax NPV at a 5% base discount rate is most sensitive to head grades, metal prices, and metallurgical recoveries, followed by operating costs and capital costs. The QP notes that a 10% reduction in metal prices reduces the after-tax NPV 5% by 28% for the Aranzazu Mine Base Case.

 

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Aura Minerals Inc. | Aranzazu Mine

S-K 1300 Technical Report Summary

March 28, 2025

SLR Project No.: 233.065242.00006

20.0Adjacent Properties

 

Aranzazu is contiguous with claims held by various companies and individuals. SLR has not relied upon any information from the adjacent properties in the preparation of this report and information from adjacent properties is not necessarily indicative of the mineralization at the Aranzazu.

 

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Aura Minerals Inc. | Aranzazu Mine

S-K 1300 Technical Report Summary

March 28, 2025

SLR Project No.: 233.065242.00006

21.0Other Relevant Data and Information

 

No additional information or explanation is necessary to make this TRS understandable and not misleading.

 

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Aura Minerals Inc. | Aranzazu Mine

S-K 1300 Technical Report Summary

March 28, 2025

SLR Project No.: 233.065242.00006

22.0Interpretation and Conclusions

 

The SLR QPs offer the following conclusions by area.

 

22.1Geology and Mineral Resources

 

·Mineral Resources at Aranzazu have been estimated for all 14 mineralized bodies, incorporating data collected since the previous estimate dated December 31, 2023, as reported in Aura’s 2023 Annual Information Form (AIF).  Estimates were completed by Aura and have been audited and adopted by SLR.

 

·Sample preparation, security, and analysis adhere to industry standards, ensuring high data quality and integrity. Quality assurance and quality control (QA/QC) results confirm the accuracy and precision of assay data, supporting reliable Mineral Resource estimates.

 

·No significant sample bias was identified in the review of drill data and assays, ensuring the adequacy of the database for Mineral Resource estimation.

 

·The main mineralized zones at Aranzazu are classified as skarn deposits enriched with copper, gold, and silver. These mineralized bodies are associated with a large Eocene granodioritic intrusion and an anticline fold, with known mineralization extending 1.5 km along strike, 250 m across strike, and 850 m in depth.

 

·Infill and deep drilling campaigns from 2018 to 2024 in the Glory Hole (GH) zone have been successful in extending known mineralization. Although the lateral continuity of the skarn is poor in the GH zone, the zone remains open at depth with returned economic grades and thicknesses. The BW and Mexicana (MX) zones have been observed to thin at depth, and a structural study is required to understand the expansion potential of these zones.

 

·The Mineral Resource estimate, as prepared by Aura and reviewed and accepted by the SLR QP, has been classified in accordance with S-K 1300 definitions.

 

·Mineral Resources are estimated as at December 31, 2024, and use a net smelter return (NSR) that incorporates value from contained copper, gold, and silver and a minimum width of two metres is used to identify those portions of the Mineral Resource estimation that meet the requirement of reasonable prospects for economic extraction (RPEE).  Measured Mineral Resources at Aranzazu are estimated to total 6.07 million tonnes (Mt) at a grade of 1.06% Cu, 0.80 g/t Au, and 17 g/t Ag and contain 141,893 thousand pounds of copper (klb Cu), 155 thousand ounces of gold (koz Au), and 3,262 thousand ounces of silver (koz Ag). Indicated Mineral Resources are estimated to total 4.17 Mt at a grade of 0.81% Cu, 0.47 g/t Au, and 14 g/t Ag and contain 74,710 klb Cu, 64 koz Au, and 1,915 koz Ag. In addition, Inferred Mineral Resources are estimated to total 5.62 Mt at a grade of 0.82% Cu, 0.44 g/t Au, and 14 g/t Ag and contain 101,897 klb Cu, 79 koz Au, and 2,496 koz Ag.  Mineral Resources are exclusive of Mineral Reserves.

 

·With further work, there is potential for molybdenum (Mo) to be included in the Mineral Resource estimate.

 

·Across the property, prospectivity for carbonate replacement deposits (CRD) and skarn deposits is good, and further exploration work is warranted.

 

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Aura Minerals Inc. | Aranzazu Mine

S-K 1300 Technical Report Summary

March 28, 2025

SLR Project No.: 233.065242.00006

22.2Mining and Mineral Reserves

 

·Aranzazu is a mature mine with years of operating experience. Transverse stoping is the primary mining method used. Aranzazu began using longitudinal stoping in late 2023 to mine the Glory Hole Hangingwall (GHHW) zone, where ore widths are typically narrower. The use of this method at Aranzazu is currently being refined as more experience is gained.

 

·The estimated Mineral Reserves support a LOM plan that extends approximately 10 years to 2034 at a maximum production rate of 1,222,750 tonnes per annum (tpa) (3,350 tonnes per day [tpd]). Mineral Reserve estimates were prepared by Aura and audited and adopted by SLR.

 

·Mineral Reserves are estimated using net smelter return (NSR) that incorporates value from contained copper, gold, and silver. The NSR formula incorporates metal prices with smelter terms including payability, refinement, and treatment charges, and penalties for arsenic and bismuth. Stope designs are based on a break-even NSR cut-off value of $66.48/t ore.

 

·The current Mineral Reserve estimates, as prepared by Aura and reviewed and accepted by SLR, have been classified in accordance with definitions for Mineral Reserves in S-K 1300. Mineral Reserves as of December 31, 2024 total 11.47 Mt, grading 1.04% Cu, 0.64 g/t Au, and 17 g/t Ag, and containing 264,102,000 lb Cu, 237,000 oz Au, and 6,129,000 oz Ag.

 

·Mineral Reserves are estimated by qualified professionals using modern mine planning software in a manner consistent with industry practice.

 

·Measured Mineral Resources were converted to Proven Mineral Reserves, and Indicated Mineral Resources were converted to Probable Mineral Reserves. Inferred Mineral Resources were not converted to Mineral Reserves and are not included in the life of mine (LOM) plan.

 

·The geotechnical studies for the Mine were conducted by Aranzazu and their consultants, AMC Mining Consultants (AMC) and Call & Nicholas, Inc. (CNI). Investigations included core logging and laboratory testing to characterize the rock mass, followed by empirical analyses to determine stope sizing and necessary ground support. These studies have provided a sound understanding of the rock mass conditions and the necessary support requirements.

 

·Geotechnical conditions were assessed through historical and recent drilling programs targeting the GHHW and Glory Hole Footwall (GHFW) veins. Although no direct in situ stress measurements were conducted, suitable assumptions were made based on global stress maps. The rock mass was classified using the Barton Q-system, revealing conditions ranging from very poor to excellent quality, categorized into Geomechanical Material Types (GMT). Laboratory tests such as uniaxial compressive strength (UCS), tensile strength, triaxial tests, and direct shear tests were conducted to derive key geotechnical parameters.

 

·The geotechnical block model incorporates geological domains and is the basis for the mine design. Stope stability was assessed using the Modified Stability Graph method. For each GMT category, the Equivalent Length of Slough (ELOS) method was used to estimate overbreak for mining stopes. Ground support requirements were evaluated

 

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Aura Minerals Inc. | Aranzazu Mine

S-K 1300 Technical Report Summary

March 28, 2025

SLR Project No.: 233.065242.00006

using the tunneling quality index Q’, with recommendations provided for rock bolts, surface support, and shotcrete applications based on the lower bounds of Q’ from each GMT category.

 

·The Excavation Stability Management Plan (ESMP) outlines the Aura approach to managing excavation stability, emphasizing worker safety and operational efficiency. It includes clearly defined roles and responsibilities, geotechnical evaluations, daily checklists, rockfall tracking, and convergence monitoring plans.

 

·Internal dilution is captured within the stope optimizer process and an additional 15% or 20% of external dilution is assigned zero metal grade to the created stope shapes depending upon stope widths. An extraction factor of 90% is applied to all designed stopes. An extraction factor of 100% is applied to ore development shapes.

 

22.3Mineral Processing

 

·The Aranzazu processing facilities (the Plant) consist of conventional primary, secondary, and tertiary crushing and screening circuits to produce an 80% passing (P80) six millimetres feed material for the primary grinding circuit. The grinding circuit consists of the three primary ball mills operating in parallel. Each mill is closed by hydro cyclones for classification, producing a P80 220 μm product. The combined cyclone overflow product flows to flotation, which consists of conditioning, four rougher tank cells, two banks of conventional rougher, and two banks of conventional scavenger flotation cells. The concentrate thickener overflow reports to the process water tank, and the thickener underflow is pumped to the concentrate filters for dewatering and shipping. The tailings from the last bank of scavenger flotation cells are pumped to the final tailing storage facility (TSF).

 

·Production data for the years 2022 to 2024 indicate consistent operating rates, copper, gold, and silver head grades and copper, gold, and silver recoveries during the period. The average daily production rate for the three-year period was 3,361.1 tpd.

 

·Copper, gold, silver, and arsenic head grades averaged 1.51%, 0.83 g/t, 20.2 g/t, and 0.12% respectively with little variance during the period. Copper, gold, silver and arsenic recoveries to concentrate averaged 91.3%, 81.0%, 63.6% and 64.9% respectively. Copper, gold, silver, and arsenic concentrate grades averaged 22.0%, 11.1 g/t, 209.0 g/t, and 1.3% respectively.

 

·The Aranzazu deposit consists of skarn copper/gold/pyrite lenses. The main copper mineral is chalcopyrite with significant (up to 15%) bornite and chalcocite. Deeper ore zones have substantial amounts of enargite (Cu3AsS4) and very minor tennantite, Cu6[Cu4(Fe,Zn)2]As4S13. While the ore has generally high pyrite (20% to 50%), the pyrite is thought to have been deposited in a separate event from copper minerals and gold, and therefore the pyrite does not contain gold.

 

·The enargite will float with the copper sulphide minerals and report to the copper concentrate, which in 2024 resulted in arsenic concentrations of approximately 11,500 ppm (1.15%). This resulted in penalties at the smelter, which are typically $2.00/dry metric tonnes (dmt) for each 1,000 ppm above 2,000 ppm.

 

·A critical parameter to be considered in the LOM plan is the copper to arsenic ratio. If the ratio is less than 7.7 the concentrate produced will have an arsenic content in excess of 30,000 ppm (3.0%). To minimize arsenic in the concentrate, copper concentrate grades should be maintained near the lower marketable limit, approximately 23% Cu.

 

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S-K 1300 Technical Report Summary

March 28, 2025

SLR Project No.: 233.065242.00006

 

·The composite was subjected to Quantitative Evaluation of Minerals by Scanning Electron Microscopy (QEMSCAN) analysis to determine the mineralogy of the copper bearing minerals, which included chalcopyrite (CuFeS2), bornite (Cu3FeS2), chalcocite (Cu2S), and enargite (Cu3AsS4), and to determine the liberation size for the enargite binaries.

 

·Adequate liberation should occur at 100% passing (P100) 53 microns. Approximately 25% of the copper is contained in enargite so that any separation of the arsenic bearing component of the ore would result in a significant loss of copper unless a separate high-arsenic copper concentrate could be produced. The particle size target in the plant operating criteria is P80 45 μm.

 

·It was concluded that none of the reagent schemes tested were effective in separating the copper and arsenic, due to mineralogy. The best method to improve selectivity for copper over arsenic was finer primary grinding.  

 

·Metallurgical testing performed in 2024 consisted of flotation testing of 210 drill hole variability samples. The results of these tests along with actual operating performance were used to determine the projected metal recoveries for the LOM cash flow.

 

·The LOM plan from 2025 to 2034 includes lower grade material with different mineralogy and lower recoveries. The recoveries are calculated from equations generated from plots of grade recovery data from the 2024 daily operating data from September through December, during which time the plant was operating the flotation circuit using diesel as a flotation regent extender, and the results of the 210 drill core flotation tests.

 

·A successful case of diesel application in flotation was observed in the Aranzazu concentrator, where it was implemented in September 2024 to improve molybdenum recovery. This strategy not only significantly increased molybdenum recovery but also had a positive impact on copper recovery, optimizing the overall results of the flotation process.

 

·The molybdenum testing in both the laboratory and plant appear to be promising but molybdenum will not be included in the current Mineral Resource and Mineral Reserve estimations and the economics.

 

22.4Infrastructure

 

·The Mine is located adjacent to the town of Concepción del Oro and connected by road to the town and major highways.

 

·Site power supply is 34.5 kV provided by the commercial power network, Commission Federal de Electricidad. This provides sufficient power for the operation.

 

·The fresh water supply for the processing plant comes from the El Salero wellfield, located in the community of Salero. Water is transported to the mine site via a one kilometre pipeline. The allowable annual withdraw is 1,081,495 m3, or an average of approximately 123 m³/h.

 

·On-site there are a number of buildings supporting the mining operation including an office and dry complex, maintenances shops, assay laboratory, core shack, and ancillary offices.

 

·There is a single waste rock pile on surface that contains waste material mined by open pit and earlier in the underground mine life. Currently waste generated by underground mining is not typically brought to surface since it is used for stope backfill.

 

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S-K 1300 Technical Report Summary

March 28, 2025

SLR Project No.: 233.065242.00006

 

·Aranzazu has multiple historical TSFs which are designated as Tailings Disposal (TD) No. TD1/TD2, TD3, TD4, Old TD5, and TD5 (active). The historical TSFs are in various stages of closure and reclamation, while the active TD5 area is currently being expanded to provide additional storage capacity.

 

22.5Environment

 

·The Mine has the environmental permits to operate (and confirmation of exclusion of the environmental impact process for exploration activities), and it is in the process of obtaining additional approvals for TD5 expansion (Phase 3) and associated changes in the land use to accommodate the additional areas related to this expansion.

 

·It is understood that TD5 is designed to receive a total of approximately 6.74 Mt of tailings from the end of October 2024 to completion of the TD5 Expansion (Phase 3). According to this, and the current LOM projection (11.47 Mt of ore), additional tailings capacity will be required. SLR understands that Aura has not started planning permitting for additional tailings facilities beyond TD5 expansion (Phase 3).

 

·The municipal domestic waste dump that serves the community lies within the TD5 expansion (Stage 3), and Aranzazu has obtained the environmental permit to relocate it.

 

·The Aranzazu operation does not generate excess water to be discharged to the environment (i.e., zero discharge operation).

 

·Historical and current tailings management facilities at Aranzazu are overseen and monitored by various engineering consultants.  Studies have been or are in the process of being completed to quantify risks and develop action plans.  

 

·The Mine has a Closure Plan, updated in 2024. No information is provided on closure of the open pits nor former environmental liabilities (i.e., shafts, adits, old tailings/water pipelines located within Concepción de Oro). In addition, the Closure Plan and associated cost do not consider the outcome of the tailings/waste rock studies being completed.

 

·The closure costing presented in the 2024 Closure Plan is US$12,584,229.  There are currently no requirements under Mexican law for closure financial provision.

 

22.6Capital and Operating Costs and Economics

 

·The capital and operating costs are based on years 2023 and 2024 budgets and actuals, adjusted by current and forecasted operating needs. SLR has reviewed the capital and operating costs and considers them to be appropriate for the remaining mine life.

 

·The LOM production schedule in the cash flow model is based on the December 31, 2024 Mineral Reserves.

 

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S-K 1300 Technical Report Summary

March 28, 2025

SLR Project No.: 233.065242.00006

·The economic analysis using the production, revenue, and costs estimates presented in this TRS confirms that the outcome is a positive cash flow that supports the statement of Mineral Reserves for a 9.4-year mine life. At CIBC Analysts Consensus Commodity Price with a long term price of: US$4.24/lb copper, US$2,212/oz gold, and US$27.69/oz silver, the undiscounted pre-tax cash flow is US$453 million, and the undiscounted after-tax cash flow is US$281 million. The pre-tax net present value (NPV) at a 5% base discount rate is US$388 million and the after-tax NPV at a 5% base discount is US$244 million.

 

·The SLR QP confirms that SLR completed the economic analysis using reserve metal prices. The analysis demonstrates that Aranzazu’s Mineral Reserves are also economically viable at these prices.

 

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Aura Minerals Inc. | Aranzazu Mine

S-K 1300 Technical Report Summary

March 28, 2025

SLR Project No.: 233.065242.00006

23.0Recommendations

 

The SLR QPs offer the following recommendations by area.

 

23.1Geology and Mineral Resources

 

1Conduct infill drilling campaigns to upgrade the classification of Inferred Mineral Resources across all domains to at least the Indicated category.

 

2Expand the collection of density measurements at all deposits to improve understanding of how density varies across lithologies, mineralized zones, and domain’s shoulders, with a focus on undersampled domains, and assess high maximum values in current database to refine future estimations. The SLR QP recommends that Aura conduct a reconciliation analysis to assess whether their density estimates are performing as expected at the Property.

 

3Although the data collection, management, verification procedures, and QA/QC at the site meet the requirements of this TRS, the SLR QP advises ongoing monitoring of failures to address control mix-ups promptly or request necessary reruns. The SLR QP also suggests implementing coarse duplicates at a rate of 1% to 2% to assess precision during crushing and laboratory preparation. Furthermore, it is recommended to take two half core samples instead of two quarter core samples for field duplicates and to explore further the low negative bias in gold check assays from the internal laboratory. Detailed recommendations are available in the respective sections of this TRS.

 

4Monitor molybdenum performance as part of the QA/QC routine in anticipation of it becoming an economic contributor to the Mine.

 

5Address the omission of missing values and intervals by replacing them with either 0 or the lowest detection limit, ensuring a more accurate and consistent dataset. The chosen approach should reflect the underlying cause of the missing data.

 

6While the combined application of a wireframe minimum thickness of two metres and a visual review of grade continuity above the cut-off grade meet the criteria for RPEE, adopting underground reporting shapes generated with an optimisation tool may be a process improvement.

 

7As additional data becomes available, review the interpolation strategy, conduct trend analysis, assess capping thresholds on composites, and refine classification using variography parameters.

 

8Consider integrating dynamic anisotropy and sub-blocking the model to capture finer details and grade plunges of mineralized domains.

 

9Investigate whether sub-domains for individual elements could enhance the estimate.

 

10Evaluate the potential for resource expansion at depth in the Glory Hole zone, where economic grades and thicknesses have been encountered despite limited lateral continuity. Additionally, undertake a structural study to better understand the potential for mineralization extension at BW and MX.

 

11Use higher metal prices for Mineral Resource estimation compared to Mineral Reserve estimation. By doing so the NSR cut-off value can be held constant between the two estimates.  

 

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Aura Minerals Inc. | Aranzazu Mine

S-K 1300 Technical Report Summary

March 28, 2025

SLR Project No.: 233.065242.00006

23.2Mining and Mineral Reserves

 

1Undertake an extraction and dilution study that incorporates reconciliation data with the aim of refining the modifying factors used in mine planning. The use of different modifying factors depending on mining method and geotechnical conditions may improve the accuracy of designs and production forecasts.

 

2Continue to track operating costs closely, and when more data becomes available for longitudinal stoping, consider using different operating costs and NSR cut-offs by stoping method.

 

3The majority of longitudinal sill pillar mining is deferred until the final year of the mine life. Because sill pillar mining will be executed at lower productivities, execute some sill pillar mining earlier in the mine life to smooth out the production rate decrease.

 

4As there is an expected increase in total haulage requirements through the mine life, partially related to the increase in waste backhauling, conduct a comprehensive material movement study to understand the overall movement of material through the mine life and identify any infrastructure shortfalls and opportunities.

 

5Plan additional data capture from core logging and mapping of underground openings as production continues. Data coverage should be improved from 1,500 m elevation and below (via drilling). Aura should include the recording of small scale structures, such as joint sets, and major structures like faults, dykes, and shear zones. Ground stress measurements should be undertaken to compare against the estimates made for the geotechnical analyses.

 

6Use tight fill stope designs to minimize the risk of overbreak and reduce dilution. This approach will involve filling stopes with waste rock to reduce unsupported areas, thereby improving wall stability and decreasing the likelihood of sloughing and overbreak. Ground support systems should be implemented immediately after development in poor ground conditions to prevent time-dependent failures. The shotcrete and bolting standards should be optimized to increase productivity while maintaining safety in the highly variable ground conditions observed in the GHHW vein.

 

7While a geotechnical stope design process has been conducted, continue to improve the geotechnical stope design process as more data and knowledge is gathered through operations; Aura should implement a robust monitoring and back-analysis strategy to continuously improve stope design and sequencing.

 

23.3Mineral Processing

 

1Metallurgical testing including ore characterization, ore hardness, and flotation testing should be performed on samples of the ore types and grade ranges specified in the LOM plan. The metal grades decrease by approximately half over the last years of the mine plan.

 

2Metallurgical testing is currently being performed to support the addition of molybdenum recovery circuit to the concentrator. The laboratory flotation tests using diesel as a reagent extender have indicated potential improvements in copper recovery as well as molybdenum recovery. Diesel additions in the operating plant appear to improve metal recoveries possibly due to the recovery of more fine material. More work is required to confirm.

 

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Aura Minerals Inc. | Aranzazu Mine

S-K 1300 Technical Report Summary

March 28, 2025

SLR Project No.: 233.065242.00006

23.4Environment

 

1Ensure that the additional environmental approvals (including land use change) are obtained for TD5 expansion (Phase 3). In addition, Aura should ensure that the Unique Environmental Licence is up to date and considers the changes in the Mine’s facilities (i.e., TD5 and associated expansions).

 

2Allow sufficient time for planning and completion of environmental studies that will be required for the additional tailings area required based on the amount of LOM material to be processed.

 

3Continue to review, update, and implement the existing environmental procedures.

 

4Develop electronic spreadsheets to tabulate, compile, process and document water quality data results, air emissions, noise, and vibration monitoring. This will allow the Property to track compliance with the applicable regulations. The analysis will allow Aranzazu to identify and manage any issues as they arise implementing timely corrective actions.

 

5Complete studies on water supply evaluation at the Aranzazu area to establish whether the local aquifers have the potential to provide enough water to meet the estimated water demand for the operation during the mine life without affecting water supply for other authorized users.

 

6Complete further hydrogeology studies to understand any potential groundwater quality impacts downstream of the site.

 

7Continue engagement with community and community investment initiatives, as well as managing the potential blasting impacts on houses built by squatters within the Mine area. As part of that, develop and implement a stakeholder and community engagement plan including a grievance mechanism. In addition, review applicability and develop an Indigenous Relations Strategy/Plan.

 

8Ongoing tailings management would benefit from the incorporation of an Independent Tailings Review Board (ITRB). An ITRB would provide comprehensive oversight of tailings management and associated risk mitigations and be consistent with the current guidance provided by the Global Industry Standard on Tailings Management (GISTM).

 

9Update the Failure Mode and Effects Assessments (FMEA) for historical and operating tailings areas regularly.

 

10Ensure the OMS manual has been updated to reflect current TD5 configuration and operating conditions.

 

11Update the Closure Plan and associated cost estimates to reflect all existing and current infrastructure, including all environmental liabilities. The update should incorporate the outcome of the studies being completed for the TSFs to ensure the measurements associated with their physical and chemical stability are included.

 

23.5Capital and Operating Costs

 

1Optimize operating costs through efficiency improvements in energy consumption, procurement, and contractor services, leveraging reduced power costs from the national grid and renegotiating key supply contracts.

 

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S-K 1300 Technical Report Summary

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SLR Project No.: 233.065242.00006

2Enhance cost tracking and financial planning by implementing real-time expenditure monitoring, conducting periodic cost benchmarking against peer operations, and updating sensitivity analyses for gold price scenarios to ensure economic resilience.

 

3Ensure capital and operating expenditures remain proportional to the mine’s remaining life, avoiding overcapitalization while maintaining operational reliability and long-term value.

 

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Aura Minerals Inc. | Aranzazu Mine

S-K 1300 Technical Report Summary

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SLR Project No.: 233.065242.00006

24.0References

 

Albinson et al. 2013. Exploration Potential of the Aranzazu-Concepcion del Oro District, of Zacacetus State, Mexico. Aura Internal Report (unpublished).

 

AMC Consultants. 2022. Instrumentation and Monitoring Plan, Ground Control Plan.

 

AMC Consultants. 2023. Aura Minerals GHHW Mining Methods Report.

 

Aranzazu Holding S.A De CV. 2020. Informe Preventivo de Impacto Ambiental para Exploracion Minera. Available at https://apps1.semarnat.gob.mx:8443/dgiraDocs/documentos/zac/estudios/2020/32ZA2020MD029.pdf, Julio 2020.

 

Aura (Aura Minerals Inc.). 2008. Technical Report and Audit of the Preliminary Resource Estimate on the Aranzazu Property, Zacatecas, Mexico, July 15, 2008.

 

Aura. 2011. NI 43-101 Technical Report and Resource Estimate on the Aranzazu Property, Zacatecas, Mexico, November 30, 2011.

 

Aura. 2018. Feasibility Study of the Re-opening of the Aranzazu Mine, Zacatecas, Mexico. January 31, 2018. Filed on SEDAR/available at www.sedar.com.

 

Aura. 2022. Sustainability Report, 2022.

 

Aura. 2023. Closure Plan Minera Aranzazu Holding S.A. de CV. December 2023.

 

Aura. 2023a. Sustainability Report, 2023.

 

Aura. 2024. Management’s Discussion and Analysis. PowerPoint Presentation, Q1 2024

 

Aura. 2024a. Recursos Humanos y Comunidades. PowerPoint Presentation, November 2024

 

Aura. 2024b. Almacenamiento de Presa de Jales, November 2024.

 

Aura. 2024c. Annual Information Form for the year ended December 31, 2023. Dated April 1, 2024.

 

Aura. 2025. Excavation Stability Management Plan (ESMP), January 2025.

 

Aura Minerals Inc. and Municipality of Concepción del Oro. Agreement between Aura Minerals Inc., and the Municipality of Concepción del Oro. July 2024.

 

Call & Nicholas Inc. 2017. Geomechanical Feasibility Evaluation for the Aranzazu Underground Mine.

 

Call & Nicholas Inc. 2024. Analisis Preliminar del Pilar de Acceso.

 

Canadian Dam Association (CDA), Dam Safety Guidelines 2007 (Revised 2013).

 

Chang, Z. 2023. Report to Aura on the field visit of the Aranzazu skarn deposit. Internal Aura Minerals Technical Report.

 

CIM. 2014. Canadian Institute of Mining, Metallurgy and Petroleum (CIM) Definition Standards for Mineral Resources and Mineral Reserves, adopted by the CIM Council on May 10, 2014.

 

CIM. 2019. CIM Estimation of Mineral Resources & Mineral Reserves Best Practice Guidelines, adopted by the CIM Council on November 29, 2019.

 

Consultoria E Ingenieria Felix, CIFE. 2023. Closure Plan and Asset Retirement Obligation.

 24-1

Aura Minerals Inc. | Aranzazu Mine

S-K 1300 Technical Report Summary

March 28, 2025

SLR Project No.: 233.065242.00006

 

Consultoria E Ingenieria Felix. CIFE. 2024. Closure Plan and Asset Retirement Obligation.

 

DBR Abogados. 2025. FV Title Opinion Aranzazu_Macocozacm, March 11, 2025.

 

Global Tailings Review (GTR). 2020. Global Industry Standard on Tailings Management (GISTM). Prepared by International Council on Mining and Metals (ICMM), UN Environment Programme (UNEP), Principles for Responsible Investment (PRI). Available at globaltailingsreview.org. August 2020.

 

Geoingenieria. 2020. Memoria Descriptiva Analisis de Ruptura Presas de Jales TD1-2-3-4-5v-5. Mina Aranzazu. Aura Minerals Inc. May 2020.

 

GRE (Global Resource Engineering). 2024. Technical Memorandum. Aranzazu Geochemical Update. November 25, 2024.

 

Hidro Lógica Ambiental. 2021. Estudio de Evaluación Hidrogeológica del Sitio E La Unidad Minera Aranzazu, Municipio De Conceptión Del Oro, Zacatecas. March, 2021.

 

MAC (The Mining Association of Canada), 2017. Developing and Operation, Maintenance, and Surveillance Manual for Tailings and Water Management Facilities. Ottawa, Ontario, Canada.

 

Megaw, P. K. M., et al. 1988. High-Temperature, Carbonate Hosted Ag-Pb-Zn-(Cu) Deposits of Northern Mexico. Economic Geology, Volume 83, Number 8, pages 1856 – 1885.

 

PROFEPA (Procuraduría Federal de Protección al Ambiente). 2024. Resolution No. 029/V.I./2024.

 

Ramírez-Peña et al. 2019. Uplift and syn-orogenic magmatism in the Concepcion del Oro Block: A thick-skinned (Laramide style?) contractional structure in the Mexican Fold-Thrust Belt. Journal of South American Earth Sciences, Volume 93, page 242-252.

 

Sillitoe, R. H. 2019. Geology and exploration potential of the Aranzazu copper-gold project, Concepción del Oro, Mexico., Internal Aura Minerals Technical Report.

 

SRK Consulting Canada Inc (SRK). 2017. Aranzazu Pond 4 TSF FMEA – DRAFT – Revision 0. Technical Memorandum. SRK Consulting (Canada) Inc. June 2017.

 

SRK. 2022. TD3 and TD5 (old) – Transition into Active Care Closure. August 2022

 

US Securities and Exchange Commission. 2018. Regulation S-K, Subpart 229.1300, Item 1300 Disclosure by Registrants Engaged in Mining Operations and Item 601 (b)(96) Technical Report Summary.

 

Wood. 2019. Aranzazu Mine. Operation, Maintenance and Surveillance Manual for Tailings Facility TD5. April 5, 2019.

 

Wood. 2022. Aranzazu Conceptual Closure Cover Design. Project 3270GTK047. February 1, 2022.

 

 24-2

Aura Minerals Inc. | Aranzazu Mine

S-K 1300 Technical Report Summary

March 28, 2025

SLR Project No.: 233.065242.00006

25.0Reliance on Information Provided by the Registrant

 

This TRS has been prepared by SLR for Aura. The information, conclusions, opinions, and estimates contained herein are based on:

 

·Information available to SLR at the time of preparation of this TRS.

 

·Assumptions, conditions, and qualifications as set forth in this TRS.

 

For the purpose of this TRS, SLR has relied on ownership information provided by Aura in a legal opinion by DBR Abogados dated March 11, 2025, entitled Title Opinion. This information has been used in Section 3.0 and related disclosures in Section 1.0. SLR has not researched property title or mineral rights for the Aranzazu Mine as we consider it reasonable to rely on Aura’s legal counsel who is responsible for maintaining this information.

 

SLR has relied on Aura for guidance on applicable taxes, royalties, and other government levies or interests, applicable to revenue or income from Aranzazu in the Executive Summary and Section 19. As Aranzazu has been in operation for over six years, Aura has considerable experience in this area.

 

The Qualified Persons have taken all appropriate steps, in their professional opinion, to ensure that the above information from Aura is sound.

 

Except as provided by applicable laws, any use of this TRS by any third party is at that party’s sole risk.

 

 25-1

Aura Minerals Inc. | Aranzazu Mine

S-K 1300 Technical Report Summary

March 28, 2025

SLR Project No.: 233.065242.00006

26.0Date and Signature Page

 

This report titled “S-K 1300 Technical Report Summary, Aranzazu Mine, Zacatecas, Mexico” with an effective date of December 31, 2024 was prepared and signed by:

 

  /s/ SLR Consulting (Canada) Ltd.

 

 

Dated at Toronto, ON  
March 28, 2025 SLR Consulting (Canada) Ltd.

 

 

 26-1

 

 

 

 

 

 

EXHIBIT 96.2

 

  
  Technical Report Summary – Borborema Gold Project – March 28, 2025
  

 

 

 

 

Technical Report Summary on the Feasibility Study for the Borborema Gold Project, Currais Novos Municipality, Rio Grande do Norte, Brazil

 

Report Date:

March 28, 2025

 

 

 

 

Effective Date:

January 31, 2023

 

 

 

 

Reported by:

 

B. Tomaselli, B.Sc., FAusIMM (Deswik, Belo Horizonte, Brazil)

 

SRK Consulting (U.S.), Inc. Denver, USA.

 

F. Ghazanfari, P. Geo. (Aura Minerals, 360 Mining)

 

H. Delboni, Jr. Ph.D. (MAusIMM – CP Metallurgy)

 

 

 

78 SW 7th STREET, MIAMI FLORIDA 33131 USA

 

Telephone +1 305 239 9332 e-mail info@auraminerals.com

 

 

 

  
  Technical Report Summary – Borborema Gold Project – March 28, 2025
  

Table of Contents

 

1 EXECUTIVE SUMMARY 20
1.1 PROPERTY DESCRIPTION AND LOCATION 20
1.2 GEOLOGY AND EXPLORATION 20
1.3 DRILLING, SAMPLING & ASSAYING 22
1.4 DATA VERIFICATION 25
1.5 MINERAL PROCESSING AND METALLURGICAL TESTING 25
1.6 MINERAL RESOURCES 27
1.7 MINERAL RESERVE 35
1.8 MINING METHOD 36
1.9 RECOVERY METHODS 37
1.1 PROJECT INFRASTRUCTURE 38
1.11 ENVIRONMENTAL STUDIES, PERMITTING, SOCIAL AND COMMUNITY IMPACTS 39
1.12 CAPITAL AND OPERATING COSTS 40
1.13 ECONOMIC ANALYSES 41
1.14 CONCLUSION 43
1.15 RECOMMENDATIONS 43
2 INTRODUCTION AND TERMS OF REFERENCE 44
2.1 PROJECT BACKGROUND 44
2.2 QUALIFIED PERSONS 45
2.3 QUALIFIED PERSONS SITE VISITS 46
2.4 TERMS AND DEFINITIONS 47
2.5 UNITS, SYMBOLS AND ABBREVIATIONS 47
3 PROPERTY DESCRIPTION AND LOCATION 52
3.1 PROPERTY LOCATION 52
3.2 MINERAL RIGHTS, MINING CONCESSION AND PERMITTING 52
3.3 SURFACE RIGHTS: ACCESS TO LAND 55
3.4 ROYALTIES AND EXPLOITATION TAXES 55
3.5 PERMITIN 55
4 ACCESSIBILITY, CLIMATE, LOCAL RESOURCES, INFRASTRUCTURE, AND PHYSIOGRAPHY 57
4.1 ACCESS 57
4.2 CLIMATE 57
4.3 PHYSIOGRAPHY 57
4.3.1 GEOMORPHOLOGY 57
4.3.2 HYDROGRAPHY 63
4.3.3 VEGETATION 65
4.4 LOCAL RESOURCES AND INFRASTRUCTURE 66
5 HISTORY 67
5.1 PRIOR OWNERSHIP AND EXPLORATION DEVELOPMENT 67

 

 

 

  
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5.2 PAST PRODUCTION 68
6 GEOLOGICAL SETTING AND MINERALIZATION 69
6.1 REGIONAL GEOLOGY 69
6.2 PROPERTY GEOLOGY 70
6.2.1 DEPOSIT LITHOLOGY AND STRATIGRAPHY 70
6.2.2 STRUCTURAL GEOLOGY AND DEFORMATION HISTORY 77
6.2.3 STRCTUCTUAL AND DEFORMATION COMPONENTS OF SAO FRANSISCO PIT 79
6.2.4 MINERALIZATION AND ALTERATION 81
6.3 DEPOSIT TYPES 84
7 EXPLORATION 85
7.1 EXPLORATION 85
7.1.1 HISTORICAL EXPLORATION 85
7.1.2 EXPLORATION BY CRUSADER 85
7.1.3 EXPLORATION BY AURA MINERALS 93
7.2 DRILLING 96
7.2.1 HISTORICAL DRILLING 96
7.2.2 CRUSDAER DRILLING 98
7.2.3 BIG RIVER DRILLING 102
7.3 HYDROGEOLOGY 105
7.4 GEOTECHNICAL DATA 106
8 SAMPLE PREPARATION, ANALYSIS AND SECURITY 107
8.1 CORE HANDLING, LOGGING, AND SAMPLING PROTOCOLS 107
8.2 DENSITY DETERMINATIONS 109
8.3 SAMPLE ASSAYING 110
8.4 QA/QC PROGRAM 110
8.4.1 CRUSADER DRILLING QA/QC ANALYSIS-BUREAU VERITAS ASSAY DATA (2011-2012) 111
8.4.2 CRUSADER DRILLING QA/QC ANALYSIS-ALS ASSAY DATA (2011-2012) 116
8.4.3 CRUSADER DRILLING QA/QC ANALYSIS-INTER-LABORATORY CHECKS (2011-2012) 120
8.4.4 INTERNAL QA/QC ANALYSIS FOR BIG RIVER DRILLING (2021-2022) 133
8.4.5 EXTERNAL QA/QC ANALYSIS FOR BIG RIVER DRILLING (2021-2022) 136
9 DATA VERIFICATION 139
9.1 SITE VISITE 139
9.2 COLLAR AND DOWNHOLE SURVEY 139
9.3 LOGGING 139
9.4 ANALYTICAL VALIDATION 139
9.5 REVERSE CIRCULATION TWIN REVIEW 140
9.6 STATISTICAL DATA REVIEW 142
9.7 LIMITATIONS 142
9.8 OPINION ON DATA ADEQUACY 143
10 MINERAL PROCESSING AND METALLURGICAL TESTING 144
10.1 INTRODUCTION 144

 

 

 

  
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10.2 2011-2013 TESTING CAMPAIGNS 144
10.2.1 SELECTED SAMPLES FOR METALLURGICAL TESTING 145
10.2.2 TESTWORK – 2012 CAMPAIGN 147
10.2.3 HDA – 2013 CAMPAIGN 169
10.2.4 ALS METALLURGY KAMLOOPS – 2013 CAMPAIGN 170
10.3 ALS METALLURGY – 2016 CAMPAIGN 174
10.4 WAVE INTERNATIONAL/ALS AMMTEC - 2019 CAMPAIGN 178
10.5 OPINION OF ADEQUACY 188
11 MINERAL RESOURCE ESTIMATES 189
11.1 KEY ASSUMPTIONS, PARAMETERS, AND METHODS USED 189
11.2 RESOURCE DRILLHOLE DATABASE 189
11.3 ASSAY 191
11.4 BULK DENSITY 192
11.5 EXPLORATORY DATA ANALYSIS 193
11.6 COMPOSITING AND OUTLIER ANALYSIS 193
11.7 STATISTICAL ANALYSES 197
11.8 SPATIAL CONTINUITY 199
11.9 GEOLOGIC MODEL 204
11.10 OXIDATION MODEL 210
11.11 BLOCK MODEL 211
11.12 GRADE INTERPOLATION 214
11.13 MODEL VALIDATION 216
11.14 VISUAL COMPARISON 216
11.15 COMPARATIVE STATISTICS 218
11.16 REASONABLE PROSPECTS FOR ECONOMIC EXTRACTION 221
11.17 MINERAL RESOURCE CLASSIFICATION 225
11.18 MINERAL RESOURCE STATEMENT 226
11.19 MINERAL RESOURCE SENSITIVITY 226
11.20 UNCERTAINTY AND RISK 228
11.21 COMPARISON WITH PREVIOUS MINERAL RESOURCES 229
11.22 OPINION ON INFLUENCE FOR ECONOMIC EXTRACTION 229
12 MINERAL RESERVE ESTIMATION 231
12.1 INTRODUCTION 231
12.2 MINERAL RESERVE STATEMENT 232
12.3 MINERAL RESERVE ESTIMATION 232
12.3.1 RESERVE BLOCK MODEL 232
12.3.2 OPEN PIT OPTIMIZATION 232
12.3.3 DILUTION AND EXTRACTION 233
12.3.4 COST PARAMETERS FOR PIT OPTIMIZATION 233
12.3.5 PIT OPTIMIZATION MILL RECOVERY 234
12.3.6 CUT-OFF GRADES 234

 

 

 

  
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12.3.7 PIT OPTIMIZATION RESULTS 234
12.4 FACTORS THAT MAY AFFECT THE MINERAL RESERVE ESTIMATES 236
12.5 COMPARISON WITH PREVIOUS ESTIMATE 237
13 MINING METHODS 238
13.1 OVERVIEW 238
13.2 GEOTECHNICAL CONSIDERATIONS 238
13.3 HYDROGEOLOGICAL CONSIDERATIONS 240
13.4 ENGINEERED PIT DESIGNS 241
13.5 GRADE CONTROL 242
13.6 PRODUCTION SCHEDULE 242
13.7 BLASTING AND EXPLOSIVES 247
13.8 MINING EQUIPMENT 248
13.9 LABOUR 249
13.10 PIT DEWATERING 250
14 RECOVERY METHODS 251
14.1 PROCESS FLOW SHEET SELECTION 251
14.2 PROCESS DESIGN CRITERIA 253
14.3 PROCESS PLANT DESCRIPTION 254
14.3.1 CRUSHING AND CRUSHED ORE STOCKPILE 254
14.3.2 GRINDING CIRCUIT 255
14.3.3 GRAVITY CONCENTRATION 256
14.3.4 INTENSIVE LEACHING 256
14.3.5 LEACHING AND ADSORPTION CIRCUIT (CIL) 257
14.3.6 POST-LEACH TAILING THICKENING 257
14.3.7 CYANIDE NEUTRALIZATION SYSTEM 258
14.3.8 DETOX TAILINGS THICKENER 258
14.3.9 FILTERING SYSTEM 258
14.3.10 ACID WASH, ELUTION AND ELECTROWINNING CIRCUIT 259
14.3.11 GOLD ROOM 259
14.4 REAGENTS 259
14.4.1 LIME 259
14.4.2 FLOCCULANT 259
14.4.3 SODIUM HYDROXIDE 260
14.4.4 HYDROCHLORIC ACID 260
14.4.5 SODIUM CYANIDE 260
14.4.6 SODIUM METABISULPHITE 260
14.4.7 COPPER SULPHATE 260
14.4.8 ACTIVATED CARBON 260
14.4.9 MILK OF LIME 260
14.5 WATER AND UTILITIES 261
14.5.1 RAW WATER 261

 

 

 

  
  Technical Report Summary – Borborema Gold Project – March 28, 2025
  

 

14.5.2 POTABLE WATER 261
14.5.3 PROCESS WATER 261
14.5.4 AIR 261
14.6 CONCLUSIONS AND RECOMMENDATIONS 262
14.6.1 CONCLUSIONS 262
14.6.2 RECOMMENDATIONS 262
15 PROJECT INFRASTRUCTURE 263
15.1 GENERAL SITE PLAN 263
15.2 ROADS 265
15.2.1 REGIONAL SITE ACCESS 265
15.2.2 PROCESS PLANT SITE ACCESS 265
15.3 POWER SUPPLY 267
15.3.1 ELECTRICAL POWER SOURCE 267
15.3.2 ELECTRICAL DISTRIBUTION 267
15.3.3 MAIN SUBSTATION 267
15.3.4 SECONDARY SUBSTATIONS 267
15.3.5 EMERGENCY POWER 268
15.4 SUPPORT BUILDINGS 268
15.4.1 PRIMARY CRUSHING AREA 268
15.4.2 GRINDING AREA 268
15.4.3 LEACH AND DETOX AREAS 271
15.4.4 GOLD ROOM 272
15.4.5 HYDRAULIC CIRCUIT 272
15.4.6 REAGENT AREAS 273
15.4.7 MINE SUPPORT AREA / TRUCK SHOP / TRUCK WASH 274
15.4.8 WASTE MATERIAL WAREHOUSE 274
15.4.9 WAREHOUSE 274
15.4.10 MAINTENANCE SHOPS AND CHANGEROOM 275
15.4.11 STORAGE SHED FOR REAGENTS 276
15.4.12 EXPLOSIVES STORAGE AND HANDLING 277
15.4.13 FUEL STATION 278
15.4.14 PLANT ADMINISTRATION BUILDING 279
15.4.15 MAIN GATEHOUSE 279
15.4.16 ADMINISTRATIVE BUILDING 280
15.4.17 MESS HALL 280
15.4.18 LABORATORY 281
15.4.19 MEDICAL CLINIC AND FIRE BRIGATE 281
15.5 SITE GEOTECHNICAL 282
15.6 WATER MANAGEMENT 282
15.6.1 PROJECT WATER BALANCE 282
15.7 MINE WASTE, LOW-GRADE ORE AND TAILINGS STORAGE FACILITIES 283
15.7.1 LOW-GRADE STOCKPILES 283

 

 

 

  
  Technical Report Summary – Borborema Gold Project – March 28, 2025
  

 

15.7.2 WASTE ROCK STORAGE FACILITIES (WRSF) AND TAILINGS STOREGE FACILITIES (TSF) 284
15.8 WATER SYSTEMS 287
15.8.1 RAW WATER SUPPLY SYSTEM 287
15.8.2 POTABLE WATER SUPPLY 287
15.8.3 FIRE SUPPRESSION SYSTEM 287
15.8.4 SEWAGE COLLECTION 287
16 MARKET STUDIES AND CONTRACTS 288
16.1 MARKETS 288
16.2 CONTRACTS 288
17 ENVIRONMENTAL STUDIES, PERMITTING AND SOCIAL OR COMMUNITY IMPACT 289
17.1 INTRODUCTION 289
17.2 GENERAL OVERVIEW 289
17.3 ENVIRONEMENTAL PERMITTING 289
17.3.1 BRAZILIAN REGULATORY SCENARIO 289
17.3.2 ENVIRONMENTAL LICENSING STATUS 291
17.4 ENVIRONMENTAL AND SOCIAL STUDIES 292
17.4.1 CLIMATE 292
17.4.2 WATER RESOURCES 293
17.4.3 CYANIDE MANAGEMENT 298
17.4.4 ACID ROCK DRAINAGE (ARD) 299
17.4.5 FLORA 299
17.4.6 FAUNA 301
17.4.7 SOCIAL AND COMMUNITY 303
17.4.8 ARCHEOLOGY 308
17.5 MAIN ENVIRONMENTAL AND SOCIAL INTERFERENCES 310
17.6 ENVIRONMENTAL AND SOCIAL PROGRAMS 311
17.7 RECLAMATION AND CLOSURE 312
17.8 OPINION OF THE QP 314
18 CAPITAL AND OPERATING COSTS 315
18.1 CAPITAL COSTS 315
18.2 SERVICES 317
18.3 SUPPLIES 317
18.4 MINE, PILE AND TRANSMISSION LINE 317
18.5 INDIRECT COSTS 318
18.6 TAXES 318
18.7 OPERATING COSTS 318
18.8 LABOUR 319
18.9 G&A 319
18.10 LABORATORY 320
18.11 ACCESS MAINTENANCE 320
18.12 EQUIPMENT RENTAL 320

 

 

 

  
  Technical Report Summary – Borborema Gold Project – March 28, 2025
  

 

18.13 ENERGY 320
18.14 REAGENTS AND CONSUMABLES 321
18.15 MAINTENCE 322
18.16 WATER AND SEWAGE TREATMENT PLANT 322
18.17 PILE, MINE AND SUSTAINING 322
18.18 SELLING 323
18.19 SUSTAINING CAPEX 323
18.20 MINE CLOSURE 323
19 ECONOMIC ANALYSIS 324
19.1 INTRODUCTION 324
19.2 ASSUMPTIONS 326
19.2.1 PRODUCT 326
19.2.2 PRODUCTION 326
19.2.3 CAPITAL INVESTMENT 326
19.2.4 OPERATING COSTS 327
19.2.5 REVENUE 328
19.2.6 TAXATION 328
19.2.7 ALL-IN SUSTAINING COSTS 329
19.2.8 DISCOUNT RATE 329
19.3 FINANCIAL ANALYSIS 329
19.4 SENSITIVITY ANALYSIS 332
19.4.1 TORNADO ANALYSIS 332
19.4.2 TWO PARAMETERS ANALYSIS 332
19.4.3 CONCLUSION 335
20 ADJACENT PROPERTIES 335
21 OTHER RELEVANT DATA AND INFORMATION 337
22 INTERPRETATION AND CONCLUSIONS 338
22.1 GEOLOGY AND MINERALIZATION 338
22.2 MINERAL RESOURCE ESTIMATE 338
22.3 MINING AND MINERAL RESERVES 339
22.4 MINERAL PROCESSING AND METALLURGICAL TESTING 339
22.5 RECOVERY METHODS 340
22.6 ENVIRONMENTAL STUDIES, PERMITTING, AND SOCIAL OR COMMUNITY IMPACT 340
22.7 INFRASTRUCTURE 340
23 RECOMMENDATION 341
23.1 MINERAL RESOUCES 341
23.2 MINING AND MINERAL RESERVES 341
23.3 MINERAL PROCESSING AND METALLURGICAL TESTING 342
23.4 ENVIRONMENTAL STUDIES, PERMITTING AND SOCIAL OR COMMUNITIES IMPACTS 342
24 REFERENCES 343

 

 

 

  
  Technical Report Summary – Borborema Gold Project – March 28, 2025
  

 

25 RELIANCE ON INFORMATION PROVIDED BY THE REGISTRANT  347
26 SIGNATURE PAGE 348

 

 

 

  
  Technical Report Summary – Borborema Gold Project – March 28, 2025
  

 

List of Figures

 

Figure 1: Longitudinal view of Au grade shells, looking west (SRK, 2022). 28
Figure 2: Longitudinal section, looking west, of the economic pit shell. Insert image shows cross section, looking north (SRK, 2022). 33
Figure 3: Grade tonnage curve for Mineral Resources exclusive of Mineral Reserves at Borborema. 35
Figure 4: General site plan 39
Figure 5: Borborema Project Map Location, Rio Grande do Norte State, Brazil. 52
Figure 6: Borborema Project comprising three mining concessions, Aura property and Licensed area. 53
Figure 7: Small farms around the São Francisco farm. 55
Figure 8: Geomorphological domains of Rio Grande do Norte state. 58
Figure 9: Relief patterns of Rio Grande do Norte state. 58
Figure 10: Domain of ridges and low hills, Gargalheiras dam (Acari/RN). 60
Figure 11: Residual landform of Acari pluton detached from flattened surface (Border of BR-227: Currais Novos/RN). 60
Figure 12: North edge of Borborema Plateau (representing remaining residual landforms (municipality of Currais Novos/RN). 61
Figure 13: Erosive escarpment of Serra de Santana; flat top of the Plateau (Currais Novos Municipality/ RN is observed). 61
Figure 14: Domain of dissected hills with boulders field indicating predominance of physical weathering (Municipality of Cerro Corá / RN). 62
Figure 15: Location of the Colinas Dissecadas and Morros Baixos Unit (R4a2) in the state of Rio Grande do Norte; (b) dissected hills in the municipality of Lages. 63
Figure 16: Seridó Oriental hydrography (Fonte: BEZERRA JR. 2008). 65
Figure 17: Regional geological setting (after Brito Neves et al., 2000). 69
Figure 18: Borborema deposit geology map (after Stewart, 2011). 71
Figure 19: (a) Well-developed gneissic fabric in Quartzofeldspathic-rich biotite schist. Note the PGB partial melt that is oblique to S1. (b) Folded biotite schist with a strong muscovite overprint (Stewart, 2011). 72
Figure 20: (a) Porphyroblast-rich horizon (S0) within cordierite schist package. Cordierite is strongly altered at this locality. (b) Massive cordierite-schist (Stewart 2011). 73
Figure 21: Photograph and sketch of altered cordierite porphyroblast with internal S1 fabric. S1 shows clockwise rotation and cordierite strain shadow is indicative of dextral shear and suggests syn-shear mineral growth during the development of D2 shears. S3 crenulations overprint the asymmetric S1 fabric (Stewart, 2011). 73
Figure 22: Cordierite-rich partial-melt infilling asymmetric boudinage dilatational site within mylonitic biotite schist (typical of zone mapped as Staurolite Schist). Boudinage geometry is antithetic (sinistral) with respect to D2 dextral shearing. Note the strong muscovite alteration (Stewart, 2011). 74
Figure 23: (a) Coarse andalusite porphyroblasts in folded andalusite schist horizon. (b) Well-differentiated quartzofeldspathic-biotite S1 fabric within andalusite schist and biotite schist (Stewart 2011). 75
Figure 24: (a) Quartz ribbons in mylonitic biotite schist folded by F3 with axial planar S3 biotite. (b) D2 mylonite in cordierite schist with dextral syn-shear cordierite porphyroclast and layer of boudinaged cordierite (Stewart, 2011). 76
Figure 25: (a) Pegmatite dykes cross-cutting biotite- and cordierite-schist. Note the S3 axial planar cleavage. (b) Tourmaline parallel to S3. (c) Gneissic fabric within quartz-staurolite schist. Staurolite porphyroblasts are dark-coloured sub-mm flecks. (Stewart, 2011). 77
Figure 26: Interpreted deformation history at Borborema (Stewart: 2011). 79

 

 

 

  
  Technical Report Summary – Borborema Gold Project – March 28, 2025
  

 

Figure 27: Photograph of the SW end of the Sao Francisco Pit. Major structures are evident and structural domains are separated into the following zones: (a) Shallowly SE-dipping D1 leucosome-rich hanging wall with strongly developed S1 fabric and increasing D3 fabric intensity towards the NW. F3 vergence to NW and steeply to SE approaching the shear zone; (b) D2 mylonite zone cut by SE-dipping primary D2b faults that are reworked by D3 Sao Francisco Shear Zone. Stratigraphy is locally overturned stratigraphy within the short limb of a major F3 fold. F3 vergence to SE; (c) ~NW-dipping hinge zone in the footwall of D2-3 shear zone containing abundant late-D2 Au-bearing quartz veins. Few D1 leucosomes are present. The S1-2 fabric is strongly developed. F3 W-folds and local vergence changes from SE- to NW-verging; (d) bedding and foliation dip SE. F3 vergence to NW (Stewart, 2011). 80
Figure 28: Modified structural domains inside Sao Francisco Pit-Borborema Project (Holcombe, 2012). 81
Figure 29: Map of Sao Francisco-Borborema mineralized trend (SRK, 2022). 82
Figure 30: Structural context for gold mineralisation (after Stewart, 2011). 83
Figure 31: Soil-sampling and resulting gold anomalies at Borborema Project. 87
Figure 32: Geophysical reinterpretation geophysical interpretation of the Rio Grande do Norte Domain and Seridó Fold Belt, showing distribution of major rock packages and the major structural elements (Stewart, 2011). 88
Figure 33: Geophysical interpretation of the eastern Seridó Fold Belt in the region immediately surrounding the Borborema mine (Stewart, 2011). 89
Figure 34: Distribution of major faults delineated by their generations. The thick grey package represents a zone of distributed D3 shear zones interpreted with the aid of regional traverses (Stewart, 2011). 90
Figure 35: Geophysical interpretation of the Rio Grande do Norte Domain and Seridó Fold Belt showing distribution of major D2 thrust faults, A high density of D2 thrusts occur north of the Borborema Fault and to the immediate north of the Patos Fault Zone. (Stewart, 2011). 90
Figure 36: Geophysical interpretation of the Rio Grande do Norte Domain and Seridó Fold Belt showing distribution of major D3 faults (Stewart, 2011). 91
Figure 37: Geophysical interpretation of the Rio Grande do Norte Domain and Seridó Fold Belt showing distribution of major dextral D3b faults. These faults truncate D3 faults but are overprinted by D4 faults (Stewart, 2011). 91
Figure 38: Proposed areas for collection of new high-resolution magnetic data. (Stewart, 2011). 93
Figure 39: Total field aeromagnetic data showing the boundaries of the areas selected for 3-D inversion. 94
Figure 40: Magnetic inversion models in regional scale. 95
Figure 41: Magnetic inversion models in deposit scale. 96
Figure 42: Historic drill hole locations at Borborema Project. 97
Figure 43: The Crusader’s drilling at Borborema Project 99
Figure 44: Examples of drill hole collar markers at Borborema – Caraiba and Crusader drilling. 102
Figure 45: Crusader’s survey base station for differential GPS (2012). 102
Figure 46: Plan view showing the location of diamond drill hole collars for all drilling campaigns at Borborema Project, Big River`s 2021-2022 drill plan are shown in green. 103
Figure 47: Long section of Borborema Mineral Resource showing Big River`s drill targets (green circles) and previous pit outlines (background lines) (adopted from Big River`s Press Release- July 26, 2022). 103
Figure 48: Typical vertical Cross-section (20210N) showing diamond drill hole CRDD-182 (adopted from Big River`s Press Release- July 26, 2022). 104
Figure 49: On-site drill core storage at Borborema Project. 108
Figure 50: Borborema core boxes in core shack. 108
Figure 51: IQ-LOGGER Tool for identifying marked core from oriented drill holes. 109
Figure 52: Sample bags prepared and ready to be shipped to the lab (Cascar, 2022). 109
Figure 53: Field blanks performance (Crusader, 2012). 111

 

 

  
  Technical Report Summary – Borborema Gold Project – March 28, 2025
  

 

Figure 54: Lab blanks performance (Crusader,2012). 112
Figure 55: Lab blanks (quartz wash) performance (Crusader, 2012). 112
Figure 56: Field duplicates performance in BV lab (Crusader, 2012). 114
Figure 57: Pulp duplicates performance in BV lab (Crusader, 2012). 115
Figure 58: Coarse rejects duplicates performance in BV lab (Crusader, 2012). 116
Figure 59: Field blanks (ALS lab) performance (Crusader,2012). 117
Figure 60: Lab blanks (ALS lab) performance (Crusader,2012). 117
Figure 61: Field duplicates performance in ALS lab (Crusader, 2012). 119
Figure 62: Pulp duplicates performance in ALS lab (Crusader, 2012). 120
Figure 63: Comparison between original and re-assayed samples in BV lab (Crusader, 2012). 122
Figure 64: QC analysis flow chart (Big River, 2019). 124
Figure 65: Comparison between original BV assays and re-assay by ALS - all data (Crusader, 2012). 125
Figure 66: Comparison between original BV assays and re-assay by ALS - Au<10g/t (Crusader, 2012). 125
Figure 67: Comparison between original BV assays and re-assay by ALS- Field Duplicates (Crusader, 2012). 126
Figure 68: Comparison between original BV assays and re-assay by ALS - Blanks (Crusader, 2012). 126
Figure 69: Comparison between original BV assays and re-assay by ALS-CAS1 and CAS3 Standards (Crusader, 2012). 128
Figure 70: Example of ALS Standards Performance - SH55 (Crusader, 2012). 128
Figure 71: Comparison between original BV assays and re-assay by Ultratrace (Crusader, 2012). 130
Figure 72: Comparison between original BV assays versus ACME Lab-Pulps (Crusader, 2012). 131
Figure 73: Comparison between original BV assays versus ACME Lab-Coarse Rejects (Crusader, 2012). 132
Figure 74: Comparison between ALS Lab assays versus ACME lab-pulps (Crusader, 2012). 133
Figure 75: Internal QA/QC- Blank samples. 135
Figure 76: Internal QA/QC- Standard samples. 135
Figure 77: Internal QAQC- Coarse rejects samples. 136
Figure 78: Internal QAQC - Re-assays. 136
Figure 79: External QAQC-Blanks. 137
Figure 80: External QA/QC - Lab standards. 138
Figure 81: External QA/QC - Lab replicates. 138
Figure 82: Q-Q plot of RC versus DDH assay less than 5 g/t Au.  (Source: Big River data room, 2021). 141
Figure 83: North-looking vertical cross section showing RC and DDH holes coloured by Au grade. (Source: SRK, 2021). 142
Figure 84: Variability Metallurgical Testing Sample Locations Map. 147
Figure 85: Variability Metallurgical Testing Sample Locations Longitudinal Section. 147
Figure 86: Leach Test Procedures - Variability Testing. 162
Figure 87: Distribution of Gold Occurrences by Type. 172
Figure 88: Distribution of Gold Occurrence and Mineral Association. 173
Figure 89: Kinetic Response for Gold Leaching. 174
Figure 90: Oblique view of the Borborema Project site showing drill collar locations. 190
Figure 91: Log histogram of total Au population on the Borborema Property. 192
Figure 92: Raw sample interval lengths. 193
Figure 93: Log histograms of Au (g/t) by composite length. 194
Figure 94: Capping analysis on raw data. 196

 

 

  
  Technical Report Summary – Borborema Gold Project – March 28, 2025
  

 

Figure 95: Capping analysis on 2 m composites. 196
Figure 96: Oblique view of 0.1 g/t Au grade shell with drilling. 198
Figure 97: Log-histogram of capped Au composite values within the 0.1 g/t Au grade shell. 199
Figure 98: Variography within the 0.2 g/t Au grade shell – capped at 20 g/t Au. 201
Figure 99: Variography within the 1.0 g/t Au grade shell – capped at 20 g/t Au. 202
Figure 100: Longitudinal view of Au grade shells, viewing west. 205
Figure 101: SRK interpretation of grade shell mineralization. 206
Figure 102: North looking, vertical cross section showing oxide and sulphide zones with drilling. 211
Figure 103: Borborema block model extents. 213
Figure 104: Vertical cross section looking north showing blocks and drilling coloured by gold values (ppm Au). 217
Figure 105: Vertical cross section looking north showing blocks and drilling coloured by Gold Values (ppm Au). 218
Figure 106: Distribution comparison between composites (Left) and blocks (Right). 220
Figure 107: Swath plot for Au estimation - Ordinary Kriging (OK) versus Nearest Neighbour (NN) estimation. 221
Figure 108: Economic assumptions for Mineral Resource Cut-off Grade and economic shell 222
Figure 109: Long section, looking west of the economic pit shell. Insert image shows cross section, looking North 223
Figure 110: Cross Section at 20,400 North (Local Grid) of Reserve and Resource Pit Shell 224
Figure 111: Grade - Tonnage curve for Mineral Resources exclusive of Mineral Reserves at Borborema. 228
Figure 112: Site General Layout. 231
Figure 113: Pit Optimization Results. 236
Figure 114: Stability analysis of the western slope – overall. 240
Figure 115: Stability analysis of the western slope - inter-ramp. 240
Figure 116: Final pit design. 242
Figure 117: Pushbacks. 243
Figure 118: The simplified processing flow sheet. 252
Figure 119: Overall site plan. 264
Figure 120: Site access (Source: Google Maps). 265
Figure 121: Internal project site accesses. Source: PROMON (2023c). 266
Figure 122: Grinding area schematic view. 269
Figure 123: Grinding area section view. 270
Figure 124: Leaching area schematic view. 271
Figure 125: DETOX area schematic view. 272
Figure 126: Gold room layout. 272
Figure 127: View of the reagent area - From right to left: hydrated lime, hydrochloric acid, caustic soda, sodium metabisulfite, and copper sulphate. 273
Figure 128: View of the cyanide area. 273
Figure 129: View of the flocculant area. 274
Figure 130: Waste material warehouse. 274
Figure 131: Warehouse. 275
Figure 132: Maintenance shops. 276
Figure 133: Changerooms. 276
Figure 134: Storage shed for reagents. 277

 

 

  
  Technical Report Summary – Borborema Gold Project – March 28, 2025
  

 

Figure 135: Explosives warehouse. 277
Figure 136: Explosives accessories warehouse. 278
Figure 137: Emulsion yard and sodium nitrite storage. 278
Figure 138: Temporay and definitive fuel station location. 279
Figure 139: Plant administration building. 279
Figure 140: Main gatehouse. 280
Figure 141: Administrative building. 280
Figure 142: Mess Hall. 281
Figure 143: Laboratory and support area. 281
Figure 144: Ambulatory and fire brigade. 282
Figure 145: Diagram of the raw water supply. Source: PROMON (2023b). 283
Figure 146: Low-grade Stockpiles. 284
Figure 147: General Layout 286
Figure 148: Onça Dam Photograph. 294
Figure 149: São Francisco Dam Photograph. 294
Figure 150: Route of the Wastewater Pipeline. 296
Figure 151: Vegetation Cover at the Borborema Project Site. 301
Figure 152: Points of Field Survey of Terrestrial Fauna. 302
Figure 153: Location of Jesus Maria Farm, Legal Reserve of São Francisco Farm. 308
Figure 154: Rock Paintings at Pedra Branca. 309
Figure 155: Subsurface Surveying in the ADA. 310
Figure 156: Sensitivity Analysis Graph – NPV. 332
Figure 157: Adjacent properties in 25 km buffer showing the Aura's claims by status in ANM and all other claims. 336

 

 

  
  Technical Report Summary – Borborema Gold Project – March 28, 2025
  

 

List of Tables

 

Table 1: Historical drilling (DDH & RC) statistics in Borborema Project. 22
Table 2: Crusader and Big River (DDH &RC) drilling statistics in Borborema Project. 22
Table 3: Crusader drilling detailed statistics in Borborema Project. 22
Table 4: Laboratory analysis techniques used by Crusader. 23
Table 5: Drilling database on the Borborema Property. 27
Table 6: Assigned bulk density for the Borborema resource block model. 27
Table 7: Borborema block model parameters (SRK, 2022). 29
Table 8:  Summary neighbourhood search parameters by estimation pass (SRK, 2022). 32
Table 9: Borborema Property – Summary of Gold Mineral Resources as of January 31, 2023, Based on US$1,800 per troy ounce 34
Table 10: Mineral Reserve Key Modifying Factors. Used on Pit Optimization Run. 35
Table 11: Mineral Reserves Borborema Project, Effective Date July 31, 2023. 36
Table 12: Overall CAPEX Estimation. 40
Table 13: OPEX for the Borborema Project. 41
Table 14: Project Cash Flow. 42
Table 15: Qualified Person Responsibilities 45
Table 16: Units, symbols and abreviations 47
Table 17: Borborema Inc. land holding status. 53
Table 18:  Borborema Project Licenses and Permits Held by Aura 54
Table 19: Historical drilling statistics in Borborema Project. 96
Table 20: Crusader and Big River Drilling Statistics, Borborema Project. 98
Table 21: Crusader Drilling Detailed Statistics, Borborema Project 98
Table 22: Grid Transformation coordinates (UTMS24 SAD69 to Local Grid). 101
Table 23: Big River significant intercepts from 2021-2022 drill campaign. 104
Table 24: Bulk density values statistics used in Mineral Resource Estimation. 110
Table 25: Laboratory analysis techniques used by Cascar. 110
Table 26: Sample submission rate by Cascar. 110
Table 27: Table of field and laboratory (BV) standards. 113
Table 28: Table of field and laboratory (ALS) standards. 118
Table 29: Summary of laboratory check samples by Crusader (2011). 121
Table 30: List of Standard Samples. 127
Table 31: List of field standard samples and respective values. 135
Table 32: 2011-2013 Test Reports. 144
Table 33: Summary of Samples Used for the Metallurgical Tests. 145
Table 34: CRMET-001 – Head Sample Analysis. 148
Table 35: Gold Grade Samples CRMET-001 and CRMET-002. 148
Table 36: Multi Element Analysis by ICP. 149
Table 37: CRMET- 001 Size Distribution "As Received". 150
Table 38: Maximum Recovery Results CRMET-001. 150
Table 39: Size Distribution and Gold Recovery by Fraction – Sample CRMET-002. 150

 

 

  
  Technical Report Summary – Borborema Gold Project – March 28, 2025
  

 

Table 40: Gold Tailings – CRMET-002 – Leaching Without Gravity. 151
Table 41: Silver Tailings – CRMET-002 – Leaching Without Previous Gravity Testing. 151
Table 42: Gold Recoveries – CRMET-002 – Leaching Without Previous Gravity Testing. 151
Table 43: Silver Recoveries – CRMET-002 – Leaching Without Previous Gravity Testing. 152
Table 44: Gold Gravity Concentration Testing. 152
Table 45: Gold Gravity Concentration - CRMET - 002 - P80 of 0.075 mm. 153
Table 46: Silver Gravity Concentration - CRMET - 002 - P80 of 0.075 mm. 153
Table 47: Gold and Silver Gravity Concentration Before Leaching - CRMET - 002 - P80 of 0.125 mm. 154
Table 48: Gold and Silver Gravity Concentration Before Leaching - CRMET - 002 - P80 of 0.105 mm. 154
Table 49: Gold and Silver Gravity Concentration Before Leaching - CRMET - 002 - P80 of 0.075 mm. 155
Table 50: Gravity Recovery - Gold and Silver. 155
Table 51: Gold Tailings - CRMET - 002 - Leaching after Gravity Testing. 156
Table 52: Gold Recovery - CRMET -002 - Leaching after Gravity Testing 156
Table 53: Summary of Settling Tests Results. 157
Table 54: Summary of Flotation Tests Results. 157
Table 55: CRMET–005 - Head Sample Analysis. 158
Table 56: Gravity Concentration Results – Gold, Silver and Tailing GRG. 158
Table 57: Leaching Test Results – No Activated Carbon. 159
Table 58: Leaching Test Results – No Activated Carbon. 159
Table 59: Leaching Test Results – With Activated Carbon. 160
Table 60: Leaching Test Results – No Activated Carbon. 160
Table 61: CN Neutralization Using Sodium Metabisulfite (SMBS) as Oxidant. 160
Table 62: Samples Used in the Variability Tests. 161
Table 63: Variability Tests Results – Oxide Samples. 163
Table 64: Variability Tests Results – Transition Samples. 163
Table 65: Variability Tests Results – Transition Samples. 163
Table 66: Variability Tests Results – Sulphite Samples – South Area. 164
Table 67: Variability Tests Results – Sulphite Samples – Centre Area. 164
Table 68: Variability Tests Results – Sulphite Samples - Centre Area. 164
Table 69: Variability Tests Results – Sulphite Samples - Centre Area. 164
Table 70: Variability Tests Results – Sulphite Samples - North Area. 165
Table 71: Variability Tests Results – Oxide Samples. 165
Table 72: Variability Tests Results – Transition Samples. 165
Table 73: Variability Tests Results – Transition Samples. 166
Table 74: Variability Tests Results – Sulphite Samples – South Area. 166
Table 75: Variability Tests Results – Sulphite Samples – Center Area. 166
Table 76: Variability Tests Results – Sulphite Samples - Centre Area. 167
Table 77: Variability Tests Results – Sulphite Samples - Centre Area. 167
Table 78: Variability Tests Results – Sulphite Samples - North Area. 167
Table 79: Pilot Plant Sample - Size Distribution. 168
Table 80: Pilot Plant Sample - Gold Distribution. 168

 

 

  
  Technical Report Summary – Borborema Gold Project – March 28, 2025
  

 

Table 81: Gold Recovery by Size Fraction. 168
Table 82: Gold Recovery in Gravity and Leaching Tests. 169
Table 83: Statistical Summary of Gold Head Assaying. 171
Table 84: Summary of Gold Search Statistics. 172
Table 85: Summary of Cyanide Leach Conditions. 173
Table 86: Borborema Project: Unconfirmed Compressive Strength Determination. 176
Table 87: Comminution Test work – Summary I. 176
Table 88: Comminution Test work – Summary II. 177
Table 89: Gold Grade by Size Results. 178
Table 90: Head Assays. 178
Table 91: Summary Direct Leach Testing - Master Composite. 179
Table 92: Summary Direct Leach Testing. 180
Table 93: Summary Direct Leach Testing - Variability Sample. 180
Table 94: Loading Carbon Testing - Master Composite Sample. 181
Table 95: Sequential Batch CIP Test – Master Composite Sample. 182
Table 96: Flotation Tests Conditions and Results. 183
Table 97: Head Assay - Master Composite 183
Table 98: Screen Fire Assay Results. 184
Table 99: Head Assay - Variability Composites. 184
Table 100: SO2/Air (INCO) Cyanide Detoxification Test Conditions and Results. 185
Table 101: Mica Screen Analysis. 185
Table 102: X-Ray Semi-Quantitative Assay. 186
Table 103: Summary of Sample Inventory and Composition Interval. 186
Table 104: Summary of the Comminution Tests. 187
Table 105: Statistical Analysis of the Comminution Test Results. 188
Table 106: Drilling database on the Borborema Property. 191
Table 107: Assigned bulk density for the Borborema Mineral Resource Block Model. 192
Table 108: Summary Au and SG descriptive statistics by composite length. 195
Table 109: Summary length statistics for composite length analysis. 195
Table 110: Summary descriptive statistics for raw assay data. 197
Table 111: Summary descriptive statistics for 2 m composited uncapped and capped Au by mineralization Shell. 199
Table 112: Summary modeled variography by estimation zone. 203
Table 113: Summary statistical evaluation of the 0.2 g/t Au grade shell. 207
Table 114: Summary statistical evaluation of the 0.5 g/t Au grade shell. 208
Table 115: Summary statistical evaluation of the 1.0 g/t Au grade shell. 209
Table 116: 2022 Borborema block model parameters. 211
Table 117: Summary neighbourhood search parameters by estimation pass. 215
Table 118: Statistical comparison of block and composited Au grades. 219
Table 119: Borborema Property – Summary of Gold Mineral Resources as of January 31, 2023, Based on US$1,800 per troy ounce 226
Table 120: Mineral Resources exclusive of Mineral Reserve Grade-Tonnage Curve for Borborema 227

 

 

  
  Technical Report Summary – Borborema Gold Project – March 28, 2025
  

 

Table 121: Mineral Reserves Borborema Project, Effective Date July 31, 2023. 232
Table 122: Pit Optimization Parameters. 233
Table 123: Pit Optimization Run Results (In Situ Values). 235
Table 124: Recommended inter-ramp slope angles. 239
Table 125: Ramp-up target production. 243
Table 126: Mine Scheduling 245
Table 127: Explosives and accessories consumption by year. 247
Table 128: Major open pit equipment requirements. 249
Table 129: Mine Labour Peak Number. 249
Table 130: Ore characterization. 253
Table 131: Project design criteria. 254
Table 132: Plant substations. 267
Table 133: Structures and concepts developed. 285
Table 134: Summary of analysis results 287
Table 135: Borborema Project Licenses and Permits Held by Aura. 291
Table 136: Description of Surface Water Sources. 294
Table 137: Summary of the Water Balance for the Process Plant. 296
Table 138: Surface Water Parameters. 297
Table 139: Distance of Indigenous Lands and Conservation Areas of Rio Grande do Norte from the Borborema Project. 307
Table 140: Social and Environmental Plans and Programs. 311
Table 141: List of Areas to be Recovered. 312
Table 142: Closure Costs Summary. 314
Table 143: Overall CAPEX Estimation. 315
Table 144: OPEX for the Borborema Project. 318
Table 145: Labour Cost Estimations. 319
Table 146: G&A Cost Estimations. 320
Table 147: shows the energy consumption costs for the Borborema Project. 320
Table 148: Reagents and Consumables Cost Estimations 321
Table 149: Maintenance Cost Estimations. 322
Table 150: CAPEX Sustaining 323
Table 151: Mine Closure - Calculation. 323
Table 152: Contributors and Their Roles in Developing the Total Economic Model. 324
Table 153: Summary Results of the Financial Model. 325
Table 154: Summary of Production Plan. 326
Table 155: Initial Capital Cost Summary and Disbursement Schedule 326
Table 156: Working Capital Summary. 327
Table 157: Operating Costs Summary. 328
Table 158: Annual Revenue. 328
Table 159: All-In Sustaining Costs. 329
Table 160: Project Cash Flow. 331
Table 161: Gold Price x Exchange Rate (USD/BRL) 333

 

 

  
  Technical Report Summary – Borborema Gold Project – March 28, 2025
  

 

Table 162: Gold Price x OpEx 333
Table 163: Gold Price x Discount Rate 333
Table 164: Gold Price x CAPEX. 334
Table 165: OpEx x CapEx. 334
Table 166: NPV Sensitivity 334
Table 167: Borborema Project program cost estimate. 341

 

 

  
  Technical Report Summary – Borborema Gold Project – March 28, 2025
  
1EXECUTIVE SUMMARY

 

Aura Minerals has prepared this Technical Report Summary (TRS) on the Feasibility Study for the Borborema Gold Project, Currais Novos Municipality, Rio Grande do Norte, Brazil. This TRS conforms to United States Securities and Exchange Commission’s (SEC) Modernized Property Disclosure Requirements for Mining Registrants as described in Subpart 229.1300 of Regulation S-K, Disclosure by Registrants Engaged in Mining Operations (S-K 1300) and Item 601 (b)(96) Technical Report Summary.

 

The most recent technical report on the Project was prepared by Aura in accordance with Canadian National Instrument (NI) 43-101 and was entitled “Feasibility Study Technical Report (NI 43-101) for the Borborema Gold Project, Currais Novos Municipality, Rio Grande do Norte, Brazil”, dated October 5, 2023 (the 2023 Technical Report). There has been no material change to the information contained in the 2023 Technical Report, and Aura considers the Technical Report to be current. This Technical Report Summary presents information from the 2023 Technical Report in compliance with United States Securities and Exchange Commission’s (SEC) Modernized Property Disclosure Requirements for Mining Registrants as described in Subpart 229.1300 of Regulation S-K, Disclosure by Registrants Engaged in Mining Operations (S-K 1300) and Item 601 (b)(96) Technical Report Summary. Aura has prepared this TRS to support a listing on the NYSE.

 

1.1PROPERTY DESCRIPTION AND LOCATION

 

The Borborema Project is owned by Cascar Brasil, a company 100% beneficially owned by Aura Minerals and was acquired by Aura Minerals from Big River Gold Limited in 2022 (“Borborema Project”).

 

The Borborema Gold Project (Borborema or the Project), located in the southern portion of the state of Rio Grande do Norte in northeastern Brazil, is situated 26 km east from the well-established town of Currais Novos, which has good infrastructure and a population of approximately 45,000 people.

 

The Project comprises three (3) mining concessions totalling 2,907.2 hectares. Most of the gold (Au) Mineral Resource based on the January 2023 estimate by SRK Consulting (US) Limited (“SRK”) is located in mining concession numbers 805049/1977 and 840152/1980, with a small remaining portion located in mining concession 840149/1980.

 

1.2GEOLOGY AND EXPLORATION

 

The Borborema Project area is situated in the top of the Seridó Group stratigraphy (the Seridó Formation) within a sequence of banded arkosic metapelitic schists, subjected to upper-amphibolite facies regional metamorphism. Mineral assemblages are dominated by plagioclase, potassium feldspar (K-feldspar) and quartz, with subordinate biotite, garnet, sillimanite, cordierite, muscovite and andalusite. This assemblage is indicative of high temperature (650-700°C) and relatively low pressure (3-4 kb) conditions.

 

Quartzo-feldspathic bands resulting from partial melts both crosscut and parallel the schistosity, dominantly in the more pelitic cordierite schists. Widespread retrograde sericite overprints the prograde mineral assemblage. The schists are intruded by Brasiliano-age pegmatite bodies.

 

During the Neoproterozoic the region underwent a complex tectonic evolution involving thrusting (D2) and transcurrent shearing (D3), as indicated by the presence of both low-and high-angle structures (the S2 and S3 foliations, respectively).

 

The main Borborema ore body has overall dimensions of approximately 600 m in the down-dip direction, 3,500 m along the strike, and averages of 50 m in thickness in the central and 30 m in thickness in the southern and northern parts. The Borborema deposit is located within a northeast-southwest trending shear zone and displays a penetrative north-northeast-trending fabric, dipping southeast at around 40 degrees.

 

The Borborema deposit has been drilled out at nominal drill spacing of approximately 50 m x 50 m. A total of 303 diamond drill holes and 921 reverse circulation (RC) holes totalling 109,090 m were drilled between 1979 and 2022 and were used to generate the Borborema 3-D models.

 

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  Technical Report Summary – Borborema Gold Project – March 28, 2025
  

In the Borborema deposit area (Sao Francisco historical pit) four distinctive structural and strongly deformed domains were identified:

 

A shallow dipping, leucosome-rich hanging-wall zone with strong deformation features which is metamorphosed under amphibolite facies. The folding is tight. Crenulations and S-C fabrics in shear zones are abundant.

 

A mylonitic zone (retrograde zone) cut with faults (D2b) developed along the main Sao Francisco Shear zone (D3). Stratigraphy has been overturned and thrusted and retrograde alteration is strong and dominant. The mineralisation mainly developed in the retrograde zone.

 

A moderate to strong shearing zone with wavy shear fabric mainly developed within quartz-muscovite-biotite schist and on the footwall side of the Sao Francisco shear zone. Crenulation cleavages are abundant and dips steeper than in the shear zone. This zone is mainly barren and represents the main metamorphic event in lower amphibolite facies.

 

A quartz-feldspathic footwall schist with meta-sedimentary origin and bedding, which can be labelled as a footwall schist where layering and bedding are clearly preserved. The host rocks metamorphosed under lower amphibolite and upper greenschist facies.

 

The mineralisation is strongly controlled by regional structure with secondary structures providing the preferred host for gold. In addition to the main mineralised zone, several thinner sub-parallel zones of with gold mineralisation were identified.

 

Two distinct gold mineralisation types are identified in drill cores: 1) disseminated free gold, and 2) gold in association with sulphide mineralisation represented by pyrrhotite, chalcopyrite, pyrite, sphalerite, and galena. Additionally, the sulphide mineralization was observed in the outer contact between chert boudins and schist along with or within schist foliation.

 

The continuity of mineralisation observed in select diamond drill core shows a highly discontinuous nature. Sulphide-hosted gold (Au) appears primarily along psammitic schist foliations and around the perimeter of quartz veins and boudins. The visual inspection of sulphide mineralisation in core with correlated analytical results appears to indicate a relatively high concentration of gold in pyrrhotite such that a sub-cm scale zone of sulphide mineralization resulted in grades commonly exceeding 1 g/t Au.

 

The mineralised sequence has been subjected to a complex, multi-stage deformational history, with folded, sheared, dismembered and boudinage quartz and quartz-carbonate veins and veinlets commonly associated with the gold mineralisation.

 

The genesis of gold mineralization is poorly understood on a property and regional scale Some geologists who studied the geology of the deposit area in the past associated the gold mineralisation with peak metamorphism adjacent to D2 shear zones (Stewart, 2011), while others believe that the deformational event which accompanied gold mineralisation was an extensional event forming a linear dilatational feature (Baars, 2011). It has been suggested that the base metal sulphide mineralisation event may be independent of the gold event; the lack of direct correlation between gold and silver also suggests deposition in separate events or pulses. Other geologists concluded that a second shallow-dipping structure was associated with mineralisation that was separate from and oblique to the main shear zone. The shallowly dipping ore system lies in a strongly attenuated axial plane-parallel zone within the overturned limb of a large, inclined fold (Holcombe, 2012).

 

The deposit at the Borborema Project is considered to be a classic mesothermal/orogenic gold deposit type in a sheared and deformed Archaean to Proterozoic age greenstone belt sequence comprised of metamorphosed volcanic-sedimentary rocks units intruded by slightly younger post-tectonic igneous bodies.

 

Orogenic gold deposits are among the most important sources of gold production in the world. The geology of the Borborema Project area and its gold occurrences are strikingly like many other gold-bearing schist belts throughout the world.

 

Several companies have completed various exploration programs at the Project and surrounding region including Itaperiba Mármores e Granitos LTDA (1979-1983), Mineração Xapetuba (1984), Mineração Santa Elina (1994-1997), Caraíba Metais LTDA (2007), Crusader (2009-2012), Big River (2021-2022), and Aura Minerals (2022).

 

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  Technical Report Summary – Borborema Gold Project – March 28, 2025
  

Systematic exploration mainly was carried out by Crusader and later by Big River which included mapping and structural interpretations, geochemical sampling, and drilling. Aura since the acquisition of the project in 2022, carried out regional geophysical modeling and will start more systematic exploration work in the acquired claims from Big River.

 

1.3DRILLING, SAMPLING & ASSAYING

 

Historical drilling on the Borborema Gold Project has been completed in various campaigns since 1979 by several companies including Xapetuba, JICA, Santa Elina, and Caraiba.

 

Table 1 summarizes these different drilling campaigns. Figure 42 shows the location of these historical drillings.

 

Table 1: Historical drilling (DDH & RC) statistics in Borborema Project.

 

Campaign Diamond Drilling Reverse Circulation Total
Company Year Holes Metres Holes Metres Holes Metres
Xapetuba 1984 - 1990 13 264 198 4,545 211 4,809
JICA 1991 2 400     2 400
Santa Elina 1995 15 1,185     15 1,185
Caraiba 2007 75 10,528     75 10,528
Total   105 12,377 198 4,545 303 16,922

 

The diamond drilling was completed by conventional and wireline techniques using HQ and NQ diameter core except for the JICA drilling which used AX diameter core.

 

Crusader began drilling on the Project in August 2010 and drilled consistently until the end of 2012. Crusader drilled 1,235 m in 10 diamond drill holes for a metallurgical study. Big River drilled 13 holes to extend the known mineralisation at depth and increase the inferred mineral resources. Table 2 summarizes these drilling programs.

 

Table 2: Crusader and Big River (DDH &RC) drilling statistics in Borborema Project.

 

Campaign Diamond Drilling Reverse Circulation Total
Company Year Holes Metres Holes Metres Holes Metres
Crusader 2010 - 2014 185 41,001 723 46,026 908 87,027
Big River 2021 - 2022 13 5,141     13 5,141
Total   198 46,142 723 46,026 921 92,168

 

The drilling was completed in various stages and for various purposes. Table 3 shows the detailed statistics of each drilling campaign. Crusader drilled 1,235 m in 10 diamond drill holes for a metallurgical study which is included in the resource building category since the results was used also for Mineral Resource estimation.

 

Table 3: Crusader drilling detailed statistics in Borborema Project.

 

Drilling Program Diamond Drilling Reverse Circulation Auger Drilling Rotary Air Blast Total
Holes Metres Holes Metres Holes Meters Holes Meters Holes Meters
Resource 172 39,131 380 23,794         552 62,925
Condemnation     267 13,984         267 13,984
Exploration 1 253 76 8,248         77 8,501
Geotechnical 2 382             2 382
Metallurgical 10 1,235             10 1,235
Heap Leach Piles         48 250     48 250
Grade Control             98 238 98 238
Total 185 41,001 723 46,026 48 250 98 238 1,054 87,515

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  Technical Report Summary – Borborema Gold Project – March 28, 2025
  

 

The diamond drilling has been completed by the wire line technique using HQ and NQ diameter core. Each core run was approximately 3 metres and the core recovery in un-weathered rock was excellent. On average the fresh rock recovery in each hole was 97.9% with an overall average recovery of 96.9%.

 

The RC drilling generally used 5.5” drill-bits and some completed with 4.5” bits. The theoretical sample mass for each metre was calculated using the volume of the metre drilled, depending on the bit size, and multiplying it by the density of the material obtained from test work using drill core. The minimum recovery in the drilling contract was 85%, but in general the RC drill-holes achieved well above this, with minimal to no groundwater or voids in the area to cause major drilling problems.

 

All of Crusader’s drill hole collars were surveyed using a differential GPS (DGPS) by the Crusader surveying team. The collar positions for all located historical drill holes (e.g., Caraiba drill holes) were also re-surveyed by Crusader. The drill holes were picked up using a DGPS to an accuracy of greater than 5 cm. Crusader has also compiled a surface topography file with a similar accuracy.

 

Downhole surveys for Crusader and Big River diamond drill-holes at the Borborema Project were completed using a Devico Peewee wellbore electronic single shot survey system. The instrument works the same as a Reflex Easy- Shot unit and is to industry standards.

 

There is a little information available for sample preparation and QA/QC measures for drilling and sampling prior to the Crusader acquisition of the Project.

 

Prior to the Crusader acquisition of the Project, diamond core was selectively sampled at intervals from 0.55 m up to 3 mI based on the interpreted geological contacts. Longer samples were taken where lithologies were not considered to be likely hosts for mineralisation. Due to subjective selection of lithological boundaries and the likely open pit mining methods, Crusader sampled uniform 1 metre intervals for both RC and diamond drill core.

 

The core was cut in half lengthways with a diamond core saw. Half core was sent for assay and the remaining half core was stored at the Project core shed. The vast majority of RC sample splitting was done at the rig by a splitter attached to the cyclone.

 

Two Brazilian laboratories were contracted by Crusader for sample analyses: Bureau Veritas Laboratory (BV) and ALS Laboratory. In addition, check sampling was undertaken at Acme Analytical Laboratories Ltd (Acme) in Santiago, Chile and by Bureau Veritas’ Ultratrace Laboratory in Perth, Western Australia. Big River used SGS GEOSOL Laboratórios LTDA (Rodovia MG010, Km 24,5, bairro Angicos, CEP: 33206-240. Vespasiano/MG.) for 2021-2022 drilling campaign.

 

The analyses carried out by the four laboratories are summarised in Table 4 below.

 

Table 4: Laboratory analysis techniques used by Crusader.

 

Lab Lab Code Sample
Digestion
Finish Company Main
Element
Limit of detection
(ppm)
Use
Bureau Veritas FA001 Fire Assay AAS Crusader Au 0.001 Normal
ALS Au-AA26 Fire Assay AAS Crusader Au 0.01 Normal
ACME G6-50 Fire Assay AAS Crusader Au 0.005 QC
Ultratrace FA002 Fire Assay ICPM Crusader Au 0.001 QC
SGS FAA505 Fire Assay AAS Big River Au   Normal

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The entire sample preparation for Crusader 2010-2011 and 2021-2022 drilling campaigns was carried out in designated laboratories.

 

Crusader’s QA/QC programme comprised submitting sample blanks, standard reference samples, sample duplicates, and inter-laboratory check samples. The rate of sample submissions for blanks and reference materials was 1 in 20 samples, duplicates 1 in 25 samples (only for RC holes) and interlaboratory check assays 1 in 10 samples.

 

A series of QC analyses on the QA/QC data was done by third party consultants and Crusader geologists. The Bureau Veritas assay results showed poor accuracy for the standards and contamination of the blanks. Investigation of the Bureau Veritas re-assays showed no improvement of the QC data. The re-assaying of the pulps by Ultratrace was better. Key findings from this exercise are summarised below:

 

·Field duplicates show good repeatability, with almost 60% of assays within 10% precision limits. All field duplicates are RC chips.

 

·Lab repeats are fairly good (64% of data within 10% precision limits), with limited bias.

 

·Lab checks are fair, better for RC samples than core, but both data sets show scatter at higher grades where original assays are significantly higher than subsequent checks. This may indicate that re-homogenisation of the sample pulp has not occurred.

 

·Blanks are reporting above detection limits (0.001 g/t Au) for both the Crusader internal blank and the Bureau Veritas QZ blanks. However, the highest value reported is 0.06 g/t, and this is an improvement on the Bureau Veritas laboratory.

 

·No Crusader standards have been submitted.

 

·Ultratrace internal standards report within acceptable limits of 2 standard deviations from the expected mean.

 

Based on the available data, the Ultratrace data appears to be both accurate and reports acceptable levels of precision.

 

Comparison of the original Bureau Veritas assays with the Ultratrace assays is poor, with only 28% of data falling with 10% precision limits (after removal of assays <0.1 g/t Au). However, the relative precision is consistent across the grade range at approximately 30% (see the T&H plot) and the relative bias is less than 5%. The bias is in favour of the Bureau Veritas assaying.

 

This study indicated low confidence in the Bureau Veritas assay data, and therefore 1,166 samples from all batches (1 to 9) were sent to ACME Laboratory in Chile, for umpire checks. Summary findings of the ACME QC data are as follows:

 

Blanks show no indications of contamination.

 

It is difficult to comment on laboratory precision as the internal checks have returned codes of insufficient sample for nearly half (13) of the original 28 samples. Of these, 7 samples have check assays within 10% difference.

 

ACME results compare poorly with both sets of Bureau Veritas assay data (i.e., original and re-assays).

 

ACME results compare well with ALS assay results.

 

ACME results compare favourably (with a few exceptions at the data extremes), with the Ultratrace re-assays.

 

There is no difference (where there are sufficient samples) between pulp and coarse reject samples.

 

There is a slight negative bias for pulp samples (i.e., original results higher than ACME results, particularly at higher grades). 34% of pulp sample pairs are within 10% precision limits.

 

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There is a slight negative bias (i.e., original results higher than ACME results, particularly at higher grades). 35% of sample pairs are within 10% precision limits.

 

Despite the relative lack of confidence in the Bureau Veritas results it was concluded that enough volume of samples had been re-analysed at ALS and ACME with reliable results to enable a JORC-compliant Mineral Resource to be estimated. It was recommended that all Bureau Veritas samples used in the estimate be re-assayed at an Umpire laboratory for inclusion in future resource and reserve estimates. This task was completed by the ALS laboratory.

 

The Big River QA/QC program included submittal of both blind and non-blind control samples into the sample stream being analyzed by the SGS laboratory. Big River maintained internal quality control by inserting a minimum of one blank sample in each batch mainly after each mineralized zone, two standards - one high grade and one low grade in each analytical batch of 40 samples (5%), and a minimum of two core duplicates in each analytical batch of 40 samples (5%). Duplicate sample analysis, averaging five samples per hole, was requested after the original results were received.

 

The control sample assay results of the internal QA/QC program were monitored, including the CRMs, blanks, and coarse duplicates. Additionally, systematic checks of the digital database were conducted against the original signed Certificates of Analysis from the laboratory.

 

1.4DATA VERIFICATION

 

As part of the mineral resource validation and estimation, SRK Consulting (U.S.), Inc. (“SRK”), acting as a third-party firm Qualified Person for mineral resources, performed a data verification exercise. This included a site visit, review of drilling data, Au assay and specific gravity (SG) data, review of mineralization in select drill core, review of twin drilling data, review of data acquisition procedures, and interviews with site geologists. It is the Qualified Person’s opinion that the raw drilling data used for estimating Mineral Resources has been adequately reviewed and classified in-line with using recognized international guidelines (CIM, 2019). Items identified as potential project risks, low confidence data, or lack of historical production data is accounted for in the Mineral Resource classification.

 

Data verification performed by SRK included comparison of the drilling database by sample ID of gold grade found in original laboratory certificate data against corresponding values for gold with matching IDs in the assay database. From the certificate files provided, SRK identified 57,912 sample IDs in the certificates provided containing gold values that SRK could match IDs for in the database, representing 79.71% of the gold values in the assay database. Of those 57,912 matching sample IDs, 211 mismatched values were identified representing an error rate of 0.37% (99.63% match rate). SRK identified a low (0.37%) error rate between original source data found in certificates and the data in the assay database. In summary, it is the Qualified Person’s opinion that the assay database has been verified and is appropriate for use in Mineral Resource estimation.

 

SRK reviewed the use of reverse circulation (RC) sampling alongside diamond drill core (DDH) data in the deposit to determine reliability of the RC data on grade and potential biases that may incur from RC sampling in a highly variable – moderate to high nugget deposit. In summary, it is SRK’s opinion that minor biases and dilution is likely occurring in RC holes. Additional reviews of collar, downhole surveys, logging, SG, and supporting data resulted in SRK’s opinion that the Borborema drilling database is suitable for use in estimation of mineral resources.

 

1.5MINERAL PROCESSING AND METALLURGICAL TESTING

 

In the initial test work and studies for the Borborema Project resource model, the metallurgical or lithological domains were not evaluated. Samples for metallurgical tests were developed by selecting a grade, i.e., oxide, transition, or fresh, and then targeting head grades within each zone for that grade. Composite samples were then developed by combining cores from identified holes that would achieve the desired head grade. Although this approach identifies material with respect to head content, it does not necessarily develop samples that reflect variations in mineralogical species and spatial distribution. The studies of metallurgical tests to evaluate the behaviour of the ore and the definition of the process route started in 2010 with samples CRMET-001 to CRMET-036, conducted by the company TestWork Desenvolvimento de Processos. These studies supported the development of

 

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the pre-feasibility study (PFS) in 2012, prepared by CRA/TetraTech, for a 4.0 Mtpy project. These studies were used until 2016 and included hydrometallurgical tests, and tests to define the parameters of comminution, sedimentation, and filtration.

 

Subsequently, new samples were collected based on the lithological characteristics of the ore, with the aim of revalidating the initial information. This new metallurgical test work, identified by A17445, was performed to validate the mineral processing flowsheet and to expand understanding of the metallurgical variability of the Borborema Project ore body. The program was completed by ALS Ammtec in Perth, Western Australia between July and September 2019. The test work program comprised:

 

·Test work to establish optimal leaching conditions (particle size and cyanide concentration) master composite sample.

 

·Determination of reagent consumption under optimal conditions.

 

·Leaching in master composite samples for sequential carbon-in-leach (CIL), loading carbon, and cyanide detoxification parameter setting.

 

·Cycloning and screen test to determine the behavior of the mica.

 

·Leaching performance on 10 samples of variability in a grind size with P80 <106 μm.

 

In addition to these tests, ALS Ammtec also prepared samples to be sent to Outotec for thickening and filtration testing. OMC performed a study for the comminution circuit to confirm the comminution behaviour with the option selected to achieve 2.0 Mtpy at a P80 106 μm grind size.

 

Test work was completed on master composite and variability samples prepared by ALS from eight boreholes that crossed the ore below the existing pit, and the samples were considered representative of the ore and average grade of these composites that were aligned with the long-term average grade of the mine operation.

 

·An optimization test program was performed on Sample Master Composite and included the following:

 

·Preparation of samples for master composition and analysis of composites.

 

·Determining the appropriate test method.

 

·Grind optimization – cyanide leaching tests were performed on three grind sizes (P80 <90 μm, 106 μm, and 125 μm) to establish an optimal grind size.

 

·Leach optimization for size P80 <106 μm, initial cyanide concentration of 350 ppm, and leaching time of 36 hours.

 

Previous work identified a high degree of variability with head-grade content determination. Investigative work carried out at ALS/Ammtec in Perth-WA identified that this was due to a very high concentration of gold in coarse particles. The use of the “metallic screen fire assay” technique provided reasonable consistency in the determination of head contents. The results of tests to evaluate the adsorption kinetics of gold on carbon indicate an adsorption rate compatible with industrial practices. No unusual loading characteristics were observed. The results of the gold loading tests on the carbon in the steady state are also within the norms practiced in projects of similar size in the gold industry.

 

·The cyanide detoxification test was performed using the SO2/air oxidation process to determine the consumption of reagents and conditions to achieve the destruction of sodium cyanide in tailings. Test results for cyanide neutralization indicate that:

 

·The Air/SO2/Cu2+ method successfully reduces cyanide weak acid dissociable (CNWAD) to levels below 1 ppm.

 

·The lime dosage at 1.7 kg/kg SO2 proved to be efficient to adjust the pH of the sodium metabisulfite/copper sulphate/cyanide SMBS/CuSO4/CN- reaction;

 

·The addition of copper proved to be effective in eliminating dissolved iron.

 

Ten leaching tests were carried out to evaluate gold recoveries between zones and head-grades in variability samples. Results showed a gold extraction in the range of 90.2% to 97.9% with residues in the range of 0.01 to 0.28 g/t Au. Reagent consumption

 

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was low in all evaluated tests. The average consumption of cyanide was 0.24 kg/t and 0.46 kg/t for lime, which is in line with the consumption observed in tests with master composite samples. The test for evaluation of the analysis test method was proposed to define a method to evaluate the gold content during the execution of specific tests on the bench. This work was carried out by ALS, in one master composite sample and eight samples for variability with different gold concentrations; for each sample the repeatability was defined. The results of the test work suggested that aqua regia extraction as a test method showed good results when gold contents are below 2.5 g/t Au.

 

The tailings disposal method proposes to include a thickener after the cyanide neutralization to recycle the water and produce a pulp with density favorable for filtration. The tailings sample tested reached densities around 54 to 55% solids (w/w). The Horizontal Vacuum Belt Filter technology was tested, and the flocculant application increased the filtration rate and, consequently, decreased the final cake moisture. It's possible to achieve higher filtration rates with cake moisture in the desired range.

 

1.6MINERAL RESOURCES

 

SRK Consulting (U.S.), Inc. (“SRK”), acting as third-party firm Qualified Person, performed the Mineral Resource estimate in support of the Borborema Feasibility Study (FS) report with an effective date of 31 January 2023. All definitions for Mineral Resources comply with all disclosure standards for mineral resources under §§229.1300 through 229.1305 (subpart 229.1300 of Regulation S-K). All supporting drilling and geological data were provided by Aura and reviewed by the Qualified Person. SRK constructed the block model, performed grade shell modeling of mineralization, interpolation of gold concentrations, scripting of bulk density, assigning Mineral Resource classification based on SEC definitions, and estimated the Mineral Resource statement. The mineral resource block model was finalized in late 2022.

 

The drill hole database supporting the Mineral Resources contains 1,370 drillholes for 109,578 m across the entire property with 74,038 sample intervals utilized to inform the mineral resource estimate for Borborema. A breakdown of drilling method, number of holes and total meterage is presented in Table 5.

 

Table 5: Drilling database on the Borborema Property.

 

Drill Method No. Meters
AUG 48 250
RAB 98 238
DD 303 58,519
RC 921 50,571
Total 1,370 109,578

 

Note: AUG = auger, RAB = rotary air blast, DD = diamond drilling, RC = reverse circulation.

 

There are 29,617 specific gravity (SG) measurements from drilling data in the database used in Mineral Resources. These measurements are collected from core by site-based personnel using the immersion method via the specific gravity apparatus onsite. The SG data demonstrates low variance across all samples. Within the sulphide zone, the Qualified Person notes the generally unaltered nature and the lithologic similarity of the main two rock types hosting mineralization. Bulk density was applied to the resource block model by oxidation zone including allotment for the mineralised sulphide. The applied bulk density values utilized in the Mineral Resource block model by domain are shown in Table 6.

 

Table 6: Assigned bulk density for the Borborema resource block model.

 

Zone Bulk Density (g/cm3)
Oxide 2.65
Sulfide 2.76
Mineralized Sulfide 2.77

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SRK reviewed raw sampling, 1 m, 2 m, and 3 m composite lengths to determine material effect or bias on these various composite lengths. A 2 m composite was selected for estimation of the 2022 Mineral Resource model. It is the Qualified Person’s opinion that use of a 2 m composite is considered appropriate based on the raw sampling intervals with the majority collected at 1 m length.

 

A comparative upper capping analysis was performed to review potential gold outliers and assess the potential estimation impact of gold capping. SRK selected multiple upper-end capping limits and various domains to assess local and global sensitivity and impacts of capping. Ultimately, a 20 g/t Au upper cap value from 2 m composited data was set as the upper capping limit within the broadly defined mineralised domain, defined by a numeric indicator model at a 0.1 g/t Au threshold utilized to distinguish mineralized to non-mineralized volumes across the property. The impact of this upper cap resulted in capping of 54 composites, 3.3% total metal loss which obtained a 26% improvement in coefficient of variation (CV).

 

The Borborema Mineral Resource block model does not utilize a lithological model to confine the grade estimation but instead utilizes multiple gold grade shells to define Au estimation domains. This approach was used due to the inability to model lithostratigraphic correlations across the deposit. As the gold mineralization is predominantly controlled by a primary structural zone trending north-south and dipping ~35 degrees to the east; it was this orientation that was used to define the grade shell directionality and trend.

 

The Mineral Resource block model utilized a minimum 0.2 g/t Au grade shell to constrain the estimation and thus, define the overall mineralization envelop with potential for economic material. Within the 0.2 g/t Au grade shell, SRK has utilized two additional nested gold grade shells of 0.5 and 1.0 g/t Au that were also created in Leapfrog® Geo using the indicator numeric modeling tools (Figure 1). Parameters of the indicator grade shells include a 0.4 ISO value (probability), anisotropic trend aligned with the primary mineralization zone at 35° dip and 90° dip direction. The indicator interpolant utilized a spheroidal model with a base range of 300 m.

 

SRK utilized an oxidation boundary surface constructed in 2012 by Crusader (Cascar) to discriminate oxide from sulphide mineralization as the logging data was considered too variable and of lower confidence to construct this surface. The oxidation model is used to code bulk density in the Mineral Resource block model. SRK notes the surface is utilized to provide an approximate indicator of the transition but recognizes the confidence in the boundary is considered poor. Therefore, the simplicity of the oxidation boundary is in question and the Qualified Person has accounted for this uncertainly through Mineral Resource classification.

 

 

Figure 1: Longitudinal view of Au grade shells, looking west (SRK, 2022).

 

The spatial continuity of gold grades across the Borborema deposit was assessed though experimental and modeled semi-variograms calculated using Leapfrog® Geo and Isatis software. SRK calculated multiple experimental semi-variograms investigating the sensitivity of continuity parameters to multiple thresholds on indicator grade shells and differences between drilling methods (DDH and RC).

 

Summary findings from the variography and grade shell sensitivity analyses includes:

 

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·The nugget effect is relatively consistent across multiple sensitivity trials at 40% to 50% of the sill regardless of grade shell, capping, or exclusion of RC data. Given the known deposit style of orogenic gold, observed mineralization in core, the two styles of gold mineralization (free and sulphide hosted), and spatial distribution of grades, a high nugget effect is expected.

 

·Ranges are short, typically less than the 50 m. This is also the mean drill spacing across the deposit which indicates a relatively low range of continuity between samples. SRK notes that this is a common feature in some low continuity deposits where the range will appear correlated with drill spacing and may result in early-project over confidence at wider spacing.

 

·Anisotropy varies by grade shell with the lower grade shell thresholds (0.1 and 0.2 g/t Au) showing continuity trends along the main north-south structure while higher grade shell’s (0.5 and 1.0 g/t Au) show the major direction of continuity to be oblique of the north-south structure. This may support a theory of higher-grade, secondary mineralization shoots oriented oblique to the main structure.

 

·Use of the 0.1 g/t Au grade shell is considered satisfactory in delineating broad mineralization from volumes considered non-mineralized.

 

·A 0.2 g/t Au grade shell improves mean internal grade values by 20%, thus removing a material portion of low-grade material on the edges of the mineralized area.

 

·Overall, the mineralization appears to be consistent along two main, sub-parallel zones with strike consistent with historical interpretation for the discrete two zones of higher grade.

 

SRK created a digital 3-D Mineral Resource block model using Leapfrog® Geo software during late 2022. The model extents and block size were influenced by the property extents, geometry of mineralization, previous block model (2012), expected selective mining unit (SMU), and mean data spacing across the deposit which is nominally 50 m. The updated Mineral Resource block model construction parameters are shown in Table 7.

 

Table 7: Borborema block model parameters (SRK, 2022).

 

Parameters (m) X Y Z
Origin 9745 19080 530
Offset 775 3350 400
Block Size 25 25 5
Sub-block size 5 5 2.5
Rotation None

 

The 2022 Mineral Resource block model gold grade was estimated using Ordinary Kriging (OK) and inverse distance weighted squared (IDW2) methodologies constrained within nested grade shells at 0.2 g/t, 0.5 g/t, and 1.0 g/t Au indicatory grade shells (Figure 1).

 

The aim of the nested grade shell approach is to constrain higher grade gold mineralization into specific zones of occurrences while limiting the potential over-influence of outlier high grade composites to impact the mean block grades. Due to the lack of modeled structural and geological information, it is SRK’s opinion that the nested shell approach provides a satisfactory representation of gold distribution across the Borborema deposit.

 

SRK utilized a nested, soft-boundary grade shell technique with shells at 0.2, 0.5, and 1.0 g/t Au to limit the influence of outlier data to the broader mineralised volume which displays general lower grade attributes. A multi-pass method was used for estimation based on domains defined by these grade shells. The pass method was implemented to ensure all blocks within the model contain grade and provide a quantitative means of assessing the relative confidence to aid in classification due to the less

 

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restrictive nature of each progressive pass search neighbourhood. Summary search neighborhoods by domain and pass are presented in Table 8: Summary neighbourhood search parameters by estimation pass (SRK, 2022).

 

. No variable orientation was utilized due to the consistent planar nature of the mineralization.

 

Mineral Resources are classified in accordance with SEC definitions into Measured, Indicated, and Inferred classifications based on identified uncertainly and risks. Blocks are assigned a classification based on criteria listed below. The Borborema gold deposit does not contain Measured Mineral Resources at this time due to uncertainties related to:

 

·Lack of a lithostructural model in an orogenic gold deposit.

 

·Inherent variability of economic gold grades and relatively high nugget effect.

 

·Lack of supporting detail on the oxidation model supporting recovery assumptions for near-surface mineralization.

 

·Lack of detailed topographic survey across the property.

 

·Lack of deposit-wide geochemical data to assess the potential for deleterious elements.

 

·Inconsistent geological logging across the property.

 

·Estimation not accounting for the two identified styles of gold mineralization observed at the deposit.

 

The Borborema gold deposit contains Indicated Mineral Resources based on the following criteria:

 

·Validation of analytical gold data used in the estimate.

 

·Review of summary QA/QC supporting information.

 

·Use of diamond drill core for sample assay.

 

·Mean drill spacing less than or equal to approximately 75 m.

 

·Interpolated block gold grades supported by drilling data on all sides spatially.

 

·Volume within Qualified Person created Indicated classification volume.

 

The Borborema gold deposit contains Inferred Mineral Resources based on the following criteria:

 

·Validation of analytical gold data used in the estimate.

 

·Review of summary QA/QC supporting information.

 

·Use of diamond drill core or RC drilling for sample assay.

 

·Mean drill spacing less than or equal to approximately 100 m.

 

·Minor volume of mineralized material extrapolated at depth.

 

·Volume within Qualified Person created Inferred classification volume.

 

In order to establish reasonable prospects for economic extraction (RPEE) as per SEC definitions of Mineral Resources, SRK applied an economic cut-off grade (CoG) to blocks constrained within an economic pit shell on the Borborema Property. This shell

 

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utilizes a 1.0 revenue factor, 37-degree slope on the west and 60-degree slope on the east. A longitudinal section of the Mineral Resource pit shell is shown in Figure 2. Mineral Resources represent mineralized material within the Mineral Resource pit shell exclusive of Mineral Reserves and above an economic cut-off grade of 0.33 g/t Au.

 

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Table 8: Summary neighbourhood search parameters by estimation pass (SRK, 2022).

 

General Ellipsoid Ranges (m) Ellipsoid Directions Number of Samples Outlier Restrictions Drillhole Limit Discretization
Interpolant Name Method Domain Max. Interm. Min. Dip Dip Azimuth Pitch Min. Max. Method Distance (m) Threshold Max Samples per Hole X
OK_Au_cap20_0.2GS_P1 OK 0.2 g/t Au grade shell 100 30 12 35 95 170 4 6 Clamp 50 10 3 5
OK_Au_cap20_0.2GS_P2 OK 0.2 g/t Au grade shell 100 40 10 35 95 170 3 6 Clamp 50 10 2 5
OK_Au_cap20_0.5GS_P1 OK 0.5 g/t Au grade shell 60 30 5 35 95 13 4 6 Clamp 50 10 3 5
OK_Au_cap20_0.5GS_P2 OK 0.5 g/t Au grade shell 80 60 10 35 95 13 3 6 Clamp 50 10 2 5
IDW2_Au_cap20_0.20GS_P3 IDW2 0.5 g/t Au grade shell 200 150 75 35 95 170 2 6 None       5
OK_Au_cap20_1.0GS_P1 OK 1.0 g/t Au grade shell 60 30 6 35 95 145 4 6 Clamp 25 10 3 5

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Figure 2: Longitudinal section, looking west, of the economic pit shell. Insert image shows cross section, looking north (SRK, 2022).

 

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The Mineral Resource statement is presented in Table 9 with an effective date of January 31, 2023.

 

Table 9: Borborema Property – Summary of Gold Mineral Resources as of January 31, 2023, Based on US$1,800 per troy ounce

 

CLASS Au COG OXIDATION MASS AVERAGE TOTAL METAL
(Mt) (Au g/t) (Au Kt oz)
INDICATED 0.33 g/t OXIDE 0.8 0.60 16
SULFIDE 36.9 0.98 1,163
TOTAL IND 37.7 0.97 1,178
INFERRED 0.33 g/t OXIDE 0.1 0.83 3
SULFIDE 10.8 1.13 392
TOTAL INF 10.9 1.13 394

 

*Notes:

 

1.Mineral Resources are reported exclusive of Mineral Reserves. Mineral Resources are not Mineral Reserves and do not have demonstrated economic viability.

 

2.Mineral Resources have been categorized subject to the opinion of a Qualified Person based on the quality of informing data for the estimate, consistency of geological/grade distribution, data quality, and have been validated using visual and statistical analyses.

 

3.Mineral Resources tonnages and contained metal have been rounded to reflect the accuracy of the estimate, and numbers may not add due to rounding. Total metal is reported on a 100% contained basis.

 

4.The economic CoG for Mineral Resources is 0.33 g/t Au based on the long-term outlook sale price of US$1,800/troy ounce of gold, 92.1% recovery, average mining costs of US$2.00/t, processing costs of US$14.82/t, G&A of US$1.38, and sustaining capital costs of US$0.62/t.

 

5.An overall 61° (east side) and 37° (west side) pit slope angle, 0% mining dilution, and 100% mining recovery have been used.

 

6.Mineral Resources were reported above the economic 0.33 g/t Au CoG and are constrained by an optimized resource pit shell with all material categorized as mineral reserves excluded from the resource calculation. The quantity of Indicated mineral resources listed above represents the Indicated mineral resources locationed outside the mineral reserve pit shell. The quantity of Inferred mineral resources represent Inferred located within the reserve pit shell and the resource pit shell. Inferred mineral resources are not considered to be of sufficient confidence for the application of reserve modifying factors.

 

7.The Qualified Person for Mineral Resources is the third party firm, SRK Consulting (U.S.), Inc. based in Denver, USA.

 

The QP is of the opinion that relevant technical and economic factors likely to influence the prospect of economic extraction can be resolved with further work. Recommendations for continued mineral resource work programs are summarized in Sections 1 and 23 of this TRS.

 

The sensitivity of Mineral Resources to changes in the economic CoG is presented below through the grade-tonnage curve in Figure 3. As the economic CoG is at 0.33 g/t Au, any material changes to project economic assumptions may materially affect the Mineral Resource tonnage and average grades.

 

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Figure 3: Grade tonnage curve for Mineral Resources exclusive of Mineral Reserves at Borborema.

 

1.7MINERAL RESERVE

 

Borborema Project Mineral Reserve Estimates, as of 31 July 2023, stated in this report are based on the Mineral Resources reported above by SRK. The key modifying parameters upon which the 31 July 2023 open pit Mineral Reserve Estimates were made are summarized in Table 10.

 

Table 10: Mineral Reserve Key Modifying Factors. Used on Pit Optimization Run.

 

Modifying Factor Value
Gold price US$ 1,500/oz
Gold Refining Charge US$ 28/oz
Royalties (CFEM¹) 1.5% of Gross Revenue
Exchange rate R$ 5.2:US$ 1
Costs  
Mining fixed US$ 0.20/t
Mining weathered US$ 2.20/t
Mining fresh rock ore US$ 3.00/t
Mining fresh rock waste US$ 2.60/t
Processing US$ 14.82/t processed
G&A US$ 2,753,173/year
Sustaining US$ 0.62/t processed

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Modifying Factor Value
Plant recovery 92.1%
Mining recovery 95%
Total Dilution (planned and unplanned) 5%
Overall Pit Slopes 36.5 – 61.5°

 

¹ Note: CFEM is the Brazilian government royalty

 

The Mineral Reserves inside the engineered pit designs were reported using cut-off grades (COG) estimated by rock type, based on a gold price of US$ 1,500/oz, including an allowance for refining costs of US$ 28/oz, and a R$:US$ exchange rate of 5.2:1.

 

A high voltage transmission line (HVTL) constrains the pit to the north and a highway paved road (BR-226) constrains the pit to the south.

 

The Mineral Reserves are presented in Table 11. The Mineral Reserves have been estimated in accordance with Canadian National Instrument (NI) 43-101 Standards of Disclosure for Mineral Projects as of August 2011 and Definition Standards for Mineral Resources and Mineral Reserves adopted by the CIM Council on May 2014 (CIM, 2014), which are consistent with the definitions in S-K 1300.

 

Table 11: Mineral Reserves Borborema Project, Effective Date July 31, 2023.

 

Classification

Tonnage

(kt)

Au Grade

(g/t)

Au Content

(koz)

Plant Recovery (%)
Proven - - - -
Probable 22,455 1.12 812 92.1
Total 22,455 1.12 812 92.1

 

Notes:

 

1.CIM (2014) definitions were followed for the Mineral Reserve estimates. These definitions are consistent with the definitions in S-K 1300.

 

2.Mineral Reserves have an effective date of 31 July 2023. The Qualified Person for the estimate is Bruno Yoshida Tomaselli, B.Sc., FAusIMM, an employee of Deswik.

 

3.Mineral Reserves are confined within an optimized pit shell that uses the following parameters: gold price including refining costs US$1,472/oz; mining costs US$2.40/t weathered material, US$2.80/t waste fresh rock, US$3.20/t ore fresh rock; processing costs US$14.82/t processed; general and administrative costs US$2.8 M/a; sustaining costs US$0.62/t processed; process recovery of 92.1%; mining dilution of 5%; ore recovery of 95%; and pit inter-ramp angles that range from 36–64°.

 

4.Tonnages and grades have been rounded in accordance with reporting guidelines. Totals may not sum due to rounding.

 

The QP is not aware of any risk factors associated with, or changes to, any aspects of the modifying factors such as mining, metallurgical, infrastructure, permitting, or other relevant factors that could materially affect the Mineral Reserve estimate. QP agrees with this statement.

 

1.8MINING METHOD

 

The mine layout and operation are based on the following criteria:

 

·Two independent open-pit areas named Main Pit and South Pit.

 

·Two independent waste rock storage facilities (WRSF).

 

·Independent access from both pits to the mine run-of-mine (ROM)/crushing pad.

 

·Low-grade stockpiling strategy near the ROM/crushing pad.

 

·20-m height benches.

 

The life of mine (LOM) will be eleven years and four months. The basis for the scheduling includes:

 

·Plant capacity: 2.0 Mtpy.

 

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·10 months of pre-stripping operation.

 

·The maximum proportion of oxidized material in the plant is 10%.

 

·Total material movement: approximately 14 Mtpy.

 

·Sink rate: 100 m (5 benches at 20 m high).

 

·Low-grade stockpile to increase head grade for initial years.

 

1.9RECOVERY METHODS

 

The proposed beneficiation plant design is based on metallurgical testing and designed for optimal gold recovery with low capital and operating costs. In its initial conception, a conventional circuit for feeding 4.0 Mtpy was foreseen, consisting of three-stage crushing, ball mill, CIL, and thickening and filtering for dry stacking of the tailings, including desorption by the Anglo American Research Laboratory (AARL) method and electrolysis. The current design is based on a nominal feed of 2 Mtpy of ore, assuming a crushing plant availability of 75% and 90% for milling/CIL and supported downstream operations by an emergency stockpile of crushed ore and reserve equipment in critical areas. The Project includes single-stage primary crushing with a single stage semi-autogenous grinding (SSSAG) mill circuit at the 2.0 Mtpy stage to obtain a P80 106 μm product for cyanide leaching in the presence of activated carbon in obtaining gold recovery of 92.1%.

 

The beneficiation plant design incorporates the following unit process operations:

 

·Single-stage primary crushing to produce a crushed product size with 80% pass (P80) in 92 mm.

 

·Belt conveyor to transfer the crushing product to feed a surge bin with a storage capacity of 500 t of ore. The recovery of ore from this bin will be through vibrating feeders and the excess crushed ore will be stored in an emergency pile with the material being recovered by a front loader.

 

·Grinding SSSAG in a closed circuit with hydrocyclones to produce a grinding size P80 <106 μm.

 

·Gravimetry and intensive leaching circuit for the recovery of coarse gold, with a feed of 30% of the circulating grinding load.

 

·A hybrid circuit, incorporating a leaching tank and six tanks for leaching in the presence of activated carbon for gold adsorption.

 

·Zadra Pressure elution circuit divided into a column for acid washing and a column for elution, with a capacity of six tonnes of activated carbon, electrolyte tank, electrowinning extraction, and precious metals smelting to recover gold and silver from carbon charged to produce bullion.

 

·Thickening unit to recover water containing cyanide and reduce consumption of cyanide itself and reagents for neutralization.

 

·Tailing treatment incorporating tanks for cyanide destruction using sodium metabisulfite/air/copper sulphate.

 

·Final thickening unit for adapting the tailings slurry to the optimal density for filtering and recovering cyanide-free water for the process.

 

·Tailings filtering station to obtain a cake with a moisture content of around 20% that will be transported to an intermediate pile, and subsequently recovered by mechanical shovel and transported by trucks to the disposal shared with the mine waste.

 

The crushing plant will be able to operate with a projected production of up to 304 tph, with an availability of 75%. Excess ore from the mill feed bin will be stored and retrieved from the emergency stockpile (approximately 12,000 t capacity) via a front loader (FEL) and belt conveyor to transfer the material to the SSSAG mill feed. The mill design was selected to produce a P80 <106 μm product with a nominal feed rate of 254 tph. The SAG mill will be equipped with a variable speed drive and will operate in a single stage (SSSAG) in a closed circuit with a set of five hydrocyclones in operation. After metallurgical tests confirmation of the presence of coarse gold in the feed, a gravimetry and intensive leaching circuit will absorb 30% of the circulating load for the concentration of gold by gravity.

 

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Based on metallurgical test work, a configuration of one leach tank and six tanks containing leached activated carbon (CIL) was adopted to achieve 92.1% gold recovery with consistently low tailings grades. The tanks will be identical in size with cyanide added to the CIL tanks as needed. The residence time will be 30 hours with solids density of 35% w/w. Atmospheric air will be sparged to maintain an adequate level of dissolved oxygen for leaching into the CIL tanks.

 

A Zadra-type elution circuit under Pressure (ZP), with two columns, one for the acid washing of carbon and the other for the elution of this pregnant carbon, was dimensioned with the capacity to treat six tonnes of loaded carbon based on the metallic content of the feeding and recovery from gold extraction. An AARL-type circuit would be the initial option for offering greater operational flexibility. However, due to the uncertainty of the quality of water, with low concentrations of salts as a result of the use of wastewater from the city of Currais Novos, the option for ZP was chosen. Two electrowinning cells will operate one dedicated to the gravimetry circuit and the other to the CIL circuit.

 

The Air/SO2 system was selected as the cyanide destruction method after the tailings slurry undergoes thickening to recover cyanide-containing water and decrease reagent consumption. Subsequently, this neutralized pulp will be thickened again to recover cyanide-free water and thicken the pulp to suitability for filtration. With a higher percentage of solids in the tailings slurry, the efficiency of the filtering system will be facilitated to obtain dry tailings or tailings with low humidity of 20%. After filtering, the material will be deposited by a conveyor to form a heap in the shape of a bean, and from there it will be recovered by a front loader and transported by bucket truck to the disposal shared with the mine waste dump.

 

1.10PROJECT INFRASTRUCTURE

 

The general site plan (Figure 4) shows the planned locations of the main Project facilities, including the gatehouse and administrative areas, primary substation, processing plant, wastewater treatment plant (“WTP”), filtration, mine support area, access roads, pit and piles.

 

Access to the facility is from the south side of the property from road BR-266. The main access will be through the security gate near the process plant. The site will be fenced off to prevent access by unauthorized persons. The process plant is located west of the pit. The site plan design took into account the site geography and terrain, and optimization of soil movement from cutting and for embankments.

 

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Figure 4: General site plan

 

1.11ENVIRONMENTAL STUDIES, PERMITTING, SOCIAL AND COMMUNITY IMPACTS

 

The Borborema Project is in a semi-arid region with an average annual rainfall of 695 mm and an annual evaporation rate of around 2,600 mm, resulting in a large yearly water deficit. The Project site is located about 172 km from Natal, 30 km from Currais Novos, and about 1-4 km from the local communities São Luiz, São Rafael, São Sebastião and Maxixe.

 

The Project area is not located in Conservation Units (Parks, Forest Reserves) or Indigenous Lands. There is a Traditional Quilombola community, called Negros do Riacho, located about 20 km from the site, outside the directly affected area and of direct influence of the Project.

 

Aura owns the São Francisco Farm and the Pedra Branca site and has enough areas to house all the structures of the 2 Mtpy project. The Jesus Maria farm was also acquired to be a Forestry Reserve area and conduct reforestation.

 

The water demand for the annual productions is 75.6 m3/h of raw water for the operational process. This demand will be met by wastewater (sewage) from the municipality of Currais Novos, which will be treated at the Sewage Treatment Station in the Project area and by rainwater accumulated in the fines dike and in the Onça and São Francisco dams, located inside São Francisco Farm, owned by Aura.

 

Results of acid mine drainage (ARD) and metal leaching tests carried out to date do not suggest the generation of acid or alkaline drainage associated with waste rock and tailings materials from the Borborema Project, and metal leaching is not shown to be a significant concern.

 

The Environmental Impact Study (EIA) and Environmental Impact Report (RIMA) were prepared in 2011 in which the main impacts of the Borborema Project were identified and evaluated and mitigating measures, plans, and environmental programs were proposed. The Project's areas of influence were defined, and field studies were carried out on the terrestrial and aquatic fauna, flora, water resources, historical and archaeological heritage, socioeconomic diagnosis of the region, and traditional populations, among others.

 

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The presentation of the Project and the environmental impact study was held at a Public Hearing in the city of Currais Novos on December 05th 2013, which was very well received by the local population. After the public hearing and analysis of the study by the responsible authority (IDEMA -Institute for Sustainable and Environmental Development of Rio Grande do Norte), the Preliminary License -LP No. 2011-047788/TEC/LP-0136 was issued in April 2017. On April 15, 2019, Installation License No. 2018-129191/TEC/0083 was issued, which has already expired. Currently, the Borborema Project has Installation License LI nº 2022-188699/TEC/LI-0181 for the implementation of the Project in an area of 490 ha is valid until 2028.

 

The application for an Operation License with IDEMA will be made around October 2024 and, following IDEMA’s instructions, all changes and expansions carried out in the executive project and implemented during construction will be provided to IDEMA shortly after the License is issued of Operation (LO). An Operation Alteration License (LAO) is required for the changes to be added to the Operation License. It is estimated that the Operating License will be issued in about 90 to 100 days after the application is submitted.

 

The Borborema project is currently in the ramp-up phase, in accordance with Operating License (LO) No. 2024-219477/TEC/LO-0639, which authorizes the mining and processing of gold ore in an area of 490 hectares. This license is linked to mining rights 805.049/1977, 840.149/1980 and 840.152/1980 of the National Mining Agency (ANM), which cover a total area of 2,902.7 hectares. To expand the deposit, it will be necessary to build a 5.3 km bypass of BR 226, and to this end, the licensing processes with the federal and state governments are already underway.

 

Operating License (LO) No. 2024-219477/TEC/LO-0639 is valid until February 03, 2031 and covers changes and improvements made during construction in the 490-hectare area. However, according to IDEMA, any expansion or change that exceeds 490 hectares but occupies up to 100 additional hectares must apply for an Expansion License and will be incorporated into the current Operating License. Future expansions or changes that exceed the 100 hectares already expanded will be subject to separate licensing.

 

1.12CAPITAL AND OPERATING COSTS

 

The capex study presented has a variation of +10% and -10%. The capex estimate presented in Table 12 includes the cost for project execution, acquisition, construction, and commissioning of all facilities. The estimate was based on basic engineering of the disciplines of mechanics, electrical, civil, instrumentation and pipes. In addition to the quantitative and definitions coming from the consolidated basic project, other definitions of scope were considered together with Aura, such as the values of pile construction, mine and other costs, including indirect.

 

Table 12: Overall CAPEX Estimation.

 

Item Total %
Services (US$ x 1,000) $49,878.18 25,41%
Supply (US$ x 1,000) $67,691.61 34,49%
Mine, Pile and LT (US$ x 1,000) $39,962.51 20,36%
Indirect Costs (US$ x 1,000) $29,082.00 14,82%
Contingency (US$ x 1,000) $9,648.43 4,92%
TOTAL CapEx (US$ x 1.000) $196,262.73 100%

 

Operating costs are shown in Table 13, in which the unit costs per tonnes/year are presented for labor, G&A, laboratory, access maintenance, equipment rental, water and sewage treatment plant, pile and mine.

 

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Table 13: OPEX for the Borborema Project.

 

  OPEX (AISC) per tonne Feed OPEX (AISC) per Oz Produced
Per Tonne/Year Per Oz/Year
Total (US$) % Total (US$) %
Unitary Costs $ 27.13 100% $ 867.36 100%
Labor (Fixed Costs) $ 2.83 10% $ 90.99 10%
G&A (Fixed Cost) $ 1.33 5% $ 42.69 5%
Laboratory (Fixed Cost) $ 0.58 2% $ 18.70 2%
Access Maintenance (Fixed Cost) $  - 0% $  - 0%
Equipment rental (Fixed Cost) $ 0.11 0% $  - 0%
Energy (Variable Costs) $ 1.67 6% $ 53.58 6%
Reagents and Consumables (Variable Costs) $ 3.81 14% $ 122.41 14%
Maintenance $ 0.96 4% $ 30.91 4%
Water and sewage treatment plant $ 0.36 1% $ 11.46 1%
Pile $ 2.39 9% $ 76.87 9%
Mine $ 12.31 45% $ 394.99 46%
Selling $ 0.01 0% $ 0.29 0%
Royalties $ 0.78 3% $ 25.13 3%

 

1.13ECONOMIC ANALYSES

 

The financial model adopts the concept of project free cash flow, in which all the project's cash generation capacity is evaluated by countering this flow with a weighted discount rate (“WACC”) which reflects the average cost of sources of funds (cost of equity and third parties). The amounts in the cash flow were expressed in thousands of United States Dollars (USD x 1,000) and on a real basis (without inflation).

 

Based on the assumptions adopted, the net present value (“NPV”) of Aura Minerals Gold Project is between a range of USD 90.2 million and USD 182.7 million.

 

The project's internal rate of return ("IRR") stands at 21.4%, while the annual average EBITDA (from 2025 to 2036) amounts to USD 47.6 Million. The operational payback period is calculated at 3.3 years.

 

The results are summarized in Table 14.

 

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  Technical Report Summary – Borborema Gold Project – March 28, 2025
  

Table 14: Project Cash Flow.

 

 

Source: EY

 

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1.14CONCLUSION

 

After the evaluation, the NPV, at a WACC rate between 5.0% and 11.0% per year, resulted in a range with a minimum value of USD 90.2 Million and a maximum value of USD 182.7 Million, with a Project IRR of 21.4% and a 3.3-years Operational Payback Time. For this scenario, the gold price adopted has an average value of USD 1,712/Oz considering all the operational years and the exchange rate used was BRL 4.93 for USD 1.00 in 2023, BRL 5.00 for USD 1.00 in 2024 and BRL 5.09 for USD 1.00 in 2025 onwards.

 

1.15RECOMMENDATIONS

 

This Report and the results herein have been verified and approved by the QPs Mr. Farshid Ghazanfari, M.Sc. (P.Geo.), Dr. Homero Delboni, Jr. Ph.D., (MAusIMM – CP Mettallurgy), Bruno Yoshida Tomaselli, B.Sc. (FAusIMM) and SRK Consulting (U.S.), Inc.

 

Specific recommendations can be found in chapter 26.

 

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2INTRODUCTION AND TERMS of REFERENCE

 

Aura Minerals has prepared this Technical Report Summary (TRS) on the Feasibility Study for the Borborema Gold Project, Currais Novos Municipality, Rio Grande do Norte, Brazil. This TRS conforms to United States Securities and Exchange Commission’s (SEC) Modernized Property Disclosure Requirements for Mining Registrants as described in Subpart 229.1300 of Regulation S-K, Disclosure by Registrants Engaged in Mining Operations (S-K 1300) and Item 601 (b)(96) Technical Report Summary.

 

The Borborema Project is owned by Cascar Brasil, a company 100% beneficially owned by Aura Minerals and was acquired by Aura Minerals from Big River Gold Limited in 2022 (“Borborema Project”). Cascar Brasil holds 03 (three) material mining rights in connection with the Borborema Project, covering an area of 2.907,2 hectares. All Borborema Mining Rights have been lawfully acquired and are duly registered with the ANM under Cascar Brasil´s name, as applicable.

 

The Borborema Gold Project is located in the southern portion of the state of Rio Grande do Norte, Brazil. The Project comprises three active mining concessions for the last forty years, totaling 2,907 hectares, and was acquired by Aura from its previous owner, Big River Gold, in 2022.

 

Borborema Project has a long and continued historic exploration program carried out by different companies since 1980. Preliminary resource models were constructed based on the results of the exploration work. Mineração Xapetuba LTDA mined the São Francisco open-pit between 1984 and 1991, and reported that approximately 100,000 ounces of gold were recovered.

 

Aura reviewed all information received from Big River Gold (Crusader Resources). Aura performed additional metallurgical work and a preliminary mining study. The results of these studies are incorporated into this TRS. Information used in this TRS is listed in the References section.

 

The most recent technical report on the Project was prepared by Aura in accordance with Canadian National Instrument (NI) 43-101 and was entitled “Feasibility Study Technical Report (NI 43-101) for the Borborema Gold Project, Currais Novos Municipality, Rio Grande do Norte, Brazil”, dated October 5, 2023 (the 2023 Technical Report). There has been no material change to the information contained in the 2023 Technical Report, and Aura considers the Technical Report to be current. This Technical Report Summary presents information from the 2022 Technical Report in compliance with S-K 1300. Aura has prepared this TRS to support a listing on the NYSE.

 

On March 28, 2025, the Company announced that production ramp-up at Borborema had commenced, making Borborema the second project Aura has brought into operation on time and on budget. With ramp-up now underway, the mine and plant are operational, and Aura expects to achieve commercial production by Q3 2025. Construction capex is 100% committed, with 71% disbursed. Significant developments include the conclusion of the Main Substation, Power Line, Mechanical assembly of the Crushing Area and the CIL area. The mine pre-stripping is ongoing according to the plan and a total of 5.7Mt of waste has been moved to the waste dump. Detailed engineering is complete, construction activities are at 80% complete, civil works have reached 90% completion, and equipment installation is at 60% completion. A road relocation is pending approval by the National Infrastructure Agency. The project currently employs 2,184 direct and indirect personnel. The Operational license is in place, allowing the start of the operations once construction is complete.

 

2.1PROJECT BACKGROUND

 

The Borborema Project is located in the municipality of Currais Novos, in Rio Grande do Norte State, Brazil. The gold deposit is the main focus of this Feasibility Study and will be the primary source of potential ore.

 

The following activities and project developments were completed by Aura between 2022 and 2023:

 

·Database validation and QA/QC review.

 

·Mineral Resource and Reserves estimation updates.

 

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·Mining studies and pit optimization.

 

·Improvements in the processing studies with elaboration of the definitive and adequate flowsheet: comminution, leaching in the presence of active carbon, carbon elution, electrolysis, and smelting.

 

·The beneficiation plant will have an operational capacity of 2.0 Mtpy. The process plant includes crushing, grinding, classification, gravity concentration, leaching and adsorption (CIL), acid washing and desorption, followed by electrolysis and smelting.

 

·Preliminary estimates of capital and operating expenditures for the project, a discounted cash flow for the life of the project, a project implementation plan, and a site rehabilitation plan for the decommissioning of the project.

 

·Acquiring permits for a wildlife survey and the EIA/RIMA (Environmental Impact Study and Environmental Impact Report) general field survey.

 

2.2QUALIFIED PERSONS

 

The following individuals, by virtue of their education, experience, and professional association, are considered Qualified Persons (QPs) as defined in S-K 1300 and are members in good standing of appropriate professional institutions.

 

The Qualified Persons are responsible for the specific sections as follows:

 

·Farshid Ghazanfari, M.Sc. (P.Geo.), Member of the Association of Professional Geologists of Ontario, Canada (PGO), Aura Mineral Geology and Resource Director (Geology), is the Qualified Person responsible for Sections 3, 4, 5, 6, 7, 8, 20, and 25 and related disclosures in Sections 1, 2, 22, 23, 24, and 26.

 

·Dr. Homero Delboni, Jr. Ph.D., (MAusIMM – CP Metallurgy), Independent Senior Consultant (Metallurgy), is the Qualified Person responsible for Sections 10, 14, 15, 16, 17, 18, and 19, and related disclosures in Sections 1, 2, 22, 23, 24, and 26.

 

·Bruno Yoshida Tomaselli, B.Sc., Fellow of the Australasian Institute of Mining and Metallurgy (FAusIMM), Mining Engineer employed as a Consulting Manager with Deswik Brazil., is the Qualified Person responsible for Sections 12, 13 and 21, and related disclosures in Sections 1, 2, 22, 23, 24, and 26.

 

·SRK Consulting (U.S.), Inc. based in Denver, USA., is the Qualified Person responsible for Sections 9 and 11, and related disclosures in Sections 1, 2, 22, 23, 24, and 26.

 

Table 15: Qualified Person Responsibilities

 

CHAPTER NUMBER SECTIONS QUALIFIED PERSONS (QP)
1 EXECUTIVE SUMMARY Farshid Ghazanfari, M.Sc., (P.Geo)
Dr. Homero Delboni, Jr. Ph.D. (MAusIMM – CP Metallurgy)
Bruno Yoshida Tomaselli, B.Sc. (FAusIMM)
SRK Consulting (U.S.), Inc.
2 INTRODUCTION Farshid Ghazanfari, M.Sc., (P.Geo)
Dr. Homero Delboni, Jr. Ph.D. (MAusIMM – CP Mettalurgy)
Bruno Yoshida Tomaselli, B.Sc. (FAusIMM)
SRK Consulting (U.S.), Inc.
3 PROPERTY DESCRIPTION AND LOCATION Farshid Ghazanfari, M.Sc., (P.Geo)
4 ACCESSIBILITY, CLIMATE, LOCAL RESOURCES, INFRASTRUCTURE, AND PHYSIOGRAPHY Farshid Ghazanfari, M.Sc., (P.Geo)
5 HISTORY Farshid Ghazanfari, M.Sc., (P.Geo)
6 GEOLOGICAL SETTING AND MINERALIZATION Farshid Ghazanfari, M.Sc., (P.Geo)
7 EXPLORATION Farshid Ghazanfari, M.Sc., (P.Geo)

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CHAPTER NUMBER SECTIONS QUALIFIED PERSONS (QP)
8 SAMPLE PREPARATION, ANALYSES, AND SECURITY Farshid Ghazanfari, M.Sc., (P.Geo)
9 DATA VERIFICATION SRK Consulting (U.S.), Inc.
10 MINERAL PROCESSING AND METALLURGICAL TESTING Dr. Homero Delboni, Jr. Ph.D. (MAusIMM – CP Metallurgy)
11 MINERAL RESOURCE ESTIMATES SRK Consulting (U.S.), Inc.
12 MINERAL RESERVE ESTIMATES Bruno Yoshida Tomaselli, B.Sc. (FAusIMM)
13 MINING METHODS Bruno Yoshida Tomaselli, B.Sc. (FAusIMM)
14 RECOVERY METHODS Dr. Homero Delboni, Jr. Ph.D. (MAusIMM – CP Metallurgy)
15 PROJECT INFRASTRUCTURE Dr. Homero Delboni, Jr. Ph.D. (MAusIMM – CP Metallurgy)
16 MARKET STUDIES AND CONTRACTS Dr. Homero Delboni, Jr. Ph.D. (MAusIMM – CP Metallurgy)
17 ENVIRONMENTAL STUDIES, PERMITTING, AND SOCIAL OR COMMUNITY IMPACT Dr. Homero Delboni, Jr. Ph.D. (MAusIMM – CP Metallurgy)
18 CAPITAL AND OPERATING COSTS Dr. Homero Delboni, Jr. Ph.D. (MAusIMM – CP Mettallurgy)
19 ECONOMIC ANALYSIS Dr. Homero Delboni, Jr. Ph.D. (MAusIMM – CP Mettallurgy)
20 ADJACENT PROPERTIES Farshid Ghazanfari, M.Sc., (P.Geo)
21 OTHER RELEVANT DATA AND INFORMATION Bruno Yoshida Tomaselli, B.Sc. (FAusIMM)
22 INTERPRETATION AND CONCLUSIONS Farshid Ghazanfari, M.Sc., (P.Geo)
Dr. Homero Delboni, Jr. Ph.D. (MAusIMM – CP Mettallurgy)
Bruno Yoshida Tomaselli, B.Sc. (FAusIMM)
SRK Consulting (U.S.), Inc.
23 RECOMMENDATIONS Farshid Ghazanfari, M.Sc., (P.Geo)
Dr. Homero Delboni, Jr. Ph.D. (MAusIMM – CP Mettallurgy)
Bruno Yoshida Tomaselli, B.Sc. (FAusIMM)
SRK Consulting (U.S.), Inc.
24 REFERENCES Farshid Ghazanfari, M.Sc., (P.Geo)
Dr. Homero Delboni, Jr. Ph.D. (MAusIMM – CP Mettallurgy)
Bruno Yoshida Tomaselli, B.Sc. (FAusIMM)
SRK Consulting (U.S.), Inc.
25 RELIANCE ON OTHER EXPERTS Farshid Ghazanfari, M.Sc., (P.Geo)
26 SIGNATURE PAGE Farshid Ghazanfari, M.Sc., (P.Geo)
Dr. Homero Delboni, Jr. Ph.D. (MAusIMM – CP Mettallurgy)
Bruno Yoshida Tomaselli, B.Sc. (FAusIMM)
SRK Consulting (U.S.), Inc.

 

2.3QUALIFIED PERSONS SITE VISITS

 

Mr. Farshid Ghazanfari, Qualified Person (Aura, Geology and Mineral Resources) has been involved with the Borborema Gold Project since 2018, as well as during the due diligence prior to Aura’s acquisition. Mr. Ghazanfari visited the Borborema Gold Project on a few occasions during the past three years. His most recent site visit was from November 8 to 12, 2022. He inspected various parts of the property geology and drilling sites to check coordinates; inspected the core handling facility; reviewed the sampling procedures; and interviewed key personnel involved in the collection, interpretation, and processing of geological data and preparation of the Mineral Resource estimates. Additionally, the QP checked the logs of seven drill holes and visually verified that assays from the database are consistent with the metal content in the same intervals.

 

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SRK Consulting (U.S.), Inc. based in Denver-USA, visited Borborema property between November 19 to 21, 2021. The QP inspected the property, historical open pit, core shed, mineralization and lithology via select drill core, sample storage, and met with site geologists for discussions related to planned drilling, geochemical exploration, historical mining and ore control, structure, and general geology.”

 

Mr. Bruno Yoshida Tomaselli, QP (Mineral Reserves), visited the Borborema property for 2 days between February 13 to 14, 2023. During this period the following were evaluated: road conditions, possible accesses to the site, potential location for the processing plant and for infrastructure, existing infrastructure conditions, pit and stockpile locations.

 

2.4TERMS AND DEFINITIONS

 

All measurement units used in this report are metric and the currency is expressed in US dollars (US$) or Brazil Real (R$). Units of measurement are listed in Table 16.

 

Location coordinates are expressed in the Universal Transverse Mercator (UTM) grid coordinates using the SIRGAS 2000 Datum, Zone 24M, unless otherwise noted.

 

The following terms and definitions are used in this report.

 

·Aura refers to Aura Minerals 360 Mining.

 

·Deswik refers to Deswik Brasil (Belo Horizonte, Brazil).

 

·SRK refers to SRK Consulting do Brasil (Belo Horizonte, Brazil).

 

·ANM refers to the (Agência Nacional de Mineração do Brasil).

 

·Ausenco refers to Ausenco do Brasil Engenharia LTDA (São Paulo, Brazil).

 

·TWSP refers to TestWork Desenvolvimento de Processos LTDA (São Paulo, Brazil).

 

·ALS refers to ALS Metallurgy (São Paulo, Brazil).

 

·HDA refers to HDA Serviços S/S LTDA. (São Paulo, Brazil)

 

·Promon refers to Promon Engenharia LTDA (São Paulo, Brazil)

 

2.5UNITS, SYMBOLS AND ABBREVIATIONS

 

Aura has based all measurements in the metric system, exceptions to this primarily list both English and Metric standards. Currencies are generally based on the July 32, 2023, US Dollar, with the conversion exchange rate of 5.0 Brazilian Reals per 1 US Dollar for the long-term exchange rate unless otherwise stated. Dollars are United States Dollars, and weights are in metric tonnes of 1,000 kilograms (2,204.62 pounds).

 

Location coordinates are expressed in the Universal Transverse Mercator (UTM) grid coordinates using the SIRGAS 2000 Datum, Zone 24M, unless otherwise noted.

 

The abbreviations used in this report are described in Table 16.

 

Table 16: Units, symbols and abreviations

 

UNITS, SYMBOLS AND ABBREVIATIONS
% Percent(age)
Inch
$ / USD / US$ United States Dollars
AA/AAS Atomic Adsorption Spectroscopy

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UNITS, SYMBOLS AND ABBREVIATIONS

AARL Anglo American Research Laboratories
Ai Abrasion index
AISC All-In-Sustaining Costs
AIG Australian Institute of Geoscientists
AusIMM Australasian Institute of Mining and Metallurgy
AFRIMM Additional of Freight
Ag Silver
ANM

National Mining Agency

 

(Agência Nacional de Mineração)

 

As Arsenic
AT Assay Ton
Au Gold
R$ Brazilian Reais
BWI Bond Work Index
Ca(OH)2 Calcium hydroxide
CAERN Water and Sewage Company of Rio Grande do Norte State
CAPEX Capital Expenditure
CFEM Financial Compensation for the Exploration of Mineral Resources (Compensação Financeira pela Exploração de Recursos Minerais)
CIL Carbon-in-Leach
CIM Canadian Institute of Mining, Metallurgy and Petroleum guidelines
CIP Carbon-in-Pulp
CN Cyanide
CNWAD Weak acid dissociable cyanide
CP Chartered Professional
CPG Certified professional geologist
CRM Certified reference material
CSLL

Social Contribution

 

(Contribuição Social Sobre o Lucro Líquido)

 

Cu Copper
DCF Discounted Cash Flow
DDH Diamond Drill Hole
DETOX Detoxification
Dique de finos It is a conceptual purpose is the containment of the fines dragged by the drainages in the rainy season (small dam).
DFS Definitive Feasibility Study
DWI Drop-Weight Index
EBIT Earnings Before Interest and Taxes
EBITDA Earnings Before Interest, Taxes, Depreciation, and Amortization
EEE Sewage Pumping Station
EIA Environmental Impact Study
ETA water treatment plant
ETE Sewage Treatment Station
FAIG Fellow of the Australian Institute of Geoscientists
FCFF Free Cash Flow to Firm
F80 Feed- 80% passing particle size

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UNITS, SYMBOLS AND ABBREVIATIONS
Fe Iron
FEL Front End Loaded Project Evaluation Study
FS Feasibility Study
ft feet
ft3 cubic feet
g gram
Ga Gigaannum, a unit of time equal to one billion years
g/cc gram per cubic centimeter
g/cm3 gram per cubic centimeter
g/L gram per liter
g/t gram per metric ton
G&A General and Administrative
GO Goias state of Brazil
GPS Global Positioning System
GRG Gravity Recoverable Gold
Hg Mercury
HTS Code Harmonized Tariff Schedule Code
Hz Hertz
IBC Intermediate Bulk Container
ICP Inductively Coupled Plasma
ID2 Inverse Distance Squared
ILR Intensive Leach Reactor
in Inch
IRPJ

Income Tax

(Imposto de Renda de Pessoa Jurídica)

IRR Internal Rate of Return
IPI

Taxes over industrialized products

(Imposto sobre Produtos Industrializados)

ISO International Standards Organization
ISU International System of Units
ITR Independent Technical Report
JORC Australasian Code for Reporting of Exploration Results, Mineral Resources, and Ore Reserves
k thousands
K-feldspar Potassium-dominant feldspars
kg kilogram
kg/t kilogram per metric ton
km kilometer
kPag kilopascals, gauge
kV kilovolts
kW kilowatts
kWh/t kilowatt-hour per metric ton
LI

License of Installation

 

LMC Linear co-regionalization model
LO

License of Operation

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UNITS, SYMBOLS AND ABBREVIATIONS
LOM Life of Mine
LP

Preliminary License

M Millions
m meter
m/h meter per hour
m2/tpd square meter per tons per day
m3 cubic meter
Ma Megaannum, a unit of time equal to one million years
MCW Meters of Column of Water
mg/L milligram per liter
mm millimeters
Mt or mt Million metric tons
Mt/a Million metric tons per annum (year)
mtpy Million metric tons per year
mV millivolt
MW Megawatts
NI 43-101 Canadian National Instrument 43-101
NPI Net Profitability Index
NPV Net Present Value
OEAS-ICP Chemical analysis method by plasma
OK Ordinary Kriging
ONAN/ONAF Oil Natural Air Natural/Oil Natural Air Forced
OPEX Operational Expenditure
Oz or toz Troy ounces
P80 Product- 80% passing particle size (0.106 mm = 150# Tyler)
PB Paraiba state of Brazil
PIS and COFINS

Recoverable taxes

(Programa de Integração Social – Contribuição para o Financiamento da Seguridade Social)

ppb parts per billion
ppm parts per million
PSA Pressure Swing Adsorption
QA/QC Quality assurance/Quality control
QP Qualified person
R$ / BRL$ Brazilian Real
RC Reverse circulation drilling
RIMA Environmental Impact Report
ROM Run-of-Mine
SAG mill semi-autogenous grinding mill
S Sulphur or sulphide
SG Specific Gravity
SI International System of Units
SMBS, Na2S2O5 Sodium Meta-bisulphite
SMC test SAG mill comminution test
SO2 Sulphur dioxide
st Short ton (tn) = 907.185 kg

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UNITS, SYMBOLS AND ABBREVIATIONS
SUDAM

Amazon Development Superintendent Agency

(Superintendência de Desenvolvimento da Amazônia)

T or t Metric Tonne (1,000 kg or 2,204.6 lbs)
t/a or tpa metric tons per annum
t/d or tpd metric tons per day
t/h or tph metric tons per hour
t/m³ tons per cubic meter
TDA Total De-clustered Average
TDS Total Dissolved Solids
TMF Tailings Management Facility
toz Troy Ounce
Tpa or tpy Metric tons per annum/year
tph/m2 Metric ton per hour per square meter
TSF Tailings Storage Facility
TSS Total Suspended Solids
UTM Universal Transverse Mercator coordinate system
VAT Value-added tax
WACC Weighted Average Cost of Capital
w/v Weight by volume ratio
w/w Weight by weight ratio
XRF X-Ray Fluorescence
y Year
Zn Zinc
yd3 cubic yards
µm micron or micrometer

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3PROPERTY DESCRIPTION AND LOCATION

 

3.1PROPERTY LOCATION

 

The Borborema Project, located in the southern portion of the state of Rio Grande do Norte in northeastern Brazil, is situated 26 km east from the well-established town of Currais Novos and 35 km west from the town of Santa Cruz. The town of Currais Novos has good infrastructure and a population of approx. 45,000 people. The Project site is strategically located to benefit from direct access to the BR-226 federal highway linking it to the state capital Natal (172 km east, population approximately 880,000). The highway is a single-lane paved road in excellent condition and usable all year round fed by a network of well-maintained dirt roads providing access to all major areas within the Project.

 

Figure 5 shows the location of the Borborema Project area and access routes.

 

 

Figure 5: Borborema Project Map Location, Rio Grande do Norte State, Brazil.

 

3.1.1MINERAL RIGHTS, MINING CONCESSION AND PERMITTING

 

The Project comprises three (3) mining concessions totalling 2,907.2 hectares. Most of the gold (Au) Mineral Resource based on the January 2023 estimate by SRK Consulting (US) Limited (“SRK”) is located in mining concession numbers 805049/1977 and 840152/1980, with a small remaining portion located in mining concession 840149/1980 (Figure 6). The last two mining concessions are currently in suspense and mining is inactive. The suspension requested awaits response from the National Mining Agency (“ANM”). It is intended that these two concessions be reactivated once mining activities commence.

 

Mining concession No. 805.049/1977 has a valid and active operating license (“LO”) issued by IDEMA, the state environmental authority, related to prior mining and beneficiation activities on the property.

 

In addition, Borborema Inc., currently holds two exploration licenses in the Seridó Belt (located in the states of Rio Grande do Norte and Paraiba) and Mara Rosa (located in the state of Goias). Borborema’s holding are summarized in Table 17.

 

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Figure 6: Borborema Project comprising three mining concessions, Aura property and Licensed area.

 

Table 17: Borborema Inc. land holding status.

 

Project State No of Tenements Situation Mineral Area (km2)
Borborema RN 3 Mining Concession Granted Gold 29.07
Seridó Belt RN-PB 31 Exploration Authorized Gold; Lithium 296.2
Mara Rosa GO 3 Exploration Authorized Gold 27.14
Total   37     352.41

 

Following submission of a study by Ausenco do Brazil Engenharia LTDA (“Ausenco”) of the Project’s processing plant design in 2018, the following two licences were granted:

 

1.The Environmental License (Licença Prévia LP) in April 2017 and updated 30 July 2018; and

 

2.The Installation License (LI) or Installation Permit was approved one year later in April 2019 by the Rio Grande do Norte State Government Environmental Department (IDEMA). The Installation License (LI) acquired in April 2019 covers most of the three ANM mining concessions at 805.049/1977, 840.149/1980, and 840.152/1980.

 

In March 2023, upon request of Aura the Installation License was updated by IDEMA for a total area of 490 hectares located in UTM coordinates (SIRGAS 2000 Datum): 9,314,875.56 m N; 800,289.00 m E and linked to No. 805.049/1977, 840.149/1980 and 840.152/1980 Mining Concessions.

 

The vegetal suppression license, which allows the suppression of vegetation on the Project area, was issued in February 2023 by IDEMA, and covers all the project installation areas including mine, waste dump, operational area, utilities, and dry storage facility.

 

The Borborema project is currently in the ramp-up phase, in accordance with Operating License (LO) No. 2024-219477/TEC/LO-0639, which authorizes the mining and processing of gold ore in an area of 490 hectares. This license is linked to mining rights 805.049/1977, 840.149/1980 and 840.152/1980 of the National Mining Agency (ANM), which cover a total area of 2,902.7

 

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hectares. To expand the deposit, it will be necessary to build a 5.3 km bypass of BR 226, and to this end, the licensing processes with the federal and state governments are already underway.

 

Operating License (LO) No. 2024-219477/TEC/LO-0639 is valid until February 03, 2031 and covers changes and improvements made during construction in the 490-hectare area. However, according to IDEMA, any expansion or change that exceeds 490 hectares but occupies up to 100 additional hectares must apply for an Expansion License and will be incorporated into the current Operating License. Future expansions or changes that exceed the 100 hectares already expanded will be subject to separate licensing.

 

Additional licenses are required for the full operation of Borborema Project such as the Sewage Treatment Plant Operating License, Power Distribution Line Operating License and others that are listed in the table below:

 

Table 18: Borborema Project Licenses and Permits Held by Aura

 

 

Note:LP, LI and LO - Preliminary License, Installation License and Operating License

 

**It was used during the construction and will continue to supply the start of operation with diesel supplementation coming from Natal (capital of RN)

 

From this list, only the Operating License for the wastewater pipeline has not yet been issued because the construction team is still undergoing leak testing. After these tests are completed, it is estimated the License will be issued in 10 days.

 

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3.2SURFACE RIGHTS: ACCESS TO LAND

 

Borborema Inc, now owns the São Francisco farm which has an area of 752.06 hectares and covers the entire Project area. With the program of acquisition of properties adjacent to the São Francisco farm, three (3) new properties were acquired totaling 151.70 hectares, comprising the Pedra Branca site - westward continuation of the São Francisco Farm, the Santo André site and the Mulungu site.

 

Figure 7 shows the São Francisco Farm area, the new Aura properties and other properties surrounding the venture.

 

 

Figure 7: Small farms around the São Francisco farm.

 

3.3ROYALTIES AND EXPLOITATION TAXEs

 

3.4permitin

 

CFEM is a “royalty” payment, like a tax, created by the Federal Constitution as compensation for states and municipalities for the economic use of mineral resources in their territory. It applies to any individual or entity qualified to extract mineral substances for economic purposes.

 

CFEM is calculated on the revenue of the value of sales when the mineral product is sold. Net sales are the sales value of the mineral product, less taxes (ICMS, PIS, COFINS, IOF and ISS), and insurance expenses incurred at the time of sale.

 

The rates applied on net sales or on the sum of direct and indirect expenses vary according to the mineral substance. For gold mining the applicable CFEM rate is 1.5% (one integer and five tenths per cent).

 

CFEM will be distributed according to the following percentages and criteria:

 

·Seven per cent (7%) for the mining sector regulator;

 

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·One whole and eight tenths’ percent (1.8%) for the Centre for Mineral Technology (CETEM), linked to the Ministry of Science, Technology, Innovations, and Communications, created by Law No. 7,677 October 21, 1988, for research, studies, and projects for the treatment, processing and industrialization of mineral goods;

 

·Two tenths per cent (0.2%) for the Brazilian Institute of Environment and Renewable Natural Resources (IBAMA), for environmental protection activities in regions impacted by mining;

 

·Fifteen per cent (15%) for the federal district and states where production occurs;

 

·Sixty percent (60%) for the federal district and municipalities where production occurs;

 

·Fifteen percent (15%) for the federal district and municipalities when mining activity and production does not occur in their territories unless in the following situations:

 

·Crossed by infrastructure used for rail or pipeline transport of mineral substances;

 

·Affected by port operations and loading and unloading of mineral substances;

 

·Where waste piles, tailings dams and mineral processing facilities are located, and other facilities provided for in the Economic Recovery Plan (PAE).

 

In addition, effective August 30, 2023, Dundee Resources Limited converted its 20% equity interest in Borborema Inc. into a net smelter royalty, making Aura the sole shareholder of Borborema Inc.

 

Calculation and Payment of Royalty to Dundee Resources Limited is as below:

 

(a)       The Payor hereby grants and agrees to pay to the Royalty Holder a royalty in respect of each applicable calendar quarter, as follows:

 

(i)       1.5% of the Net Smelter Returns for each such calendar quarter in respect of the first 1,500,000 ounces of gold produced and sold from the Property following the date of this Agreement (the “Initial Production Threshold”); and

 

(ii)       1% of the Net Smelter Returns for each such calendar quarter in respect of which an additional 500,000 ounces of gold are produced and sold from the Property after the initial 1,500,000 ounces of gold has been produced and sold from the Property.

 

Once 2,000,000 ounces of gold are produced and sold from the Property to which the above noted royalty payments have been made to the Royalty Holder, the Royalty shall be extinguished and be of no further force or effect.

 

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4ACCESSIBILITY, CLIMATE, LOCAL RESOURCES, INFRASTRUCTURE, AND PHYSIOGRAPHY

 

4.1ACCESS

 

Access to the Project from both Currais Novos and Natal is via the BR-226 federal highway which crosses the Property. The highway is asphalt, marked, single-lane road that is maintained in excellent condition and is useable throughout the year. A network of cleared dirt roads provides access to all the main areas within the Project.

 

4.2CLIMATE

 

The Project has a semi-arid climate, with little or no water surplus is characterized by hot summers extending from October to March and warm and generally dry winters. The average annual rainfall is 695 mm, with a rainy season predominantly from January to April, but generally irregular. The average annual temperature is 27.5°C, with a minimum average of 18°C and maximum average of 33°C. The variation between the warmest months (October to March) and the coldest month (July) is approximately 8°C. The prevailing wind direction is from the south-east at an average speed of 1.4 m/s.

 

4.3PHYSIOGRAPHY

 

The Project is located on the Western Borborema Plateau. Relief is predominantly undulating with ridges and hills aligned toward the north-east. The altitude in the immediate mine area varies from approximately 470 m to 490 m above sea level. The environment has predominantly low erosion, with steep-sided smaller drainage systems and flat-bottomed large drainage systems. The thin soil (generally less than 40 cm) is poorly drained with a sandy upper horizon and a clay-rich lower horizon with corresponding low permeability. The soil is classified as a natric planosol (Bezerra Junior and da Silva, 2007).

 

4.3.1GEOMORPHOLOGY

 

The state of Rio Grande do Norte has a wide variety of landforms carved in the Cretaceous sedimentary rocks of the Potiguar Basin and the older crystalline basement rocks. Based on the classification of Brazil’s Morphoclimatic Domains (Ab Saber, 1969), the Potiguar landform is inserted in two domains and a transition range. Mares de Morros Domain, which corresponds to the Coastal Northeastern Trays. Domains of the Intermontane and Interplanaltic Depressions of the Caatingas in the state territory were formed by four sets of morphological features; the flattening surfaces of the Country Depression plateaus are supported by sedimentary rocks, isolated saws, and Borborema Plateau (Figure 5-1). Interspersing these domains is an important morphoclimatic transition range, from the humid coast to the semi-arid hinterland, called Agreste Potiguar (Dantas & Ferreira, 2010).

 

Based on analysis of remote sensing data, field profiles, and previous regional-geomorphological studies (IBGE, 1995; ROSS, 1985, 1997), the state of Rio Grande do Norte was divided into seven geomorphological domains (Figure 8).

 

The state of Rio Grande do Norte has a total of 17 relief patterns, which are inserted in the various morphoclimatic domains referred to and represented in the State of Rio Grande do Norte Relief Pattern Map and served as a base for the state geodiversity map (Figure 9). Individual relief information was obtained based on an analysis of SRTM images (Shuttle Radar Topography Mission), with a resolution of 90 m, and GeoCover images, where the relief units are interpreted according to texture analysis and image roughness.

 

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Figure 8: Geomorphological domains of Rio Grande do Norte state.

 

 

Figure 9: Relief patterns of Rio Grande do Norte state.

 

Degraded, flattened surfaces (R3a2) have formed a set of flat and gently undulating landforms resulting from generalized weathering processes on various types of lithologies. These vast flattened surfaces are dotted with inselbergs (R3b), which appear in the landscape as isolated hills, rising in many cases hundreds of metres above the regional surface floor.

 

At the northwest boundary of the state are a set of isolated mountain massifs (R4c) with elevations above 300 metres from the adjacent flattened surface. In the eastern region of the state, that borders with the state of Paraíba, there is a set of hills and low mountains (R4b) with gaps below 300 metres which together with the plateau morphology (R2b3) (Figure 10), located more to the north, form part of the northern rim of the Borborema Plateau representing remnant landforms (Figure 10 and Figure 11) of that plateau.

 

In contact with the plateau landform is the imposing escarpment of the Serra de Santana, which represents a transition landform between different surfaces raised to different elevation levels, with an unevenness of approximately 400 metres, and deposition

 

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of colluvial ramps and deposits with talus at the base of the escarpment (R4d). Serra de Santana consists of a plateau (R2c) (Figure 12) representing a fragment of a past summit surface capped by Neogene sandstones of the Serra do Martins Formation, with elevations reaching 750 metres in altitude.

 

At the northeast Rio Grande do Norte state are a set of dissected hills (R4a2) (Figure 13) with convex-concave slopes and sharp tops varying in height from 30 to 80 metres located on the threshold of the plateau domain. On the regional floor there are some boulder fields, indicating a predominance of physical weathering.

 

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Figure 10: Domain of ridges and low hills, Gargalheiras dam (Acari/RN).

 

 

Figure 11: Residual landform of Acari pluton detached from flattened surface (Border of BR-227: Currais Novos/RN).

 

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Figure 12: North edge of Borborema Plateau (representing remaining residual landforms (municipality of Currais Novos/RN).

 

 

Figure 13: Erosive escarpment of Serra de Santana; flat top of the Plateau (Currais Novos Municipality/ RN is observed).

 

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Figure 14: Domain of dissected hills with boulders field indicating predominance of physical weathering (Municipality of Cerro Corá / RN).

 

4.3.1.1Borborema Plateau

 

The Planalto da Borborema (Borborema Plateau) (IBGE, 1995), is in the eastern portion of northeast of Brazil, occupying an extensive area that covers part of the states of Alagoas, Pernambuco, Paraíba, and Rio Grande. It is a relief of degradation in a Precambrian crystalline massif, general direction north-northeast–south-southwest, with vast plateau surfaces (R2b3) raised in elevations that vary between 450 and 1,000 m of altitude, clearly visible in relation to the surrounding areas (MORAES NETO and ALKMIN, 2001).

 

Situated in the state of Rio Grande do Norte, the Borborema Plateau along its northern edge, where relief ranges from 300 to 700 m, consists of an area quite dissected by erosive processes. This plateau morphology comprises a diverse set of relief patterns composed of hills and mountains of lower elevations (R4b), small crests and sparse plateau surfaces (R2b3) with plateaus (R2c) covered by Cenozoic covers, delimited by erosive short ridges (R4e) and mountain slopes (R4d), with some mountainous segments (R4c), representing residual reliefs remaining from the eroded highland. At the extreme north of the plateau area, interspersing the mountain domain, lies a set of hills dissected (R4a2) by the lowest relief of the area (Figure 15).

 

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Figure 15: Location of the Colinas Dissecadas and Morros Baixos Unit (R4a2) in the state of Rio Grande do Norte; (b) dissected hills in the municipality of Lages.

 

In the highlands, pedogenesis (formation of thick and well-drained soils, in general, with low to moderate susceptibility to erosion) processes predominates. Sporadic erosion occurrences are restricted to accelerated laminar or linear erosion processes (ravines and gullies).

 

The eastern slope of Borborema Plateau is drained by the Potengi, Salgado and Japi rivers towards the Zona da Mata, northeastern Brazil. This is a slightly wetter area located on the windward slope of the Borborema Plateau, in an of agreste (a geographical subregion of transition between the forest zone and the hinterland of the northeast characterized by the semi-arid climate and the vegetation of the Caatinga) with intensive subsistence agriculture.

 

Due to this orographic barrier, the easterly trade winds climb the eastern slope of Borborema Plateau, causing more rainfall, especially in winter. The western slope – or interior slope – is drained by the Piranhas-Açu River to the Sertaneja Depression in localities like Caico. This region is regionally known such as Seridó, an area of progressive desertification process due to the complete loss of the meager ground cover and irreversible exposure of the outcropping rock.

 

The semi-arid region located on the eastern slope of the Borborema Plateau, where the trade winds flow over the area without humidity, results in caatinga (semi-arid tropical vegetation, meaning white vegetation) (DANTAS et al., 2008). In the Borborema Plateau, Luvisols soils predominate, Chromic, Eutrophic Litholic Neosols and Argisols Eutrophic red yellows.

 

In this region of the Borborema Plateau are the cities of Currais Novos, Campo Redondo, Cerro Corá and Jaçanã. The regional economy is predominantly agriculture, arable farming and animal husbandry, and the mining of the scheelite in the municipality of Currais Novos, an important economic activity that in the area since 1940. The production of scheelite concentrate comes from mines and garimpos (artisanal mining) that occur mainly in metamorphic rocks within the Seridó Group.

 

4.3.2HYDROGRAPHY

 

The Borborema Project area is part of the Piranhas-Açu River basin, which covers a territory of 42,900 km² distributed between the states of Paraíba and Rio Grande do Norte, with an approximate population of 1,552,000.

 

The basin has a semi-arid climate with average rainfall ranging from 400 to 800 mm annually, concentrated between February and May. Rain occurs in a few months of the year combined with the region’s geomorphology, characterized by shallow soils formed on a crystalline substrate with low storage capacity, is responsible for the intermittent character of the region’s rivers. In addition, the rainfall pattern tends to present strong interannual variability, causing alternation between years of regular rainfall and years

 

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of severe water scarcity, leading to the occurrence of water droughts. However, evapotranspiration rates are quite high and can reach over 2,000 mm / year, which causes a significant water deficit and is a key factor to be considered in the operation of reservoirs in the region.

 

The Piranhas-Açu River rises from the Serra de Piancó in the state of Paraíba and flows near the city of Macau in Rio Grande do Norte. Like most of the north-eastern semi-arid rivers, except for the São Francisco and Parnaíba rivers, the Piranhas-Açu River is an intermittent river under natural conditions. The continuity of its flow is ensured by two regularisation reservoirs built by DNOCS: Firstly, Coremas - Mãe d’Água in Paraíba, with a capacity of 1,360 billion m³ and a regularised flow of 9.5 m³/s and dam; and secondly, Armando Ribeiro Gonçalves (ARG), in Rio Grande do Norte, with 2.400 billion m³ and regularised flow of 17.8m³/s (Q 90%).

 

Throughout the water system formed by the river channel and its reservoirs called the Sistema Curema-Açu, various uses have been developed such as diffuse irrigation, irrigation in public perimeters, human water supply, animal desensitization, leisure, energy production, and aquaculture.

 

The Cristalina geological formation comprises the bedrock for most of the basin, formed by impermeable rocks with low water storage capacity and often of low water quality. The sedimentary formations, with higher porosity and, therefore, greater water storage capacity, are present only in two locations of the basin: a smaller area in the Peixe river sub-basin near Souza-PB; and a second location where the bedrock is the Jandaíra Formation, covering the Lower Açu region.

 

Another important source of groundwater is alluvial aquifers, which in most cases provide good quality water for human, animal, and irrigation supplies.

 

The Piranhas-Açu Basin covers, in full or in part, 147 municipalities, 102 in Paraíba and 45 in Rio Grande do Norte. These municipalities have a population of approximately 1,280,000, 67% in Paraíba. The average rate of urbanisation in the Basin is around 66% with most municipalities (75%) having less than 10,000 inhabitants. The largest city in the Basin is Patos (population 88,000). Other important cities are Sousa, Cajazeiras, and Pombal in Paraíba, and Caicó, Assu, and Currais Novos in Rio Grande do Norte.

 

In the Piranhas-Açu River Basin, including the reservoirs Curemas-Mãe d’água and Armando Ribeiro Gonçalves, are 46 reservoirs (dams) considered strategic because of a combined storage capacity of over 10 million m³. This water capacity is required to enable the reservoir to cope with periods of drought, permitting adequate water supply between rainy periods.

 

The Seridó Oriental region is bordered by the Piranhas - Açu River Basin, which occupies a surface area of 17,498.5 km², corresponding to about 32.8% of the land mass the state of Rio Grande do Norte, and covers 33 municipalities comprising the entire central mesoregion and part of the Agreste region. The Basin’s head waters are at Serra do Bongá, Paraíba, enter the Rio Grande do Norte through the municipality of Jardim de Piranhas, and flow into the Atlantic Ocean near the city of Macau (GRUBEN and LOPES, 2001). In the Seridó Oriental, part of the Piranhas-Açu Basin, is the Seridó River sub-basin which covers the entire area studied. The Seridó River sub-basin’s main tributaries include: Acauã River, Carnauba, São José, Barra Nova, Cobras River and Sabugi.

 

According to Guerra and Cunha (2003), a drainage system is characterized by the formation of slopes, tops, valley bottoms, canals, and bodies of groundwater, amongst others. These characteristics interconnect to form a surface that drains water, sediment, and materials into the river channel. Thus, the Piranhas-Açu basin can be characterized in two different ways – drainage in the Planalto and Depression areas. In the Borborema Plateau, the Basin has a radial drainage that flows from a topographically high point, meaning that most of the rivers of the Seridó Oriental have their headwaters at the edge of the plateau. In the depression area, rivers have a dendritic drainage pattern, noticeable in maps, with a tree-root appearance.

 

These rivers are very rectilinear, denoting a structure markedly controlled by the contours of the Plateau (Figure 16).

 

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Figure 16: Seridó Oriental hydrography (Fonte: BEZERRA JR. 2008).

 

Due to the crystalline formation of the Seridó soil, the Basin has low subsurface water potential and has a fragile system, emphasizing the importance of avoiding the removal of vegetation cover on river slopes, as the soil can erode and silt the Basin water. Other natural factors contributing to the low water potential, besides the soil, is the semi-arid climate with its high hour/day insolation rate. Thus, the water deficit is estimated at 2,022 l/s for 2010, but 90% of this deficit comes from the Seridó River sub-basin (Gruben and Lopes, op. cit).

 

These elements explain how the basin is mostly formed by temporary rivers. The natural characteristics of the Seridó Basin means that the natural water supply is unable to meet the needs of the entire population. For this reason, the seridoense hydrography is marked by reservoirs, such as those in Cruzeta (located in the municipality of Cruzeta) that store 35,000,000 m³ of water. The São José Creek Dam, Cruzeta, supplies rural and urban communities in the region for irrigated agriculture and small crops located downstream, close to the river.

 

These reservoirs include:

 

·Zangarelhas in Jardim do Seridó, capable of storing 7,916.00 m³ of water and damming the Rio da Cobra, thus supplying local communities, ebb crops, fish farms and diffuse irrigation.

 

·Parelhas Cauldron in Parelhas, which stores 10,195,600 m³ of water.

 

·Riacho dos Quintos’s dam, supplying Santana do Seridó and serving for ebb cultivation and fish farming.

 

·Boqueirao de Parelhas, also in Parelhas, with a capacity of 85,012,750 m³ of water, helps to perpetuate the course of the Seridó River, supplying Parelhas and other communities and is useful for fish farming, agriculture, and leisure.

 

Water bodies in the study area include several small dams identified in the Project area of influence, most of these are located near rural communities, and two are in the direct Project area of influence near the old pit area. These are the Onça Dam and São Francisco Dam. The main uses of water are artisanal fishing and animal desedentation.

 

4.3.3VEGETATION

 

In the Project region, the Hyperxerophilous Caatinga predominates - drier vegetation, with abundance of cactaceans, and smaller and scattered plants; and the Seridó Subdesertic Caatinga - the driest vegetation in the state, with bushes and low trees, thinning and more severe xerophytism.

 

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The main ecosystem of the city is the Caatinga do Seridó, which is in transition between the countryside and Caatinga Arbórea, with medium and low trees, and an abundance of cacti and bare patches. The Subcaducifolia Forest is still present in the region, in the Serra de Santana region.

 

In these types of vegetation (Caatinga), the most common species are: pereiro, faveleiro, facheiro, macambira, mandacaru, xique-xique and black jurema.

 

The National Plan to Combat Desertification (PNCD) in Brazil defines desertification as land degradation in arid, semi-arid and sub-humid zones, resulting from diverse factors like climate variations and human activities. Currais Novos’ susceptibility to desertification has been categorised by the PNCD of Brazil as serious.

 

4.4LOCAL RESOURCES AND INFRASTRUCTURE

 

The Project is located approximately 26 km east of the regional centre of Currais Novos, a town with a population of approximately 45,000. The regional town of Campo Redondo lies a similar distance east of the Project along highway BR-226 and is much smaller than Currais Novos. Several small communities and villages are found closer to the Project site but often comprise only a few houses and families. The more significant of these communities include Maxixe, São Luiz, São Sebastião, Santa Rita, Santo André and Pedra Branca.

 

None of these communities, however, lie close enough to the Project to be impacted to any significant extent and instead should benefit from the future employment possibilities and improvements in infrastructure.

 

The Quilombola community of Negros do Riacho lies approximately 10 km east of the Project. Quilombolas are small communities originally settled by escaped slaves during the 19th Century. Today these communities are recognised as traditional communities and as such protected by Brazilian law.

 

Twin high-tension power lines (230 kV) cross the Project area in its northern section. Low-tension power lines also reach the Project area and provide power to all existing buildings and offices. Several buildings on the property date back to the previous project owners. Many are now run-down and beyond use. However, three main buildings close to the entrance to the Project remain in excellent condition. These buildings are currently being used by the Company for offices, mess facilities, sampling areas and storage. All buildings are complete with earthed power supplies, running water and bathroom facilities. Another large building has since been constructed by the Company for storing the drill core and samples from the extensive drilling programs (104,500 m) that have been completed.

 

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5HISTORY

 

5.1Prior Ownership and Exploration Development

 

The history of the Borborema Project prior to 1979 is unclear. The earliest reference to mining appears in the government records from the 1940s when prospectors (“garimpeiros”) discovered gold (Au) in the area; an estimated 150,000 ounces of gold are reported to have been recovered over the subsequent 50 years.

 

In 1979, the company Itaperiba Mármores e Granitos LTDA (“Itaperiba”) acquired the principal tenement of the Project (number 805049/1977), and completed mapping, sampling, trenching and drilling programs.

 

In 1984, Mineração Xapetuba LTDA acquired the Project from Itaperiba and through further sampling, trenching, mapping and drilling finalized the exploration of the principal tenement and two other neighbouring tenements comprising the Project (840149/1980 and 840152/1980). After approval by the National Mining Agency (ANM) of the positive exploration reports, Xapetuba commenced open-pit mining to extract the precious metal via heap leaching, the first time this process had been attempted in Brazil. It is reported that approximately 100,000 ounces of gold were recovered up to 1991, when Xapetuba requested a suspension of the mining licence from the ANM quoting poor recoveries and low gold prices as the reasons.

 

In 1991, the company METASA (Metais Seridó LTDA.) acquired the three tenements comprising the Project from Xapetuba. From 1991 until 1994, METASA re-processed the existing heap-leach piles using a simple gravity circuit. It is not stated in the DNPM (now ANM) records how much gold was recovered during this period.

 

In 1994, the company Mineração Santa Elina Indústria e Comercio S.A. acquired the mineral rights from METASA and reviewed all existing data. However, after undertaking a diamond-drilling programme it returned the mineral rights to METASA in 1997.

 

In 1998, MGP (Mineração e Agropecuária LTDA.) acquired the project, installed a simple gravity circuit, and began treating the existing heap-leach piles, processing at a rate of approximately 15 t/hr. Whilst under MGP ownership; Caraíba Metais LTDA (“Caraíba”) negotiated an option to buy the project in 2007. Caraíba completed a significant diamond drilling programme and resource estimate update but decided not to exercise their purchase option.

 

In 2009, Crusader Resources Limited (“Crusader”) negotiated a similar purchase option with MGP. After careful evaluation of the Project data and some significant fieldwork, in August 2010 Crusader exercised their option and acquired the Project together with the São Francisco farm upon which most of the Project is located.

 

In October 2011, Conestoga, Rovers and Associates (“CRA”) in Belo Horizonte was retained by Crusader to prepare a bankable feasibility study (“BFS”) for the Borborema Project. During this time CRA’s mining division was acquired by Tetra Tech Inc. who assumed the role of principal consultant for the study. Tetra Tech produced a Feasibility Study in 2013, the Tetra Tech Brazil’s Feasibility Study of 2013 that was based on a process plant throughput of 4.2 Mtpy. However, the Feasibility Study (“FS”) showed unsatisfactory financial returns and Crusader subsequently continued to optimise the Borborema development at a 2 Mtpy, completing several technical studies based on this scenario.

 

Further studies were commissioned in 2018 (TTP and Ausenco), based on a revised process plant throughput of 2 Mtpy. These studies were extrapolated from the completed BFS and presented a low level of engineering definition and cost accuracy (30% - 40%) with the expressed intent of attaining an order of magnitude capital estimate, revised economics, and environmental approval.

 

In mid-2019, Crusader Resources was delisted from the ASX and following corporate restructure, downsizing, and divestment of non-core assets, and relisted as Big River Gold Limited (ASX: BRV) (“Big River”). With a renewed focus on its core asset, the Borborema Gold Project, the company commissioned Perth, Australia, based Wave International to produce an “enhanced” Definition Phase Study.

 

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In November 2019, Big River published a definitive feasibility study (“DFS”) for the Borborema Project showing that the Project may be economically developed to mine 20Mt of gold ore reserves recovering an average of 72,564 oz of gold per year for 10 years. The average grade is estimated to be 1.2 g/t Au.

 

The operation was estimated to produce 2 Mtpy of ore with a cash cost of US$23.36 per tonne, the Internal Rate of Return on the of 41.8% and US$642 per ounce production cost. The Project NPV was at 8% discount rate equal to US$203M. The total capital cost estimated to be US$99.3M.

 

In July 2020, CPC Project Design (CPC) was commissioned by Big River to develop the design and estimate the cost differences brought about by recent post DFS design changes. The updated capital costs were estimated to be approximately US$101M.

 

In late 2021 and early 2022, Big River drilled 13 additional holes in the Project to prove down dip extension of the mineralized ore body. Big River announced the results of drilling in July 2022 and indicated that all holes intercepted elevated grades in projected zones of mineralization at 100 m down dip to the known mineralisation and along 1.2 km of strike.

 

In April 2022, Aura announced the acquisition of Big River Gold. The Transaction was closed in September 2022. Aura now owns 100% of the new Company after acquiring the remaining 20% from Dundee Resources Limited.

 

5.2Past Production

 

There is no past production in the Borborema project.

 

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6GEOLOGICAL SETTING AND MINERALIZATION

 

6.1REGIONAL GEOLOGY

 

The Project, located in the Borborema Province, sits within the domain of the Seridó Fold Belt in north-eastern Brazil (Figure 17).

 

The regional basement is comprised of Archaean and Paleoproterozoic gneisses and migmatites unconformably overlain by a sequence of supra-crustal rocks of Neoproterozoic age belonging to the Seridó Group. The basal unit of this group is the Jucurutu Formation, comprised of gneisses, amphibolites, marbles, and calc-silicate rocks. The middle unit is the Equador Formation of quartzites and meta-conglomerates, whilst the upper unit, the Seridó Formation, consists of mica- schists and phyllites. During the Brasiliano Orogeny, the basement and sequence of super crustal rocks were intruded by granitic, granodioritic, and locally gabbroic and tonalitic stocks, sills and dykes.

 

During the Neoproterozoic the region underwent a complex tectonic evolution involving thrusting (D2) and transcurrent shearing (D3), as indicated by the presence of both low-and high-angle structures (the S2 and S3 foliations, respectively). During this deformation period the metamorphic conditions varied from greenschist facies in the western portion of the belt to upper amphibolite facies in the east, with some local contact metamorphism (localised granulite facies) and anatexis (partial melting) (Crusader Resources PFS 2011). A series of quartz vein-hosted or vein-related gold (Au) deposits occur within the Seridó Belt, concentrated along the eastern margin of the Seridó Group, in addition to several tungsten skarn-style deposits that are often associated with varying degrees of bismuth, copper, and gold mineralisation. The Borborema Project deposit is the largest known gold occurrence in the region.

 

 

Figure 17: Regional geological setting (after Brito Neves et al., 2000).

 

Notes for Figure 17: Major domains and terranes: CE ¼ Ceará Domain (Or: 1.8 Ga Orós fold belt); DZT: Domínio da Zona transversal; MCD: Médio Coreaú Domain; PEAL: Pernambuco-Alagoas Domain; RGND : Rio Grande do Norte domain (SFB: Seridó fold belt);

 

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SJC: São José do Campestre Archean nucleus); RPD: Riacho do Pontal domain; SD: Sergipano domain (C: Caninde complex; E: Estancia subdomain; M: Macurure subdomain; MPR: Maranco- Poco Redondo sub domain; VB: Vaza Barris sub domain); SFC: São Francisco Craton; SLC: São Luiz Craton. Zona Transversal subdivisions are: AMT: Alto Moxoto terrane; APT: Alto Pajeú terrane; CV: Cariris Velhos orogenic belt; PABT: Piancó-Alto Brígida terrane; RCT: Rio Capibaribe terrane; SJCT: SJC: São José do Caiano terrane; ZTTTN: Zona Tectônica Teixeira-Terra Nova. Faults and shear zones: PAsz: Patos shear zone; PEsz: Pernambuco shear zone; SMAsz: São Miguel do Aleixo shear zone. Cities and towns: Fo: Fortaleza; JP: João Pessoa; Na: Natal; Re: Recife; Sa: Salvador

 

6.2PROPERTY GEOLOGY

 

The Borborema Project area is situated in the top of the Seridó Group stratigraphy (the Seridó Formation) within a sequence of banded arkosic metapelitic schists, subjected to upper-amphibolite facies regional metamorphism (Baars, et. al., 2011). Mineral assemblages are dominated by plagioclase, K-feldspar and quartz, with subordinate biotite, garnet, sillimanite, cordierite, muscovite and andalusite.

 

 

This assemblage is indicative of high temperature (650-700°C) and relatively low pressure (3-4 kb) conditions. The sequence comprises alternating pelitic (cordierite-sillimanite) and more psammitic (garnet-sillimanite) units (Stewart, 2011). Quartzo-feldspathic bands resulting from partial melts both crosscut and parallel the schistosity, dominantly in the more pelitic cordierite schists. Widespread retrograde sericite overprints the prograde mineral assemblage. The schists are intruded by Brasiliano-age pegmatite bodies.

 

6.2.1DEPOSIT LITHOLOGY AND STRATIGRAPHY

 

The sequence of rocks at the map scale has been subdivided into several packages broadly correlating to protolith characteristics and metamorphic mineral assemblages (Stewart, 2011). Each of the following rock packages exhibits variable interlayering, generally observed on the metre-scale. The lithological units occurring in the greatest abundance in any given area of the property have been used to map out the sequences. Figure 7-2 shows the geology map of the Project as produced by PGN Geoscience (Stewart, June: 2011).

 

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6.2.1.1Biotite Schist

 

In the quartz-feldspathic-biotite +/- sillimanite-garnet schist, biotite schist is the most abundant mapped lithological unit within the Project area and contains a varying proportion of biotite. Accessory minerals include sillimanite and garnet. This unit is generally fine to medium-grained and contains a well-preserved, early gneissic fabric (S1), sub parallel to the lithological layering. Lithological layering within this unit comprises differentiated millimetre to centimetre-scale, biotite-rich and granular quartz-feldspar-rich bands that often resembles rhythmic layering within a laminated sedimentary rock. Based on its outcrop character and lithology, this unit could be described as psammopelitic, which suggests it may have a sandy siltstone protolith (Figure 18 and Figure 19).

 

 

Figure 18: Borborema deposit geology map (after Stewart, 2011).

 

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Figure 19: (a) Well-developed gneissic fabric in Quartzofeldspathic-rich biotite schist. Note the PGB partial melt that is oblique to S1. (b) Folded biotite schist with a strong muscovite overprint (Stewart, 2011).

 

6.2.1.2Cordierite Schist

 

In the quartz-feldspathic-biotite +/- cordierite-sillimanite-garnet schist, cordierite schist is the second most abundant lithology mapped in the Project area (Figure 18).

 

This map unit generally comprises metre-scale packages of interbedded cordierite-rich quartz-feldspathic-biotite schist and more psammitic quartzo-feldspathic-biotite schist. Cordierite-rich horizons are generally very coarse grained and defined by 20-100 mm diameter cordierite porphyroblasts, constituting up to ~50% of the rock mass within some horizons. Cordierite is variably altered to fine-grained muscovite and commonly weathered to an iron-rich clay mineral. The proportion of sillimanite within this unit increases towards D2 high-strain zones.

 

Two types of cordierite have been observed:

 

3.Large oblate to prolate porphyroblasts that overgrow S1, either late in D1, after development of the gneissic foliation, or during M2 (Figure 20);

 

4.Asymmetric porphyroblasts that clearly overgrow and rotate the S1 fabric (Figure 21). These cordierites are associated with concentrated feldspar and biotite. They also show characteristics of partial melt development (cordierite growth within M2 mineral assemblage with partial melt), correlated structurally to sites of extensional shearing and foliation boudinage. These cordierite porphyroblasts commonly develop north-northwest–south-southeast trending long axes and sigma-type geometries within D2 shear zones.

 

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Figure 20: (a) Porphyroblast-rich horizon (S0) within cordierite schist package. Cordierite is strongly altered at this locality. (b) Massive cordierite-schist (Stewart 2011).

 

 

Figure 21: Photograph and sketch of altered cordierite porphyroblast with internal S1 fabric. S1 shows clockwise rotation and cordierite strain shadow is indicative of dextral shear and suggests syn-shear mineral growth during the development of D2 shears. S3 crenulations overprint the asymmetric S1 fabric (Stewart, 2011).

 

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6.2.1.3STAUROLITE Schist

 

In the quartz-feldspathic-biotite +/- staurolite-garnet schist, this metamorphic mineral has possibly been misidentified in the field and likely constitutes D2 cordierite-potassium feldspar-biotite partial melt, which occurs within D2 high strain zones (Figure 22). Interpreted staurolite schist horizons are in the northwest of the mapped area (Figure 18), within the Project property, and identified at the southwest end of the main open-cut pit within the Borborema Shear Zone. The occurrence of this unit, which can be correlated with high-grade D2 shearing, corresponds to a tectonostratigraphic horizon that can be used as a marker and may control the distribution of mineralisation.

 

 

Figure 22: Cordierite-rich partial-melt infilling asymmetric boudinage dilatational site within mylonitic biotite schist (typical of zone mapped as Staurolite Schist). Boudinage geometry is antithetic (sinistral) with respect to D2 dextral shearing. Note the strong muscovite alteration (Stewart, 2011).

 

6.2.1.4Andalusite Schist

 

In the quartz-feldspathic-biotite +/- cordierite-andalusite-garnet schist the andalusite schists comprise a very small proportion of the mapped rocks in the Project area. These andalusite schists usually occur as thin centimetre- to metre-scale psammopelitic horizons within biotite schists and are mostly found within areas associated with high grade D2 shear zones (Figure 23. The andalusite porphyroblasts are generally 2-8 mm in diameter and are mostly replaced by mats of milky white, fine-grained sillimanite (fibrolite).

 

6.2.1.5Quartz-Staurolite Schist

 

Thin (<500 mm width) horizons of what appear to be felsic igneous rocks have been observed in two places within the Project area. Closer inspection reveals the presence of rare garnets and abundant millimetre-scale, randomly oriented, dark greenish-grey staurolite porphyroblasts that overgrow a quartzo-feldspathic S1 gneissic fabric, most likely associated with M2 peak metamorphism.

 

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Figure 23: (a) Coarse andalusite porphyroblasts in folded andalusite schist horizon. (b) Well-differentiated quartzofeldspathic-biotite S1 fabric within andalusite schist and biotite schist (Stewart 2011).

 

6.2.1.6Granitic Orthogneiss (PGB Lozenges)

 

Small lenses, lozenges and boudins of plagioclase-quartz-biotite+/-garnet (possibly after amphibole) are common throughout the mapped area and have mineralogy consistent with a dioritic protolith. The millimetre-to centimetre-scale clots of biotite may be pseudo-morphing hornblende. PGB lozenges are most hosted within more psammitic rocks with a higher quartzo-feldspathic component than adjacent schists. PGB lozenges are associated with increased proportions of garnet with higher concentrations at their margins. Garnets occurrence shows some correlation with the location of folded and boudinaged D1 quartzo-feldspathic leucosomes, suggesting its relationship between their respective productions.

 

6.2.1.7Mylonite

 

Mylonite has been interpreted by other workers (e.g., Araujo et al., 2002) as a widespread lithological association within the mapped area. Mylonite is interpreted in the mapped area where there is an association between intense foliation developments, shear-sense indicators such as rotated porphyroblasts, and development of quartz ribbon textures indicative of intense recrystallization. The abundance of true mylonite is less than previously suggested as much of the apparently mylonitic rock is lacking kinematic or shear sense indicators that would suggest shear zone development. Rather it is interpreted here that much of the previously interpreted mylonite is indicative of a more psammopelitic biotite schist, which is well-banded at the millimetre- to centimetre-scale, indicative of the S1 gneissic fabric (Figure 24).

 

Mylonites occur frequently and are generally associated with northeast–southwest oriented S2 foliations offset by D3 faults and reoriented into a more north-northeast–south-southwest trend within the Sao Francisco Shear Zone. However, mylonites do occur and are associated with high grade D2 shearing, the kinematics of which is described below. Also, some D3 faults exhibit narrow, centimetre-scale zones of mylonite development. This deformation is related to attenuation of the F3 long limb during folding.

 

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Figure 24: (a) Quartz ribbons in mylonitic biotite schist folded by F3 with axial planar S3 biotite. (b) D2 mylonite in cordierite schist with dextral syn-shear cordierite porphyroclast and layer of boudinaged cordierite (Stewart, 2011).

 

6.2.1.8Pegmatite

 

Pegmatite dykes are common across the Project area and appear to be focused into two northwest trending belts that cross the mapped area (Figure 26). Pegmatites are generally 1-5 m wide with strike lengths of several hundred metres or more. Pegmatites primarily comprise quartz-potassium feldspar-plagioclase-muscovite, however, some also contain a tourmaline component that appears to have grown parallel to S3 (Figure 25). Tourmaline growth is axial planar to gentle-to-open F3 folds and commonly parallel to a centimetre-spaced muscovite-filled fracture cleavage. Axial planar muscovite alteration is particularly strong where pegmatite dykes crosscut biotite schist; the dykes are commonly accompanied by focused muscovite alteration within the schists along the dyke contacts. These pieces of evidence put pegmatite emplacement within a late-D3 position and indicate that M3 retrogression passed from the biotite field to the muscovite field at some stage during this deformation.

 

The mapped area comprises outcrop-scale, thinly alternating pelitic and psammitic layering that cluster into broadly psammitic packages (biotite schists) and pelitic packages (cordierite schists). This suggests that the protolith comprised of thinly alternating silt-rich and sand-rich layers is indicative of a relatively low-energy depositional environment or a distal sediment source. There may have been subtle stratigraphic relationships. If this was present in the sequence, high-grade metamorphism has obscured this within the Project area.

 

However, there may be a fundamental protolith contrast that has led to the partitioning of partial melt and vein-rich zones, features that are concentrated within and adjacent to D2 shear zones. This tectonostratigraphy may be crucial in future exploration and provides marker zones that can be used to assess the effect of D3 deformation and movement on the Sao Francisco Shear Zone and adjacent structures.

 

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Figure 25: (a) Pegmatite dykes cross-cutting biotite- and cordierite-schist. Note the S3 axial planar cleavage. (b) Tourmaline parallel to S3. (c) Gneissic fabric within quartz-staurolite schist. Staurolite porphyroblasts are dark-coloured sub-mm flecks. (Stewart, 2011).

 

6.2.2STRUCTURAL GEOLOGY AND DEFORMATION HISTORY

 

The Project consists of a garnet-biotite-schist package coarsely sub-dividable into alternating sequences of psammopelitic garnet-sillimanite schist and more pelitic cordierite-sillimanite schist. Localised horizons of andalusite-and staurolite-bearing schists occur proximal to high-grade shear zones approximately parallel to the stratigraphic layering and contain abundant partial melt products and early vein networks (Stewart, 2011).

 

The event and deformation framework are complex and is interpreted as follows:

 

D0 - Deposition of fine-grained, siltstone-dominated, sedimentary package with minor medium-grained (sandy siltstone) intercalations (turbiditic);

 

D1a - Thickening of the stratigraphic pile coincident with possible magmatism and high temperature, low-pressure metamorphism leading to the emplacement of a pervasive layer-parallel gneissic fabric;

 

D1b - Development of quartzofeldspathic dominated partial melt products oblique to the gneissic foliation and concentrated/confined to tectonostratigraphic horizons within the sedimentary package. These are generally found in more pelitic rocks such as the cordierite schists. Late M1 cordierite porphyroblasts overgrow the S1 foliation.

 

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D2a - The partitioning of high strain along rheological contrasts between partial melt-rich and partial melt poor/psammitic tectonostratigraphy, leading to mylonite development within the brittle-ductile transition zone. Progressive flattening and partitioned southerly-directed extensional shearing led to isoclinal folding of D1a partial melt products and boudinage of F2 fold limbs synchronous with top-to-south (clockwise in present orientation) rotation of cordierite porphyroclasts.

 

D2b - Increased fluid pressures during peak amphibolite facies metamorphism (M2) late in D2 promoted localized brittle deformation and rapid pressure drops. Low pressure sites occurred within north-northeast trending, east-southeast dipping brittle zones that cross-cut S1 and S2 as fault-vein networks. Within these zones auriferous quartz was deposited in two primary orientations: 1) parallel to the east-southeast trending fault zones; and 2) in a Riedel, west-northwest dipping position. The laterally propagating Riedel quartz veins situated themselves preferentially in more psammitic lithologies, particularly within the footwall of D2 mylonite zones.

 

D3 - Regional folding tilts the sequence and S1-2 fabrics shallowly to the southeast. This causes the cordierite porphyroclasts that were rotated during D2 to take on a dextral sense of movement, which is only an apparent sense within the Sao Francisco Shear Zone and is not representative of the D3 kinematics. East-southeast dipping, D2 quartz-veined faults are unrotated as they are in the extensional field with respect to the D3 stress orientation. The veined faults locally accommodate shallow reverse faulting or steep thrusting (~30-65° east-southeast) accompanied by project-wide northwest verging F3 asymmetric folds and development of a steeply east-southeast dipping axial planar biotite crenulation cleavage. Adjacent to some D3 faults, the stratigraphy becomes overturned and the F3 folds become southeast verging. The short-limb of these asymmetric fold structures represents the sites least- affected by D3 strain (generally within the footwall to D3 shear zones) and preserve crenulated, but un-sheared Riedel D2 Au-bearing quartz veins. Pegmatite dykes are emplaced within northwest–southeast oriented corridors synchronous with shortening and exhibit a variably developed S3 foliation. Biotite retrograde metamorphic reactions accompany D3.

 

D4 - The fracture orientation initiated during pegmatite emplacement develops into a prominent fault trend accompanied by ~east–west to ~southwest–northeast conjugate faults. A pervasive west-northwest– east-southeast oriented extensional dissolution and/or fracture cleavage develops. The orientation of S4 forms domains bound by major north-northeast-trending D3 faults indicating that these structures were still active. Muscovite alteration accommodates this deformation and is focused along fault zones.

 

The deformation history at Borborema as interpreted by Stewart is summarised in Figure 26.

 

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Figure 26: Interpreted deformation history at Borborema (Stewart: 2011).

 

6.2.3STRCTUCTUAL AND DEFORMATION COMPONENTS OF SAO FRANSISCO PIT

 

Figures 28 and 29 show the southwest face of the Sao Francisco Pit and the four distinctive structural and strongly deformed domains. These domains are as follows:

 

A shallow dipping, leucosome-rich hanging-wall zone with strong deformation features which is metamorphosed under amphibolite facies. The folding is tight and crenulations and S-C fabrics in shear zones are abundant. (Zone a Figure 27, Figure 28)

 

A mylonitic zone (retrograde zone) cut with faults (D2b) developed along the main Sao Francisco Shear Zone (D3)., This mylonite zone is stratigraphy overturned and thrusted, retrograde alteration is strong and dominant. The eastern margin of the retrograde shear zone is the strongly silicified and chloritic (shown in greenish color). Stewart (2011) reported folded layering within this zone that has the same overturned limb vergence as in the hanging wall. Both Stewart (2011) and Holcombe (2012) interpret the host for this high strain zone as being within the deformed hanging all. the retrograde shear seems to be a structure truncating the main ore shoots (Holcombe, 2012). (Zone b Figure 27, Figure 28)

 

A moderate to strong shearing zone with wavy shear fabric mainly developed within quartz-muscovite-biotite schist and developed on the footwall side of Sao Francisco Shear Zone. Crenulation cleavages are abundant, and dips are steeper than the

 

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shear zone. This zone is mainly barren and represents the main metamorphic event in lower amphibolite facies. (Zone c Figure 27, Figure 28)

 

A quartz-feldspathic footwall schist with meta-sedimentary origin and bedding. It can be labelled as footwall schist where layering and bedding clearly preserved. The ribbon-like (pressure solution) structures with accumulation of biotite and quartz-feldspar shows turbiditic origin of the host rocks. This zone is still strongly attenuated by D1-2 event. The host rocks were metamorphosed under lower amphibolite and upper greenschist facies. (Zone d Figure 27, Figure 28)

 

 

Figure 27: Photograph of the SW end of the Sao Francisco Pit. Major structures are evident and structural domains are separated into the following zones: (a) Shallowly SE-dipping D1 leucosome-rich hanging wall with strongly developed S1 fabric and increasing D3 fabric intensity towards the NW. F3 vergence to NW and steeply to SE approaching the shear zone; (b) D2 mylonite zone cut by SE-dipping primary D2b faults that are reworked by D3 Sao Francisco Shear Zone. Stratigraphy is locally overturned stratigraphy within the short limb of a major F3 fold. F3 vergence to SE; (c) ~NW-dipping hinge zone in the footwall of D2-3 shear zone containing abundant late-D2 Au-bearing quartz veins. Few D1

 

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leucosomes are present. The S1-2 fabric is strongly developed. F3 W-folds and local vergence changes from SE- to NW-verging; (d) bedding and foliation dip SE. F3 vergence to NW (Stewart, 2011).

 

 

Figure 28: Modified structural domains inside Sao Francisco Pit-Borborema Project (Holcombe, 2012).

 

Although the retrograde shear has associated lowermost amphibolite facies fabrics in its footwall, it also has a significant component of greenschist facies fabrics. That is, the entire retrograde shear system may have started evolving at lowermost amphibolite facies but has been exhumed during its development into greenschist facies.

 

The retrograde shear in the Sao Francisco Pit and local shears associated with the ore zone are dip-slip thrusts with no strike-slip components. The similar kinematics of both the shallow and the steeper zones suggest that they may be simply different parts of the same evolving D3 contraction. The faults are then kinematically coherent, the structure is commonly observed, and requires no rotation of crustal blocks (Holcombe,2012).

 

6.2.4MINERALIZATION AND ALTERATION

 

The Borborema deposit is located within a northeast–southwest trending structure which forms part of the northern segment of the Santa Mônica dextral shear zone (Araujo et. al, 2002). The shear zone displays a penetrative north-northeast-trending fabric, dipping southeast at around 40 degrees. In the Project area the principal mineralised shear zone, termed the Morro Pelado Shear, is around 30 metres thick.

 

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The mineralization is strongly controlled by regional structure with secondary structuring providing the preferred host for gold (Figure 29). In addition to the main mineralized zone, several thinner sub-parallel zones of increased gold mineralization (> 0.1 g/t Au) can be seen in drill core.

 

Genesis of the gold mineralizing event or events is poorly understood. Two distinct gold mineralization types are identified both by SRK and Aura Geologists in drill cores: 1) disseminated free gold, and 2) gold in association with sulphide mineralization represented by pyrrhotite, chalcopyrite, pyrite, sphalerite, and galena. Additionally, the sulphide mineralization was observed in the outer contact between chert boudins and schist along with or within schist foliation.

 

 

Figure 29: Map of Sao Francisco-Borborema mineralized trend (SRK, 2022).

 

The continuity of mineralization observed in select diamond drill core shows a highly discontinuous nature to both types of observed gold mineralization. Sulphide-hosted gold appears primarily along psammitic schist foliations and around the perimeter of quartz veins and boudins. The visual inspection of sulphide mineralization in core with correlated analytical results appears to indicate a relatively high concentration of Au in pyrrhotite such that a sub-cm scale zone of sulphide mineralization resulted in grades commonly exceeding 1 g/t Au (SRK, 2022). Sulphide mineralization throughout the main mineralized zone is sporadic in nature. For example, a 10 cm zone of sulphides hosted the entirety of the metal for the 1 m sampling interval while the remaining core appeared barren was noted (SRK, 2022).

 

The mineralised sequence has been subjected to a complex, multi-stage deformational history, with folded, sheared, dismembered and boudinage quartz and quartz-carbonate veins and veinlets commonly associated with the gold mineralisation. Recrystallised sulphides, both finely disseminated and locally forming centimetre-scale patches, dominated by pyrrhotite with lesser pyrite, chalcopyrite, sphalerite, and galena are common within the mineralised zones. Microscopic examination, however,

 

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does not appear to indicate a direct relationship between gold mineralisation and sulphide abundance. Magnetite closely associated with gold, post-dates the sulphides (Baars, 2011).

 

Stewart (2011) suggests that the gold mineralisation was emplaced at close to peak metamorphism adjacent to D2 shear zones, preferentially in the more psammitic units as shown in Figure 30.

 

Baars (2011) believes that the deformational event which accompanied gold mineralisation was an extensional event forming a linear dilatational feature. Limited analytical data for silver indicate overall a silver/gold ratio of approximately 2:1, although on an individual sample basis there appears to be little or no correlation between gold and silver values. Phillips (personal comm.) suggests that the base metal sulphide mineralisation event may be independent of the gold event; the lack of direct correlation between gold and silver also suggests deposition in separate events or pulses.

 

Holcombe (2012) concluded that the main host of mineralization developed along steeply dipping, retrograde reverse-sense shear that occurs within the Sao Francisco Pit. He concluded also that a second shallow-dipping structure was associated with mineralization that was separate and oblique to the main shear zone. The shallowly dipping mineralized system lies in a strongly attenuated, axial plane-parallel zone within the overturned limb of a large, inclined fold. The mineralization is locally sheared but the displacement between its hanging wall rocks, and its footwall rocks is not significant from a crustal point of view.

 

Mineralisation within the wide retrograde shear within the pit is dominantly within deformed veins. The mineralisation extracted from the eastern part of the main pit may have been from dissection of the pre-existing shallowly dipping mineralized zone that now forms the main mineralized orebody. Mineralisation within the remainder of the shear, within the pit, is likely from a separate source at depth.

 

 

Figure 30: Structural context for gold mineralisation (after Stewart, 2011).

 

Evidence of alteration of the host rock in association with gold mineralization is not well understood. The retrograde metamorphism in the Sao Francisco Pit has not examined for altered minerals and low-temperature mineral assemblage. There is no or little geochemical analysis was done to identify the mineralogical and chemical signatures of gold bearings host rocks. Further analysis on alteration chemistry and mineralogy needs to be done to better clarify the genesis of gold in the Borborema deposit.

 

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6.3DEPOSIT TYPES

 

The Borborema deposit, Borborema Project, is considered to be a classic orogenic-gold deposit type in a sheared and deformed Archaean to Proterozoic age greenstone belt sequence, that is comprised of metamorphosed volcanic-sedimentary rocks units intruded by slightly younger post-tectonic igneous bodies.

 

According to Goldfarb et al. (2005), the term orogenic gold deposit is used for a class of deposits formed during compressional to transgressional deformation processes at convergent plate margins in accretionary or collisional orogens. The single most consistent characteristic of this type of deposit is their association with deformed metamorphic terrains of all ages. Observations from preserved Archaean greenstone belts and most recently active Phanerozoic metamorphic belts throughout the world indicate a strong association of gold and greenschist-facies rocks, however, some significant deposits occur in higher metamorphic-grade terrains. Pre-metamorphic protoliths for the auriferous Archaean greenstone belts are predominantly volcano-plutonic terrains of oceanic back-arc basalt and felsic to mafic arc rocks; terrains dominated by clastic marine sedimentary rocks that metamorphosed to metagreywacke, slate, phyllite, and mica schist.

 

Studies carried out in the Borborema Project area (Phillips, 2011) concluded that the gold deposit is classified as a mesothermal orogenic-gold type in view of its key characteristics.

 

Orogenic gold deposits are among the most important sources of gold production in the world. The geology of the Borborema Project area and its gold occurrences are strikingly like many other gold-bearing schist belts throughout the world. Orogenic gold deposits collectively account for more than 20 percent of the world’s total gold production.

 

This class of mineralisation, orogenic gold, is normally controlled by first-order faults that act as conduits for the auriferous fluids; second-and third-order faults are sites of mineral deposition (Robert et al., 2005). Additional favourable areas with low or minimum mean stress zones include regional fault intersections, areas of regional uplift or anticlines, and zones of competency contrast, such as along granitoid margins (Robert, 1989; Vearncombe et al., 1989; Groves et al., 2000). In compressional regimes, reverse faults in these zones have the highest degree of disorientation and the highest levels of fluid overpressure, making them most susceptible to a high fluid flux and deposition of gold (Sibson et al., 1988).

 

The mineralisation generally classified as “mesothermal,” means it is thought to have formed under relatively high temperature at considerable depth in the earth’s crust by hydrothermal and/or metamorphic processes. The deposits of this type may have great vertical extents (down-plunge), commonly two kilometres or more. In many deposits, the gold occurs in fissure veins, veinlets, stockworks and altered wall rock.

 

Gold mineralisation at the Borborema Project, Borborema Province, occurs in a succession of (meta) pelitic and psammopelitic schists intruded by minor occurrences of pegmatite and granitic orthogneiss (Stewart: 2011). Rocks are metamorphosed in upper greenschist facies to amphibolite conditions (Araújo et al., 2002; Stewart, 2011).

 

The pit in the São Francisco Mine exposes a greenschist facies retrograde shear zone and above this shear zone, gold mineralisation occurs within an overturned limb of an F3 fold (Holcombe, 2012). The kinematics on this shear zone is consistent with thrusting (Stewart, 2011; Holcombe, 2012), but how exactly this structure continues at depth is an unresolved question. One possibility, suggested by Holcombe (2012), is that gold mineralisation is localized along a shallowly dipping system parallel to the axial plane of these folds.

 

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7EXPLORATION

 

7.1Exploration

 

7.1.1        HISTORICAL EXPLORATION

 

Several companies have completed various exploration programs on the Project and surrounding region. Between 1979 and 1983, Itaperiba Mármores e Granitos LTDA completed 13 trenches on the Borborema Project area, totalling 3,250 metres. The trenches were sampled and assayed by Geosol Laboratories for gold, silver and lead using OES-AA methods. A very primitive resource model was constructed based on the results. In 1984, Mineração Xapetuba continued the work of Itaperiba, completing 56 trenches across the project area, totalling 5,120 metres of trenching. Geochemical soil-samples and surface rock chip samples were also taken. Along with drilling results, the trench sampling results were used to update the resource. Xapetuba used this resource to mine in an open-cut operation that was Brazil’s first gold extraction project using heap-leaching methods.

 

In 1991, Metasa-Metais Seridó acquired the project from Xapetuba to re-process the existing heap-leach piles and did not complete any further exploration work. In 1991, the Brazilian and Japanese governments formed an accord to explore for gold in the northeast of Brazil, known as JICA. JICA completed a five-phase regional exploration programme across the Seridó Belt, which incorporates the area of the Project. The programme included regional mapping, geochemical soil-sampling, stream-sediment sampling and pan concentrates, and eventually some minor drilling.

 

From 1994 to 1997, Mineração Santa Elina Indústria e Comercio S/A completed detailed mapping of the Project area, re-opened and re-sampled the existing trenches, surveyed the topographical surface, re-logged and re-sampled the existing drill-holes, and completed their own drilling program. In 2007, Caraíba Metais LTDA held an exploration option over the Project with the then-owners MGP - Mineração e Agropecuaria LTDA.

 

Whilst a new drilling programme was the focus, Caraiba also re-mapped and re-sampled some of the existing data. In a more-regional sense, the CPRM - Brazil’s Geological Survey - completed several regional exploration programs across the Seridó Belt and Project area, including geological mapping (1:500,000), airborne geophysical radiometric and magnetic surveys, geochemical soil-sampling, and stream-sediment sampling and pan concentrates. None of the historic exploration data has been used by Crusader in the Project Mineral Resources estimation.

 

7.1.2EXPLORATION BY CRUSADER

 

In addition to drilling, brownfields exploration work by Crusader has concentrated on mapping and soil sampling within the deposit corridor covering approximately 4 kilometres of strike length. Mapping has been predominantly conducted by Australian-based consultants with extensive South American experience, assisted by site geologists and field technicians. Soil sampling has been performed using the Company’s site-based teams. The Company also commissioned a study of the public domain geophysical data which was integrated with both local and more regional (greenfields) mapping.

 

7.1.2.1MAPPING AND STRUCTURAL ANALYSIS

 

In 2011, PGN Geoscience was engaged by Big River Gold to provide a lithological and structural interpretation of the Project, and an ore genesis model for the gold occurrence. Mapping was conducted over 14 days in March and June 2011 and covered an area of around 5 km2, focussing on an approximate 4 km strike length of the Sao Francisco and Morro Pelado Shear Zones associated with known gold mineralisation at Borborema. The mapping included integration of detailed field observations at GPS localities and inferred/interpolated structure in areas of no outcrop, with minor aerial photograph interpretation.

 

In Stewart’s (2011) summary there appear to be numerous factors that influenced the tectonic evolution of the rocks within the Project area, each of which contributed to the existence and preservation of significant gold mineralisation:

 

·D0 decimetre-scale interlayering of pelitic and psammitic stratigraphy provides a heterogeneous primary rheology;

 

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·Heterogeneous rheology focuses D1 partial melting and leucosome production;

 

·D2 shear zones develop at the interface between D1 leucosome-rich and D1 leucosome-poor stratigraphy;

 

·Mylonite- and gneiss-dominated D2 shear zones provide unique rheology suited for fracturing and propagation of secondary D2b quartz veins from major east-southeast-dipping brittle conduits;

 

·Fold vergence and scale plays a critical role implicated in the preservation and geometry of mineralized ore zones.

 

Holcombe (2012) also stated the shallowly dipping ore system, defined by drilling, is dominantly a strongly folded, and locally sheared, zone located in the overturned limb of a large fold but parallel to the axial plane of the fold. It is not within a single unit but crossed by the folded stratigraphy. Passive biotite accumulation related to the degree of deformation (pressure solution) has produced an artificially simple view of the structure in the current cross-sections. Lithological packages of alternating biotite schist and garnet schist form a stack of units parallel to the main ore zone, which is hosted in biotite schist. Rather than being stratigraphic units, the biotite-rich zones are zones of strong folding and deformation parallel to the axial plane of the main fold. The ore body is one such deformation zone, possibly with more intense folding than the others.

 

Currently only the lower biotite schist host zone is routinely sampled for assaying. Given the similarity of the upper biotite schist to the mineralised zone, Holcombe suggested that the higher-level zones should also be sampled for assaying. The assaying procedure was modified on this recommendation, but only sporadic mineralisation was found. The shear zone within the pit has some very distinctive characteristics (coarse, curved flaser fabrics, and a chloritic component) that were not recognised in the few drill-holes examined by Holcombe (2012). Given that this shear zone does host mineralisation in the old pit, one priority should be to define its location at depth.

 

The most important conclusion of Holcombe’s (2012) work is the observation that the shallowly dipping ore zone at depth is separate from, and cut by, the slightly more steeply dipping, retrograde reverse-sense shear that occurs within the pit and which was the main host for the extracted mineralisation.

 

7.1.2.2GEOCHEMICAL SAMPLING

 

Geochemical soil sampling has been conducted by Big River Gold on the Borborema tenements since 2009. Initially, samples were taken approximately every 100 metres along lines spaced 1-2 km apart. The sample lines ran perpendicular to the regional shear zones and shear fabric, approximately northwest–southeast, forming a local grid that later became the Borborema Local Grid (“BLG”). The samples were taken from shallow pits 30-50 cm deep, intended to sample from the in-situ soil horizon B. The early samples were analysed on-site with a portable Niton XRF analyser, assayed semi-quantitatively for 32 elements.

 

Whilst gold was not included in the results, several key elements including Cu, As, Pb and Zn were perceived to have anomalous results consistent with the surface expression of the known gold mineralisation at Borborema. Hence, these anomalous soils results were used to map targets for follow-up work, in which case the sample spacing was reduced to better define the anomalies.

 

In April 2011, it was decided that all soil samples be assayed for gold and hence all existing samples, as well as all future samples, were sent to the ALS Brasil LTDA laboratory in Minas Gerais state for sample preparation and gold analyses by fire assay (with AA finish). To-date the entire three tenements of the Project have been covered by geochemical soil-sampling on a spacing of 50 metres by 50 metres or closer, except in the areas of previous workings in which the surface material was deemed to no longer be in situ.

 

The results have defined several broad anomalies along strike and parallel to the main Borborema deposit, the larger of which have been named Cobia, Remora and Northern Extension (Figure 31).

 

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Figure 31: Soil-sampling and resulting gold anomalies at Borborema Project.

 

7.1.2.3GEOPHYSICAL INTERPRETEATION

 

PGN Geoscience (2011) reviewed the public domain regional geophysical data. This data consisted of aeromagnetic and radiometric data collected on a 1,000 metre-spaced flight lines. The data was reprocessed and both structurally and lithologically modelled with the additional input of regional mapping traverses by Stewart to constrain the geophysical interpretation (Figure 33).

 

The magnetic response of the region appears to represent a combination of magnetic marker units within metamorphosed sedimentary successions and orthogneiss, as well as alteration along shear zones. Differentiation of stratigraphy and structure relied upon constraints from regional traverse mapping and offset of magnetic anomalies.

 

The interpretation indicates that the region can be divided into three general belts of rocks. The western part of the belt coincides with the Rio Grande do Norte domain of Van Schmus et al. (2011) and is dominated by a higher map abundance of orthogneiss and granitoid complexes within interleaved meta-sedimentary and calc-silicate rocks. This domain is less effected by fault repetitions related to D2 thrust development, but regional folds are more prevalent, possibly suggesting a difference in the mode in which crustal shortening occurred (Figure 32).

 

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Figure 32: Geophysical reinterpretation geophysical interpretation of the Rio Grande do Norte Domain and Seridó Fold Belt, showing distribution of major rock packages and the major structural elements (Stewart, 2011).

 

A central belt coincides with the Seridó Fold Belt (Van Schmus et al., 2011) and is characterised by interleaving belts of schist, volcanoclastic rocks, and minor conglomeratic belts, orthogneiss and calc-silicate packages. These packages are repeated by regional D2 folds and thrust repetitions to give complex rock distributions (Figure 33). The far eastern part of the belt is a repetition of the Rio Grande do Norte domain of Van Schmus et al., (2011), and is characterised by higher map abundance of granitoid complexes and orthogneiss and along their margins (Figure 32).

 

The geophysical interpretation suggests that the rocks hosting the Borborema gold deposit are hosted in a generally non-magnetic package of rocks (Borborema Schist) that trend in a north-northeast orientation. This package of rocks is part of a larger belt of rocks located on the eastern limb of a regional, shallowly east-dipping, inclined, regional antiformal fold, interpreted to have formed during regional D2 (Stewart, 2011).

 

Magnetic data has insufficient resolution to map out individual units and is only effect at mapping broad packages of rocks and as a result no early deformation associated with D1 has been mapped.

 

The eastern part of the interpreted map is dominated by northeast to north-northeast trending faults that are interpreted as regional thrusts and reverse faults that duplicate rock packages and juxtapose orthogneiss packages with the psammitic and pelitic rocks of the Seridó Schist and Borborema Schist. These faults are correlated with the D2b low angle shear zones and mylonites documented in and surrounding the Borborema Mine and surrounding area (Stewart, 2011). The distributions of these structures suggest that they formed in response to regional northwest-directed tectonic transport (Figure 33).

 

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Figure 33: Geophysical interpretation of the eastern Seridó Fold Belt in the region immediately surrounding the Borborema mine (Stewart, 2011).

 

Several regional folds are also interpreted from the geophysical data. Fold axial traces trend in a general northeast direction parallel with the regional D2b thrust, although they have been locally modified during later deformation episodes, most likely refolding during D3. The regional map pattern suggests that the central part of the interpreted area is characterised by a regional antiformal fold that is doubly plunging (Figure 33). The fold is dismembered by later D3 and D4 shear zones and faults, suggesting they formed during D2. The Borborema Schist Belt is located on the eastern limb of this D2 antiform.

 

The third phase of deformation is characterised by a series of wide shear zones identified during regional traverses and from offsets in geophysical data. These shear zones are steeply dipping and trend in a north to north-northeast orientation. Stewart (2011) interpreted these structures as a zone of flattening strain. Regional data suggest that there may be a component of dextral apparent offset, although both sinistral and dextral kinematics are locally identified in the geophysical data. Small faults that are parallel with these shear zones are also interpreted to belong to this generation. D3 shear zones dismember the Borborema Belt. D3 shear zones are more prevalent in the central part of the belt (Figure 36 and Figure 37) and have duplicated and dismembered major orthogneiss and Seridó Schist packages. D3 shear zones are not identified in the mine area.

 

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Figure 34: Distribution of major faults delineated by their generations. The thick grey package represents a zone of distributed D3 shear zones interpreted with the aid of regional traverses (Stewart, 2011).

 

 

Figure 35: Geophysical interpretation of the Rio Grande do Norte Domain and Seridó Fold Belt showing distribution of major D2 thrust faults, A high density of D2 thrusts occur north of the Borborema Fault and to the immediate north of the Patos Fault Zone. (Stewart, 2011).

 

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Figure 36: Geophysical interpretation of the Rio Grande do Norte Domain and Seridó Fold Belt showing distribution of major D3 faults (Stewart, 2011).

 

 

Figure 37: Geophysical interpretation of the Rio Grande do Norte Domain and Seridó Fold Belt showing distribution of major dextral D3b faults. These faults truncate D3 faults but are overprinted by D4 faults (Stewart, 2011).

 

Stewart (2011) reported several structural implications for mineralisation as summarised below:

 

The presence of D2 shear zones within the Borborema Project area appears to be a fundamental controlling factor on the localization of gold. The mapping demonstrates that there is potential for identifying these structures at the local scale, as these structures have been mapped at the regional scale (Araujo et al., 2004). Thus, if these shear zones can be correlated to a regional

 

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structural pattern; this will be a powerful tool for targeting further exploration, provided that high-resolution data can establish some contrast between the early shear zones and the surrounding schists.

 

Structures that appear at a local scale that are relevant to identifying D2 deformation in outcrop and drill holes include shallowly-dipping mylonite; shear-sense indicators within the shallowly-dipping fabric; apparent dextral shear sense related to the growth of high-grade metamorphic minerals such as cordierite; the localization of D1 leucosomes, which appeared to show a degree of conformity at the large scale with the position of D2 shearing.

 

Based on this observation three priority areas were identified by Stewart (2011) for further geophysical exploration (Figure 38):

 

Priority area 1: This area has all structural elements as it covers the mine and therefore it will be possible to constrain the magnetic response of the mine. This area also has a high density of D2 thrust faults and is located near the boundary between the Seridó Fold Belt and the Rio Grande do Norte Domain. Priority area 1 also has a significant component of interpreted Borberema Schist.

 

Priority area 2: Is located to the south of Priority area 1 and has many of the structural elements as Priority area 1. This area is also located near the boundary between the eastern Seridó Fold Belt and orthogneissic rocks and granitoid complexes of the Rio Grande do Norte Domain. The major issue is that this domain does not overlap with the deposit area and thus aeromagnetic characterisation of the mine will not be achieved. This domain also contains some interpreted Borborema Schist.

 

Priority area 3: This domain is located to the west of Priority area 1 and has several of the structural characteristics. It is located in the western Seridó Fold Belt and the orthogneissic rocks and granitoid complexes of the Rio Grande do Norte Domain. This area does not cover the deposit area and therefore aeromagnetic characterisation of the mine will not be achieved. This area also has Borborema Schist.

 

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Figure 38: Proposed areas for collection of new high-resolution magnetic data. (Stewart, 2011).

 

7.1.3EXPLORATION BY AURA MINERALS

 

7.1.3.1GEOPHYSICAL MODELING

 

At the request of Aura, a 3-D magnetic modeling over the Borborema Project was performed by Revo Geoscience (a consulting geophysical company from Belo Horizonte, Brazil) in November 2022. The modeling was done based on public aeromagnetic and radiometric surveys flown between 2007 and 2009 by Brazilian Geological Survey (CPRM).

 

The modeling areas selected by Aura are located within these surveys approximately 170 km away from Natal, Rio Grande do Norte State, Brazil. The areas are regional with a block scale of 100 x 100 km and a deposit scale with a block scale of 18 x 20 km (Figure 39).

 

The main goal of the modeling is quantifying the depths and geometries of the magnetics sources and support the interpretation of the regional structural framework.

 

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Figure 39: Total field aeromagnetic data showing the boundaries of the areas selected for 3-D inversion.

 

The inversion models are produced using MVI susceptibility solids or voxels in MVI-Si units for both regional and deposit scale blocks. MVI susceptibility at elevation slices at 0m, 40m, 200m, 400m, 600m, 1,000m, 2,000m, 3,000m, 4,000m, 5,000m, 7,500m and 10,000m in Geosoft and GeoTiff formats.

 

Iso-surfaces of the MVI susceptibility extracted from the 3-D voxel at 0.001SI, 0.003SI, 0.005SI, 0.007SI and 0.009SI. These are in 3-D DXF and Geosoft formats.

 

The results of this modeling are shown in Figure 40 and Figure 41 for regional and deposit scales, respectively.

 

The results of this modeling are preliminary. Aura intends to carry out drone-base and ground geophysical surveys over the target areas near the mine and on a regional scale. This will provide more comprehensive coverage to make more informed conclusions from previous geophysical surveys and generate some targets for drilling.

 

The initial geophysical anomalies and inversion models are encouraging for further investigation and exploration within the low mag anomalies area to find similar gold mineralization within altered and shear-hosted metamorphosed rocks.

 

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Figure 40: Magnetic inversion models in regional scale.

 

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Figure 41: Magnetic inversion models in deposit scale.

 

7.2DRILLING

 

Multiple phases of drilling have been completed by different companies broadly grouped as historical (Figure 42) (drilled prior to Crusader) and the more recently drilling programs managed by Crusader and Big River Gold.

 

7.2.1        HISTORICAL DRILLING

 

Historical drilling on the Borborema Gold Project has been completed in various campaigns since 1979 by several companies including Xapetuba, JICA, Santa Elina and Caraiba. Table 19 shows the statistics of these different drilling campaigns and Figure 42 shows the locations of these historical drill holes.

 

Table 19: Historical drilling statistics in Borborema Project.

 

  DIAMOND DRILLING REVERSE CIRCULATION TOTAL
Company Year Holes Metres Holes Metres Holes Metres
Xapetuba 1984 - 1990 13 264 198 4,545 211 4,809
JICA 1991 2 400     2 400
Santa Elina 1995 15 1,185     15 1,185
Caraiba 2007 75 10,528     75 10,528
Total   105 12,377 198 4,545 303 16,922

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Figure 42: Historic drill hole locations at Borborema Project.

 

The diamond drilling was completed by conventional and wireline techniques using HQ and NQ diameter core except for the JICA drilling which used AX diameter core. From these drilling campaigns, drill holes collars related to Itaperiba and JICA were not identified in the field by Crusader geologists. Therefore, these drill holes were not used in past and current Mineral Resource estimations. Xapetuba drill holes are mainly drilled in areas of historical production and the pit, therefore, most of the collars have been mined out. These drill holes, although located inside the historical pit and partially mined out, were drilled in close spacing and were used by SRK for the current, 2023 Mineral Resource Estimate.

 

Between August and November 1995, Santa Elina completed 15 diamond drill holes of HQ diameter totalling 1,185.26 metres. The core was logged, with half-core sampled for gold analyses by commercial labs using gravimetric (468 samples) and fire assay (626

 

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samples) methods. Previous Mineral Resource Estimates by Crusader (Big River) did not utilise these 15 drill-holes as their locations had not been verified in the field. However, 13 of the 15 collars were located by Crusader (Big River) and their positions surveyed with a DGPS unit to an accuracy of greater than 5cm. No down-hole surveys were used for the Santa Elina drill-holes but given that the drill-holes were all relatively shallow (majority < 100 metres deep) this is not a major issue. Since the quality of the Santa Elina data was consistent with industry-accepted standards, Crusader decided to use the data from these drill-holes in the July 2012 Mineral Resources Estimate for the Borborema Project. SRK also utilized these holes in the current, 2023 Mineral Resource estimation presented in this report.

 

In 2007, whilst exercising an exploration option over the Project, Caraiba completed a diamond drilling programme comprising 75 drill-holes totalling 10,528.47 metres, using HQ and NQ diameter drill core. The collars of these drill-holes were readily located in the field. The drill core is in core trays on the Project site. Down-hole surveys for the Caraiba diamond drill-holes at the Project were completed using a Reflex Easy-shot wellbore electronic single shot survey system and are to industry standards. The drill-holes were re-logged by the Crusader’s geologists and sampled as half-core. The samples were assayed by SGS Geosol Laboratórios LTDA using conventional fire assay methods. The data quality is consistent with industry accepted standards, and hence the Crusader has used the data from these 75 drill-holes in all of their historical Mineral Resource Estimates for the Project. SRK also utilized these holes in the current, 2023 Mineral Resource Estimation presented in this report.

 

7.2.2        CRUSDAER DRILLING

 

Crusader began drilling at the Project in August 2010, and drilled consistently until the end of 2012, having anywhere up to two RC drill-rigs and four diamond drill-rigs on-site at one time. In 2014, Crusader drilled 1,235m in 10 diamond drill holes for purpose of a metallurgical study.

 

Table 20 shows the statistics from Crusader and Big River drilling programmes for the Project. The drilling was completed in various stages which can be grouped into categories discussed below and summarized in Figure 43 and Table 21.

 

Table 20: Crusader and Big River Drilling Statistics, Borborema Project.

 

  Diamond Drilling Reverse Circulation Total
Company Year Holes Metres Holes Metres Holes Metres
Crusader 2010 - 2014 185 41,001 723 46,026 908 87,027
Big River 2021 - 2022 13 5,141     13 5,141
Total   198 46,142 723 46,026 921 92,168

 

Table 21: Crusader Drilling Detailed Statistics, Borborema Project

 

Drilling Program Diamond Drilling Reverse Circulation Auger Drilling Rotary Air Blast Total
Holes Metres Holes Metres Holes Meters Holes Meters Holes Meters
Resource 172 39,131 380 23,794         552 62,925
Condemnation     267 13,984         267 13,984
Exploration 1 253 76 8,248         77 8,501
Geotechnical 2 382             2 382
Metallurgical 10 1,235             10 1,235
Heap Leach Piles         48 250     48 250
Grade Control             98 238 98 238
Total 185 41,001 723 46,026 48 250 98 238 1,054 87,515

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Figure 43: The Crusader’s drilling at Borborema Project

 

Resource building drilling

 

Crusader has drilled a combination of RC and diamond drill-holes (DDH) which were the principal drill-holes used in the historical Mineral Resource estimation in 2013 and were used in the current Mineral Resource Estimate. The drill-holes were cased and the drill-hole sites suitably rehabilitated. Casing consists of PVC tubes inserted down to the end of the HQ collar, generally, only a few metres in depth.

 

Condemnation drilling

 

During 2011 and 2012, Crusader undertook a dedicated condemnation drilling programme to confirm a lack of mineralization, to sterilize the areas immediately around the Borborema deposit where permanent infrastructure, waste dumps and tailings storage facilities are planned. The programme comprised vertical RC drill-holes, generally 50 metres deep, with a drill-hole spacing of 100 metres east-west by 250 metres north-south (BLG local grid). The sterilization drill-holes were automatically sampled on metre intervals at the drill-rig. For analyses, 4 metre composites were made up from the individual metre samples. The condemnation

 

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drilling consisting of 267 drill-holes totalling 13,984 metres and has indicated that no significant mineralisation exists in the proposed footprint of the Project.

 

Exploration drilling

 

In addition to the resource drilling and condemnation drilling, the main targets generated by the geochemical soil sampling were tested with relatively shallow RC drill-holes. The intention of this programme was two-fold: to delineate further gold mineralisation and add to the current resources; or to effectively sterilize these areas so that they could be used for future mining infrastructure. In general terms, significant intervals of gold mineralisation were encountered in several drill-holes in the Remora, Cobia, and Northern Extension targets. These intervals were modelled into geological shapes but were deemed to be uneconomic at this time, for example, too thin and/or too low-grade Further testing of these zones at depth may be warranted in the future.

 

Auger drilling

 

Hand-held auger drills were used to complete a drilling programme of the existing heap-leach piles that were left from the Xapetuba operations. A total of 48 drill-holes totalling 249.6 metres were drilled across the three main piles at roughly 2530 metre spacings. The drill-holes were drilled from the surface of the pile until the true topographical surface was encountered with drill-hole depths varying from 0.3 to 16.4 metres. Each drill-hole was sampled in its entirety as one sample and assayed for gold by the ALS laboratory, fire assay with AA finish. The average grade of these holes is about 0.28 g/t Au. There was no Mineral Resource Estimate calculated for the Heap Leach Pile.

 

7.2.2.1TYPE OF DRILLING

 

The diamond drilling has been completed by the wire line technique using HQ and NQ diameter core. The drilling contractor used since 2007, by Crusader and Caraiba, was Servitec Sondagem Geológica with industry standard MACH 1200 drill rigs produced by Maquesonda of Rio de Janeiro, Brazil. All diamond drill-holes were cored from surface, collaring with HQ diameter, and changing to NQ when fresh, competent rock was encountered which generally occurred within the first 1520 metres of the hole. Each core run was approximately 3 metres and the core recovery in un-weathered rock was excellent. On average the fresh rock recovery in each hole was 97.9% with an overall average recovery of 96.9%.

 

For the shallower drilling required for resource, condemnation and brownfields exploration drilling, the reverse circulation (RC) drill method was utilised by Servitec Sondagem Geológica using an Atlas Copco Explorac 50 RC drill rig. In general, the RC drill-holes have a final depth of less than 150 metres, the practical limit of the drill rig and its compressor. The RC drilling generally used 5.5” drill-bits and some were completed with 4.5” bits. The theoretical sample mass for each metre was calculated by calculating the volume of the metre drilled, depending on the bit size, and multiplying it by the density of the material that resulted from test work using drill core. The minimum recovery in the drilling contract was 85%, but in general the RC drill-holes achieved well above this, with minimal to no groundwater or voids in the area to cause major drilling problems.

 

At the start of the RC drilling programme, two diamond drill-holes were selected and twinned with RC drill-holes to verify the validity of RC drilling and results. The assays from the twin-holes were compared and assessed statistically. It was concluded that there were no material differences between the results of the two drilling techniques.

 

7.2.2.2DRILLING GRID, COLLAR AND DOWN HOLE SURVEYS

 

The Project lies within the UTM Zone 24 South using the SAD 69 Datum which refers to the 1967 International Ellipsoid (SGR-67). The Project is centred approximately at 6.205° South and 36.285° west. During the exploration and resource building phases, Crusader established a local grid with grid north rotated 37° east of True North to match the strike trend of the mineralized zone and surrounding tectono-stratigraphic trend.

 

After completion of the June 2011 Mineral Resource Estimate, a surveying error was identified by qualified and experienced surveyors newly employed by Crusader. The error was related to differences between the regional government survey points and

 

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the local survey stations previously established at the Project. The relative positions and distances between the drill-hole collars at Borborema were not the issue, but as a precaution Crusader corrected the survey of the local survey stations against the government IBGE grid and resurveyed all drill-hole collar positions.

 

This change does not materially affect the June 2011 published, historical Mineral Resource by Crusader; however, the conversion between UTM24S SAD69 and the local grid was modified. To avoid any potential for confusion, the new local grid is referred to as the BLG (Borborema Local Grid).

 

All its drill-hole collars (Figure 44) were surveyed using a differential GPS (DGPS) by Crusader’s surveying team (Figure 45). The collar positions for all located historical drill holes, e.g., Caraiba drill-holes, were also re-surveyed by the Company. The drill holes were located using a DGPS to an accuracy of greater than 5 cm. Crusader has also compiled a surface topography file with similar accuracy.

 

Most of the drilling and site work has been completed using the local grid (BLG). Therefore, to improve both the geological interpretation process and block model generation, it was decided to utilise the local grid for the Borborema Mineral Resource model. The conversion to local grid is a simple two-point grid transformation from Universal Transverse Mercator Zone 24 South (UTM 24S) and SAD69 datum to BLG Local Grid using the two coordinates listed in Table 22. The elevation used is the same for both grid systems.

 

Down-hole surveys for the Company diamond drill holes on the Project were completed using a Devico Peewee wellbore electronic single shot survey system. The instrument works the same as a Reflex Easy-Shot unit and is to industry standards.

 

Table 22: Grid Transformation coordinates (UTMS24 SAD69 to Local Grid).

 

Point UTMS24 SAD69 (IBGE) BORBOREMA LOCAL GRID (BLG)
Easting Northing Easting Northing
1 800,316.15 9,314,144.89 9,568.75 20,977.21
2 799,524.11 9,313,147.62 9,536.39 19,704.90

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Figure 44: Examples of drill hole collar markers at Borborema – Caraiba and Crusader drilling.

 

 

Figure 45: Crusader’s survey base station for differential GPS (2012).

 

7.2.3        BIG RIVER DRILLING

 

Big River drilled 5,141m in 13 holes in late 2021 and early 2022 to investigate the down dip extension of the ore body. The drilling target was the central zone of the mineralized ore body (Figure 46). All holes were drilled 60° westward (Grid Datum: UTM24S_SAD69_IBGE).

 

All holes intercepted elevated gold grades in zones of mineralization 100 12m down dip to the known mineralized ore body and along 1.2 km of strike. Drilling of the central zone has confirmed thick zones of significantly high grades over 300m of strike extending below the depth of previous drilling. Figure 47 shows the location of these holes in longitudinal section (Big River Press Release, July 26, 2022), and Figure 48 shows a representative vertical cross-section from this drilling.

 

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Figure 46: Plan view showing the location of diamond drill hole collars for all drilling campaigns at Borborema Project, Big River`s 2021-2022 drill plan are shown in green.

 

 

Figure 47: Long section of Borborema Mineral Resource showing Big River`s drill targets (green circles) and previous pit outlines (background lines) (adopted from Big River`s Press Release- July 26, 2022).

 

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Figure 48: Typical vertical Cross-section (20210N) showing diamond drill hole CRDD-182 (adopted from Big River`s Press Release- July 26, 2022).

 

All samples from the 2021-2022 drill campaign were analyzed in SGS GEOSOL Laboratórios LTDA (Rodovia MG010, Km 24,5, bairro Angicos, CEP: 33206-240. Vespasiano/MG, Brazil) and the significant assay intercept results are listed in Table 23.

 

Table 23: Big River significant intercepts from 2021-2022 drill campaign.

 

Hole ID Total depth From (m) To (m) Apparent width (m) Au g/t
CRDD-174 334.35 248.00 268.00 20.00 1.21
CRDD-175 353.05 287.00 321.00 34.00 0.95
CRDD-176 448.85 401.00 432.00 31.00 1.38
CRDD-177 435.30 362.00 380.00 18.00 1.10
CRDD-178 394.50 320.00 357.00 37.00 1.11
CRDD-179 382.50 294.00 334.00 40.00 1.25
CRDD-180 385.25 246.00 286.00 40.00 0.74
CRDD-181 343.90 260.00 297.00 37.00 0.71
CRDD-182 421.42 351.00 395.00 44.00 1.38
CRDD-183 410.10 326.00 386.00 60.00 0.78
CRDD-184 421.30 345.00 388.00 43.00 3.27
CRDD-185 400.25 336.00 377.00 41.00 1.58
CRDD-186 410.00 334.00 371.00 37.00 0.65

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7.3HYDROGEOLOGY

 

FMD Geologia Aplicada was contracted to conduct a hydrogeological study and develop a numerical flow model for the Borborema Project region. The study, titled "Hydrogeological Assessment for Mining Activity," began in January 2022 with the objective of evaluating the project's feasibility from a hydrogeological perspective. The initial analysis considered aquifer recharge estimates based on climatic data from 2013 to 2020, adopting a conservative scenario of prolonged drought in the region. The results indicated that recharge could potentially meet the project's water demand but highlighted critical gaps regarding the quantity and quality of existing monitoring and supply wells.

 

To enhance understanding of the regional hydrogeological behavior and reduce uncertainties, several activities were proposed and executed, including hydraulic testing in monitoring wells, geophysical data acquisition to analyze faults and fractures, water sample collection for isotopic analyses, refinement of the conceptual hydrogeological model, and construction of a mathematical model to evaluate pumping rates and the impacts of aquifer drawdown. The study covered an area of approximately 570 km² and involved literature reviews, data acquisition from specialized platforms, and field campaigns conducted between July and September 2023. Numerical flow modeling and dewatering simulations were carried out between September and November 2023.

 

The adopted methodology followed the three-dimensional geological modeling and mathematical modeling approach proposed by D’Affonseca et al. (2020), allowing the integration of multiple data sources and iterative evaluation of hydrogeological scenarios. The digital elevation model (DEM) was generated using data from the ALOS satellite and PALSAR sensor, complemented by geological and hydrographic maps from CPRM and detailed satellite image analyses. Additionally, climatological data were obtained from INMET and ANA, and drainage networks were modeled in ArcGIS® software to support the definition of the numerical model’s calculation domain.

 

The conceptual hydrogeological model considered four main domains: granito-gneissic, schistose, sedimentary, and alluvial, incorporating hydrodynamic parameters, groundwater flow dynamics, and recharge estimates. Geophysical characterization identified weathering layer thicknesses ranging from 5 to 10 meters, consistent with the casing depth of local wells, in addition to relevant geological structures such as shear zones and faults predominantly oriented NNE-SSW and WNW-ESE. Hydro chemical and isotopic tests revealed the existence of two distinct groundwater circulation systems: a shallow system, associated with the weathering mantle and alluvium, characterized by short residence times, and a deep system, marked by higher electrical conductivity and low connectivity with the shallow system.

 

Drawdown simulations indicated that wells within the mine would be completely depleted and that at least eight external wells registered in SIAGAS would be impacted under higher dewatering scenarios. The depletion cone would extend to the São Sebastião reservoir, south of the project site, with estimated drawdowns ranging between 5 and 20 meters. Since the simulations were conducted under steady-state conditions, the results represent an equilibrium scenario without considering seasonal or temporal effects, which may overestimate the impacts.

 

The study identified several limitations inherent to the mathematical modeling of fractured aquifers in crystalline bedrock, given the high heterogeneity and anisotropy of the medium. The lack of detailed data on hydrodynamic parameters and the absence of a consolidated piezometric monitoring network generate additional uncertainties regarding the representativeness of the results. Consequently, further investigations were recommended, including aquifer and slug tests distributed across the study area, as well as the installation of piezometers at different depths for continuous groundwater level monitoring.

 

Additionally, a detailed structural survey is recommended to map the location, extent, and geometry of major faults and their associated damage zones, which are linked to low-resistivity anomalies and potentially control groundwater flow. Transient groundwater flow modeling was also suggested to improve the predictability of dewatering impacts over time.

 

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The hydrogeological study conducted by FMD represents a significant advancement in understanding the hydrodynamic behavior of the Borborema Project, providing essential insights for pit dewatering planning and sustainable water resource management in the region. However, the continuation of hydrogeological investigations and the implementation of a groundwater monitoring network are crucial for reducing uncertainties and refining predictions regarding the impact of dewatering on local aquifers.

 

7.4GEOTECHNICAL DATA

 

TEC3 Engenharia conducted a comprehensive geotechnical study for the Borborema mine to characterize the geomechanical conditions of the rock mass and assess the key structural factors influencing the stability of the final pit slopes. The fieldwork was carried out between October 29 and November 14, 2024, and included a series of in situ geotechnical surveys and tests.

 

TEC3’s approach involved analyzing a wide range of data, including the structural geology map of the pit, geological and geotechnical drill hole descriptions, and geological models provided by Aura Minerals. The team also utilized updated orthophotos and recent topographic surveys to build a comprehensive geomechanical context of the mine.

 

During the field campaign, geomechanical and structural mapping activities were conducted to determine the rock mass characteristics and the primary slope failure mechanisms. Sampling windows were opened throughout the accessible pit areas, including natural outcrops that had not yet been mined. Measurements included roughness parameters (JRC), digital Schmidt hammer tests for determining the uniaxial compressive strength of discontinuity walls (JCS), and geomechanical descriptions of exploratory drill cores to assess rock mass behavior at depth.

 

Geomechanical mapping was carried out using 20-meter-wide windows, enabling the identification of predominant lithologies, major geological structures, and relevant geomechanical parameters. The rock mass classification followed the Rock Mass Rating (RMR) methodology based on the criteria established by Bieniawski (1989; 2011), as well as the Jr and Ja parameters from the Q' classification system (Barton, 1974), in accordance with ISRM (International Society for Rock Mechanics) guidelines.

 

A total of 2,315 meters of drill core were geomechanically described to evaluate subsurface conditions. The surveys covered parameters related to intact rock strength and alteration, as well as discontinuity

 

characteristics such as type, spacing, fracture intensity, roughness, infill material, weathering, and Rock Quality Designation (RQD). Tilt tests were conducted on drill cores to determine the basic friction angle of the lithologies present in the final pit.

 

The geological and geotechnical survey identified that the pit slopes are predominantly composed of schists, with quartz schist (QX) being the dominant lithology in the final pit. Biotite schist (BX) will also be extensively mined as part of the mineralized orebody. Geological structures such as Sn-2 and Sn-3 schistosities, fracture families, and structural lineaments were analyzed. The geomechanical characterization of discontinuities was restricted to rocks with a strength rating of R2 or higher, following ISRM standards.

 

Rock mass classification was performed using both field mapping data and drill core descriptions, ensuring a representative assessment of the pit at different depths. Some parameters were estimated based on observed field trends, considering the limitations of direct measurements in drill cores.

 

The results provide critical information for characterizing the rock mass and its geomechanical conditions, supporting future geotechnical assessments related to pit stability. Understanding the geomechanical and structural conditions enables the geotechnical zoning of the mine and the prediction of potential failure modes, directly contributing to pit stability planning.

 

Despite some limitations related to accessibility in certain areas of the pit and the quality of some drill cores, the data obtained is consistent and reliable to support technical and operational decision-making. As such, the work conducted by TEC3 represents a significant advancement in the geotechnical understanding of the Borborema mine, playing a key role in ensuring the continuity of operations and the safety of mineral extraction at the site.

 

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8SAMPLE PREPARATION, ANALYSIS AND SECURITY

 

To date Aura has completed no drilling at the Borborema Project. There is no information available for sample preparation and QA/QC measures for drilling and sampling prior to Crusader and Big River Gold. This section is partly taken from the Big River/Cascar Definitive Feasibility study (2019) report and summarizes the sample preparation, analyses and security practices of Cascar/ Big River on the Project. The Qualified Person has also reviewed the Cascar monthly quality assurance/ quality control (QA/QC) reports.

 

In the QP’s opinion, the QA/QC program as designed and implemented by Aura Minerals is adequate and the assay results within the database are suitable for use in a Mineral Resource estimate.

 

8.1CORE HANDLING, LOGGING, AND SAMPLING PROTOCOLS

 

The drilling contractor (Servitec for Crusader) was responsible for transporting and delivering core boxes to the Borborema core shed. Drill cores and RC samples are stored in the core sheds at the Borborema site as shown below in Figure 49 and Figure 50.

 

After receiving the core boxes, the headers (labels) are checked for the purpose of the depth, progress, and core recovery, length or meterage, drilled by the drill rig. When carrying out measurements of drill cores, the boxes are marked with the number of the box, the beginning and end of the length of the box and drill hole ID. At the end of measuring and closing the boxes, the information was passed to the drill contractor to make the individual front panels for each box. After the measurement was completed, photographs of the dry and wet core boxes are taken.

 

Logging of diamond core and RC chips was detailed, identifying main mineral assemblages (and hence basic rock types), colour alteration, structure/fabric, quartz veining and percentage, and sulphide assemblages and abundance.

 

Geological logging is completed using standard nomenclature and is to be considered high quality. Basic geotechnical logging (RQD, etc.) was completed for all diamond holes, and detailed structural logs were completed for several holes. Core orientation was limited to selected holes, and generally only through the zone of the mineralized envelope.

 

Discontinuities (mechanical or natural breakage), foliation of layers and veins is determined by marking with crayons and with the help of a REFLEX device (IQ-LOGGER). The measurements were done by aligning the device in the orientation which was provided by the drilling contractor to indicate the actual orientation of the core. Data was transferred to the REFLEX software program and exported as a csv file. Rock Quality Index (RQD), is calculated at each drilled interval, adding all the cores in the interval, with a size greater than 10 cm and converted into percent value (Figure 51).

 

Prior to the Cascar/Crusader acquisition of the project, diamond core was selectively sampled at intervals from 0.55 metres up to 3 metres based on the interpreted geological contacts. Longer samples were taken where lithologies were not considered to be likely hosts for mineralisation. Due to subjective selection of lithological boundaries and the likelihood of open pit mining methods, Cascar sampled uniform 1 metre intervals for both RC and diamond core.

 

The core was cut in half lengthways with a diamond core saw. Half core was sent for assay and the remaining half core was stored at the project core shed. The vast majority of RC sample splitting was done at the rig by a splitter attached to the cyclone.

 

Cascar personnel then prepared plastic bags and labelled the bags with drill holes identification and information. Samples are accompanied by a worksheet for proper checking with information including hole ID, sample number and interval designation in metres. One label was inserted inside the sample bag and one attached to outside of the bag (Figure 52). Sample bags were also marked by hand in permanent ink. The sample numbers were electronically entered into the database, according to the proper sample intervals. This system then provided an electronic sample submittal form.

 

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Figure 49: On-site drill core storage at Borborema Project.

 

 

Figure 50: Borborema core boxes in core shack.

 

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Figure 51: IQ-LOGGER Tool for identifying marked core from oriented drill holes.

 

 

Figure 52: Sample bags prepared and ready to be shipped to the lab (Cascar, 2022).

 

8.2DENSITY DETERMINATIONS

 

Bulk densities of geological materials encountered in drill core are required to determine mass for Mineral Resource estimation. Density data must be representative of the lithologies found in the deposit and determined on replicate samples.

 

Cascar had completed 36,444 bulk density samples during 2011 and 2012 drilling campaigns using the Archimedes method. This test is based on a 10 cm length of diamond core which is dried, weighed, waxed, and weighed dry and in water to determine the volume. Samples from within the oxide zone have been analysed separately from the fresh rock. The drill database provided has limited bulk density measurements for oxide samples however this represents a relatively small proportion of the deposit.

 

Table 24 shows the bulk density values used to populate the block model for fresh versus oxidised material in the 0.1 g/t Au envelope. These were calculated as a mean of the results falling within a 90% confidence range for the fresh and oxidised samples,

 

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which excluded those data clearly erroneously high. For the fresh material, the bulk density values for the fresh material within the mineralised zones (0.3 g/t Au) are also shown for comparison.

 

Table 24: Bulk density values statistics used in Mineral Resource Estimation.

 

Zone No. Samples Min. Max. Mean St. Dev. CV
Oxidised 1,806 1.440 3.410 2.650 0.174 0.066
Fresh 35,693 1.080 9.330 2.757 0.097 0.035
Fresh Mineralised 4,665 2.390 7.720 2.773 0.100 0.036

 

8.3SAMPLE ASSAYING

 

Independent to the issuer, two Brazilian laboratories were contracted by Crusader for sample analyses: Bureau Veritas Laboratory (BV) and ALS Laboratory. In addition, check sampling was undertaken at ISO Certified Acme Analytical Laboratories Ltd (Acme) in Santiago, Chile and by Bureau Veritas’ Ultratrace Laboratory in Perth, Western Australia. Big River used ISO Certified SGS GEOSOL Laboratórios LTDA (Rodovia MG010, Km 24,5, bairro Angicos, CEP: 33206-240. Vespasiano/MG.) for the 2021-2022 drilling campaign.

 

The analyses carried out by the four laboratories are summarised in Table 25 below.

 

Table 25: Laboratory analysis techniques used by Cascar.

 

Lab Lab Code Sample
Digestion
Finish Company Main
Element
Detection
Limit ppm
Use
Bureau Veritas FA001 Fire Assay AAS Crusader Au 0.001 Normal
ALS Au-AA26 Fire Assay AAS Crusader Au 0.01 Normal
ACME G6-50 Fire Assay AAS Crusader Au 0.005 QC
Ultratrace FA002 Fire Assay ICPM Crusader Au 0.001 QC
SGS FAA505 Fire Assay AAS Big River Au   Normal

 

The entire sample preparation for Crusader 2010-2011 and 2021-2022 drilling campaigns was carried out in designated certified laboratories.

 

8.4QA/QC PROGRAM

 

Crusader’s QA/QC programme comprised submitting sample blanks, standard reference samples, sample duplicates, and inter-laboratory check samples. The approximate rate of sample submissions is summarised in Table 26. It is the QPs opinion that the QA/QC performed during this time period is considered satisfactory for providing relative confidence in the underlying assay data.

 

Table 26: Sample submission rate by Cascar.

 

Sample Type Frequency
Blanks 1/20
Reference Material 1/20
Duplicates 1/25 (RC only)
Interlab Check Assays 1/10

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8.4.1        Crusader Drilling QA/QC Analysis-Bureau Veritas Assay Data (2011-2012)

 

Between August 2010 and February 2011, the Bureau Veritas Laboratory in Brazil was used for sample assaying.

 

Blanks

 

Crusader submitted blanks (pure quartz) inserted every 20 samples. Laboratory blanks consist of fused flux only. The Bureau Veritas laboratory also randomly inserted pure quartz samples at the crushing stage. Blanks were used to test for contamination during the sample preparation process. Internal and laboratory blanks both show signs of contamination (Figure 53 and Figure 54).

 

The quartz wash samples have improved over time, but still report values above detection (Figure 55).

 

 

Figure 53: Field blanks performance (Crusader, 2012).

 

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Figure 54: Lab blanks performance (Crusader,2012).

 

 

Figure 55: Lab blanks (quartz wash) performance (Crusader, 2012).

 

Standards

 

Certified Reference samples were also inserted every 20 samples to check the accuracy of the assay laboratory. The reference samples were labelled CAS1 through to CAS6 (Table 27). The first three were sourced from Geostats Pty Ltd and are as follows: G909-6, G908-7, and G907-7. The standards CAS4 to CAS6 were sourced from CDN Resource Laboratory in Canada but were only used for batches 1 to 7. These are CDN-GS-2E, CDN-GS-P8, and CDN-GS-5E respectively.

 

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The CAS standards CAS1 (3% bias low and 30% of data in tolerance), CAS2 (11% bias low and 47% of data in tolerance), CAS3 (12% bias low and 39% of data in tolerance) all show results falling below the expected mean, and also lower than 2 standard deviations from that mean.

 

Table 27: Table of field and laboratory (BV) standards.

 

STD ID Mean Au ppm Exp. Value Exp. Range
CAS1 0.55 0.57 0.513 0.627
CAS2 4.25 4.82 4.338 5.302
CAS3 1.35 1.54 1.386 1.694
CAS4 1.4 1.52 1.368 1.672
CAS5 n/a 0.78 0.702 0.858
CAS6 4.91 4.83 4.347 5.313
OxF65 0.81 0.81 0.725 0.886
OxG83 0.99 1.00 0.902 1.102
Sj53 2.58 2.64 2.373 2.901
OxG60 1.01 1.02 0.92 1.13

 

Field Duplicates

 

Field duplicates are duplicate samples sent to the laboratory as original samples to test precision and repeatability of the sampling process. Field duplicates were taken at a rate of 1 in every 25 samples for the RC drilling only. The field duplicates taken from RC chips were riffle split. Field duplicates show significant scatter at all grade ranges. Only 43 % of the data are within =/-10 % precision limits (Figure 56).

 

Duplicate Pulp Samples

 

Duplicate Pulp Samples are duplicates generated after pulverisation of the coarse sample and during the stage of weighing before fusion with the flux. They are routinely inserted to the sample stream as part of the laboratory’s internal QC. The Bureas Veritas repeat pulp samples are given a suffix of DFA, ALS samples given the prefix Ch and Ultratrace the suffix RPT.

 

Overall, the relative accuracy, measured in terms of mean half relative difference (HRD), is acceptable with a mean HRD of 1.67% returned. 61% of data is within +/- 10% precision limits (Figure 57).

 

Duplicate Coarse Rejects

 

Duplicate Coarse rejects are duplicates split after the crushing stage. Bureau Veritas refers to these samples as splits with the suffix of DUP. The duplicate core samples submitted to ALS are all coarse crush duplicates. 309 coarse reject duplicates (or laboratory splits) were undertaken by Bureau Veritas. These show significant scatter (r=0.91), but no relative bias (HRD = -0.33). 58% of data are within 10% precision (Figure 58).

 

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Figure 56: Field duplicates performance in BV lab (Crusader, 2012).

 

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Figure 57: Pulp duplicates performance in BV lab (Crusader, 2012).

 

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Figure 58: Coarse rejects duplicates performance in BV lab (Crusader, 2012).

 

8.4.2        Crusader Drilling QA/QC Analysis-ALS Assay Data (2011-2012)

 

ALS was used to assay core samples drilled prior to August 2010, and then for all core and RC samples from sample batch 9 onwards.

 

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Blanks

 

Crusader submitted blanks (pure quartz) inserted every 20 samples. Both field and lab blanks show no signs of contamination (Figure 59 and Figure 60).

 

 

Figure 59: Field blanks (ALS lab) performance (Crusader,2012).

 

 

Figure 60: Lab blanks (ALS lab) performance (Crusader,2012).

 

Standards

 

Crusader sent the certified field standards listed in Table 28 (CAS1 to CAS5) to ALS for quality assurance and quality control purposes. The CAS standards (CAS1 to CAS5) all plot within acceptable limits. The laboratory standards are generally within acceptable limits.

 

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Table 28: Table of field and laboratory (ALS) standards.

 

STD ID Mean Au ppm Exp. Value Exp. Range
CAS1 0.57 0.57 0.513 0.627
CAS2 4.80 4.82 4.338 5.302
CAS3 1.50 1.54 1.386 1.694
CAS4 1.49 1.52 1.368 1.672
CAS5 0.76 0.78 0.702 0.858
OxP76 14.97 14.98 14.40 15.45
SQ36 29.80 30.0 28.24 31.84
OxJ68 2.33 2.33 2.1 2.56
OxD87 0.41 0.42 0.38 0.46
GLG304-2 0.07 0.07 0.06 0.08

 

Duplicates

 

The charts in Figure 61 show that field duplicates have a low relative bias, but a poor correlation (r=78); 3% of data are within +/- 10% precision tolerance.

 

The ALS laboratory pulp duplicates (Figure 62) all show good correlation, with a low relative bias. Nearly 70% of the data are within 10% precision limits.

 

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Figure 61: Field duplicates performance in ALS lab (Crusader, 2012).

 

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Figure 62: Pulp duplicates performance in ALS lab (Crusader, 2012).

 

8.4.3        Crusader Drilling QA/QC Analysis-Inter-Laboratory Checks (2011-2012)

 

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Laboratory checks were carried out on individual samples where the assays have returned anomalous or very high readings. These checks consist of a 30 g to 50 g sample depending on the laboratory method which is analysed by fire assay. The results are generally reported as AuCheck by ALS together with the original Au result.

 

The following inter-laboratory assay checks have been completed by Crusader:

 

·9 work orders were re-assayed by Bureau Veritas Laboratory accounting for 670 samples;

 

·work orders were re-assayed by Ultratrace - some 900 samples;

 

·1,166 samples were sent to ACME laboratory;

 

Table 29 summarizes the number of check assay samples from each of the assay laboratories. Note that 59 pulps submitted to ACME were not returned.

 

In September 2011, an additional 674 samples were sent to ACME Laboratory for umpire checks, and in February 2012 a further 662 samples were sent.

 

Table 29: Summary of laboratory check samples by Crusader (2011).

 

Type ACME BV Original BV Re-Assays ALS Original Ultratrace Re-Assays Samples Not Returned
Pulp 1012 789 71 235 71 59
Coarse Reject 95 95 3   12  
Total 1107 884 74 235 83 59

 

In December 2010, Crusader undertook a QA/QC analysis of batches 1 to 3 which had been analysed by the Bureau Veritas Lab (BV) in Brazil. In the QA/QC report, Crusader highlighted some significant problems mainly with poor accuracy results for the standards and contamination of the blanks. As a result of this review, nine (9) work orders were selected to be re-assayed by the BV laboratory.

 

Key findings from the re-sampled batches in Bureau Veritas (Brazil) are summarized below:

 

·Field duplicates compare poorly with original results, which is probably due to the nature of the mineralisation. There are also only 31 sample pairs, which are not enough data to draw any meaningful conclusions, particularly when you are dealing with a low-grade deposit, and many samples are below the detection limit. It was recommended that additional field duplicates are inserted into the sampling stream to try and address this issue.

 

·Lab repeats show better correlation, with some spurious values.

 

·Lab splits show good correlation, with some scatter at higher grades. Sparse data is possibly due to the nature of the Au mineralisation.

 

·Blanks generally plot below detection limit of 0.001 g/t Au, the Bureau Veritas quartz blank samples show signs of contamination.

 

·CAS standards CAS1, CAS2, CAS5 and CAS6 show inconsistencies. This is probably attributable to the fact that there was insufficient sample available for re-assay.

 

·Internal laboratory standards report within acceptable limits.

 

Comparison of the original assays with the re-assay is very poor, with only 22% of the data falling within 10% precision limits. There is an overall relative bias of about 25% towards the original Bureau Veritas assays; this bias seems to be consistent at all grade ranges (Figure 63).

 

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Figure 63: Comparison between original and re-assayed samples in BV lab (Crusader, 2012).

 

A series of QC analyses on the QA/QC data was done by third party consultants and Crusader geologists. The history of these QC analyses is described below. The flow chart in Figure 64 illustrates the workflow.

 

In January 2011, Crusader hired a consultant (Lauritz Barnes) to undertake another review of all QC data from batches 4 to 7 including some data which pre-dated batches 1 to 3. The findings were similar to those of December 2010. It was decided to take

 

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the pulps from 13 work orders (batches 4–7) and submit them for analyses at the Bureau Veritas – Ultratrace Laboratories in Perth, Western Australia. Subsequent batches from number 9 onwards have been analysed by ALS in Brazil.

 

Investigation of the Bureau Veritas re-assays showed no improvement of the QC data. The re-assaying of the pulps by Ultratrace was better. Key findings from this exercise are summarised below:

 

1.Field duplicates show good repeatability, with almost 60% of assays within 10% precision limits. All field duplicates are RC chips.

 

2.Lab repeats are fairly good (64 % of data within 10% precision limits), with limited bias.

 

3.Lab checks are fair, better for RC samples than core, but both data sets show scatter at higher grades where original assays is significantly higher than subsequent checks. This may indicate that re-homogenisation of the sample pulp has not occurred.

 

4.Blanks are reporting above detection limits (0.001 g/t Au) for both the Crusader internal blanks and the Bureau Veritas quartz blanks. However, the highest value reported is 0.06 g/t, and this is an improvement on the Bureau Veritas laboratory.

 

5.No Crusader standards have been submitted for QC.

 

6.Ultratrace internal standards report within acceptable limits of 2 standard deviations from the expected mean.

 

7.Based on the available data the Ultratrace data appears to be both accurate and reports acceptable levels of precision.

 

8.Comparison of the original Bureau Veritas assays with the Ultratrace assays is poor, with only 28% of data falling with 10% precision limits (after removal of assays < 0.1 g/t Au). However, the relative precision is consistent across the grade range at approximately 30% and the relative bias, is less than 5%. The bias is in favour of the Bureau Veritas assaying.

 

This study indicated low confidence in the Bureau Veritas (BV) assay data, and therefore 1,166 samples from all batches (1 to 9) were sent to ACME Laboratory in Chile, for umpire checks. Summary findings of the ACME QC data are as follows:

 

1.Blanks show no indications of contamination.

 

2.It is difficult to comment on laboratory precision as the internal checks have returned codes of insufficient sample for nearly half (13) of the original 28 samples. Of these, 7 samples have check assays within 10% difference.

 

3.ACME results compare poorly with both sets of BV assay data (i.e. original and re-assays).

 

4.ACME results compare well with ALS assay results.

 

5.ACME results compare favourably (with a few exceptions at the data extremes), with the Ultratrace re-assays.

 

6.There is no difference (where there are sufficient samples) between pulp and coarse reject samples.

 

7.There is a slight negative bias for pulp samples (i.e. original results higher than ACME results, particularly at higher grades). 34% of pulp sample pairs are within 10% precision limits.

 

8.There is a slight negative bias (i.e. original results higher than ACME results, particularly at higher grades). 35% of sample pairs are within 10% precision limits.

 

Despite the relative lack of confidence in the BV results it was concluded that enough volume of samples had been re-analysed at ALS and ACME with reliable results to support the Mineral Resource Estimate. It was recommended that all BV samples used in the estimate be re-assayed at an umpire laboratory for inclusion in future Mineral Resource and Mineral Reserve Estimates. This task was completed by the ALS laboratory.

 

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Figure 64: QC analysis flow chart (Big River, 2019).

 

In September 2011, 4541 original Bureau Veritas samples (coded as 1XX XXX and 3XX XXX series) were selected for re-assay by the ALS laboratory. These were re-numbered with code 9XX XXX sample numbers. 394 of these were standards (BLANK, CAS1, CAS2, CAS3). Of the original sample numbers chosen, 245 were standards, and 144 were QC samples (CHP-SPL3 duplicates). The direct comparison of the sample pairs shows that the correlation is poor with a correlation coefficient of r2=0.47 (Figure 65 and Figure 66). However, this was expected given the re-assays were undertaken due to low confidence in the original data.

 

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Figure 65: Comparison between original BV assays and re-assay by ALS - all data (Crusader, 2012).

 

 

Figure 66: Comparison between original BV assays and re-assay by ALS - Au<10g/t (Crusader, 2012).

 

The re-assayed field duplicates showed a high degree of scatter and very poor repeatability (Figure 67). These field duplicates were all flagged with a sample type of CHP_SPL3 which indicates they were RC holes, and the samples were split using a 3-tier riffle splitter. It is not known whether these duplicates were also riffle split. This poor duplicate correlation is probably a combination of high nugget effect and poor duplicate sampling method.

 

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Figure 67: Comparison between original BV assays and re-assay by ALS- Field Duplicates (Crusader, 2012).

 

Several blanks appear to have been mislabelled in the sample renumbering process (Figure 68). These samples are all original BV standards, so there may have been insufficient sample for the resubmission, and they were replaced with other standards. The blanks submitted with the re-assays all appear to be reporting below or at detection.

 

 

Figure 68: Comparison between original BV assays and re-assay by ALS - Blanks (Crusader, 2012).

 

Standards samples are all original BV standards, so there may have been insufficient sample for the resubmission, and they were replaced with other standards. Internal Crusader standards are all within expected limits. ALS standards all plot within acceptable limits. CAS1 is consistently biased low (7.2%) (Figure 69). The results are within acceptable tolerances. CAS2 results are good, with little bias. CAS 3 has a sample which appears to be mislabelled. Removing this outlier shows there is still one sample just outside of two standard deviations from the mean. This standard is also biased low (3.5%).

 

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Table 30 shows all gold standards that were submitted with original assays to ALS lab. ALS standards all plot within acceptable limits (Figure 70).

 

Table 30: List of Standard Samples.

 

Au Standard(s) No. of Samples Calculated Values
StandardCode Value SD Mean Au SD CV Mean Bias
BlankLab 0.00 0.000 283 0.01 0.0 0.17 0
GLG304-2 0.07 - 85 0.06 0.005 0.077 -8.7395
OxD87 0.42 - 25 0.40 0.010 0.024 -4.2857
SH55 1.38 0.045 4 1.37 0.017 0.013 -0.7273
OXJ68 2.33 - 16 2.32 0.040 0.017 -0.6170
SL34 5.89 0.140 34 5.87 0.064 0.011 -0.4652
SL61 5.93 0.057 6 6.02 0.095 0.016 1.4725
OxP91 14.82 0.100 9 15.11 0.646 0.043 1.9268
OxP76 14.98 0.295 75 14.93 0.277 0.019 -0.3115
SQ36 30.04 0.703 11 29.55 0.623 0.021 -1.6463

 

Note: SD = standard deviation.

 

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Figure 69: Comparison between original BV assays and re-assay by ALS-CAS1 and CAS3 Standards (Crusader, 2012).

 

 

Figure 70: Example of ALS Standards Performance - SH55 (Crusader, 2012).

 

QA/QC analysis of the ALS laboratory for 2011 and 2012 samples indicated that inserted standards and blanks are within expected tolerances although the standards consistently have a low bias. Laboratory standards are generally within expected limits; however, some standards do have values outside of these limits. Laboratory repeats are good. Field duplicates and coarse crush duplicates have only been submitted from late 2011 and it is difficult to comment on the repeatability of the Au assays with a small sample population. Laboratory pulp repeats are good with 70% of repeat samples falling within a 10% range of the original results. Field duplicates are poor and with wide scatter. Coarse crush duplicates of core are better with 65% repeating within 10% of the original results. Laboratory checks (Au checks) are consistent with two results from 29 showing extreme differences (i.e., greater than 50%).

 

Approximately 900 sample pulps from 13 work orders prepared by Bureau Veritas laboratory in Brazil were sent to Ultratrace in Perth for re-analysis by Fire Assay. Included in the pulps were Bureau Veritas splits (duplicate samples) and Bureau Veritas quartz washes (Lab Blanks).

 

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Field duplicates showed good repeatability, with almost 60% of assays being within 10% precision limits. All field duplicates are RC chips. Lab repeats are fairly good, 64 % of data within 10% precision limits, with limited bias. Blanks are reporting above detection limits (0.001 g/t Au) for both the Crusader internal blanks and the Bureau Veritas quartz blanks. However, the highest value reported is 0.06 g/t Au, and this was an improvement on the Bureau Veritas laboratory.

 

Comparison of the original BV assays with the Ultratrace assays is poor, with only 28% of data falling with 10% precision limits, after removal of assays <0.1 g/t Au. However, the relative precision is consistent across the grade range at approximately 30% (see the T&H plot Figure 11-23) and the relative bias, as measured in terms of the MRD, is less than 5%. The bias is in favour of the Bureau Veritas assaying (Figure 71).

 

In September 2011, 674 assays were sent to ACME for re-assays; only 48% of these checks are within 10% difference to the original ALS assay results. This result may reflect the nature of the mineralisation. Ongoing QC for the ALS assay results shows that field duplicates and coarse crush laboratory duplicates have poor repeatability. The results showed that ACME results compare poorly with both sets of BV assay data (i.e. original and re-assays). ACME results compare well with ALS assay results. ACME results compare favourably, with a few exceptions at the data extremes, with the Ultratrace re-assays. There is no difference, where there are sufficient samples, between pulp and coarse reject samples (Figure 72 and Figure 73).

 

A second set of checks on the ALS results was undertaken in February 2012. A total of 662 samples were sent to ACME for re-assays; only 49% of these checks are within 10% difference of the original ALS assay results, a similar result to the first set of checks carried out in September 2011 (Figure 74). Ongoing QC for the ALS assay results shows that field duplicates and coarse crush laboratory duplicates have poor repeatability.

 

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Figure 71: Comparison between original BV assays and re-assay by Ultratrace (Crusader, 2012).

 

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Figure 72: Comparison between original BV assays versus ACME Lab-Pulps (Crusader, 2012).

 

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Figure 73: Comparison between original BV assays versus ACME Lab-Coarse Rejects (Crusader, 2012).

 

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Figure 74: Comparison between ALS Lab assays versus ACME lab-pulps (Crusader, 2012).

 

8.4.4Internal QA/QC Analysis for Big River Drilling (2021-2022)

 

Big River drilled 14 diamond drill holes on the Project between December 2021 and April 2022. The Big River QA/QC program included the submittal of both blind and non-blind control samples into the sample stream being analyzed by the SGS laboratory. Big River maintained internal quality control by inserting blind control samples into the sample stream whilst external quality

 

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control was established by the laboratories who insert their own control samples into the sample stream being analyzed. The results of the internal and external QA/QC program are discussed below.

 

The following types of control samples were routinely analyzed as part of QA/QC program.

 

·Certified Reference Materials (CRM, “standards”).

 

·Blanks.

 

·Coarse Crush duplicate.

 

The following summary is the minimum number of control samples to be inserted into the sample stream being submitted to the laboratory:

 

·One high ore-grade and one low ore-grade CRM (or medium grade) in each analytical batch of 40 samples (5%).

 

·A minimum of one blank inserted in each batch mainly after mineralized zones.

 

·A minimum of two core duplicates in each analytical batch of 40 samples (5%). Duplicate samples analyses were requested to the lab after received the original results, an average of 5 samples per hole.

 

·The control sample assay results of the internal QA/QC program were monitored, including the CRMs, blanks, and coarse duplicates. Additionally, systematic checks of the digital database were conducted against the original signed Certificates of Analysis from the laboratory.

 

The following criteria were used to establish acceptance and rejection thresholds for internal control samples analyzed for the Project.

 

For CRMs:

 

oAutomatic batch failure if the CRM assay result is greater than three standard deviations of the accepted mean value of the CRM, then re-assay the batch.

 

oContact the laboratory if trends on CRM plots suggest possible bias, work with lab to resolve the problem.

 

For Blanks:

 

oIf assays on field blanks exceed three times the detection limit of 0.005 ppm Au, then automatic re-assaying of 20 samples surrounding the blank sample in the batch.

 

For Duplicate Samples:

 

oAssays from duplicates were not used to determine failed batches.

 

Blank Samples

 

A total of 77 blank samples were analysed by the laboratories for which no contamination was observed. The blank sample 329130 failed in the QA/QC with a value above 3 detection limits (0.015 ppm Au) and 24 samples surrounding the blank sample position in the batch were re-assayed, but the reanalysed samples returned with consistent results and the original data was considered to be preferable. Figure 75 shows a chart and statistics for the final blank samples results.

 

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Figure 75: Internal QA/QC- Blank samples.

 

Standards

 

A total of 77 purchased certified standards were inserted into the sample stream during the 2022 drill program, including high, medium, and low gold grades, purchased from Geostats Pty Ltd. The summary details of these standards are shown in the Table 31 and Figure 76.

 

Table 31: List of field standard samples and respective values.

 

Standard ID Gold Grade ppm Standard Deviation Expected Min Expected Max
High (G315-7) 4.82 0.22 4.16 5.48
Medium (G319-4) 1.54 0.07 1.33 1.75
Low (G916-6) 0.57 0.03 0.48 0.66

 

The Standard performance was acceptable with only one instance of failure beyond the three standard deviation thresholds. The high-grade Standard sample 329300 was re-assayed and the original results were confirmed and kept as preferred. A minor positive bias is apparent in high standards G315-7 but is not considered to be significant. Figure 11-28 shows the charts for the 2021-2022 drill campaigns set of field standards and the statistics for the same samples.

 

 

Figure 76: Internal QA/QC- Standard samples.

 

Coarse Rejects Duplicate Samples

 

A total of 77 coarse duplicate samples were analysed in the SGS laboratory as part of QA/QC program. Figure 77 shows in a scatter plot the performance of field duplicates samples and their statistics. A good correlation is shown between the duplicates and the original assays as defined by a correlation value of 0.97.

 

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Figure 77: Internal QAQC- Coarse rejects samples.

 

Check Assays

 

A total of 50 samples were reanalyzed in 2022, due to the failure of one standard and one blank sample. The original results were kept as preferred for these samples. Figure 78 shows the chart and statistical information for the re-assays.

 

 

Figure 78: Internal QAQC - Re-assays.

 

8.4.5External QA/QC Analysis for Big River Drilling (2021-2022)

 

Commercial laboratory contracted for the Project QA/QC, SGS Geosol Laboratórios LTDA, routinely inserted blanks, standards and replicates into each batch of samples to be analyzed. SGS Geosol includes the results of their internal QA/QC analyses with their analytical reports. The results of control sample analyses were stored in the laboratory’s files while a copy was also stored in the Borborema’s digital database. All analytical results were delivered in digital format to Big River’s database manager while the Certificates of Analysis were provided separately. Copies of the digital assay files and certificates are stored in the Borborema digital database.

 

Blank Samples

 

The total of 48 blank samples were analysed by SGS laboratory as part of your QA/QC program. All returned results were approved with values below three times the detection limit for the method (0.015 ppm Au). Figure 79 shows a summary chart and statistics for the SGS blank samples.

 

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Figure 79: External QAQC-Blanks.

 

Standards

 

The SGS Geosol Laboratory included 28 CRMs in the sample batches sent during the 2022 drilling programs, as shown in the Figure 80 displaying a variation plot and statistical information for these samples. The charts show a good degree of analytical accuracy and precision as all CRM analyses were well within the threshold of three standard deviations of the mean. Therefore, no analytical batch was rejected by virtue of external CRM performance.

 

Replicates

 

Replicate pulp samples were used as external controls at the SGS laboratory as part of QA/QC program. As shown in Figure 81, a total of 39 accumulated duplicate samples were analyzed. A good degree of correlation is shown between the replicates and the original assays as defined by a correlation value of 0.99.

 

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Figure 80: External QA/QC - Lab standards.

 

 

Figure 81: External QA/QC - Lab replicates.

 

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9DATA VERIFICATION

 

This section provides an overview of data verification and validation methods employed by SRK Consulting (U.S.), Inc. (SRK) in reviewing the foundational geological, drilling, and gold analytical data used in support of Mineral Resource estimation. The Qualified Personconducted a site visit to the Project property and has reviewed the raw drilling data including assay and density information for the Project. SRK received the Borborema Project Access database which included four commas separated variable (.csv) files: collar, survey, assay, and geology. These files represent the base of verification.

 

9.1SITE VISITE

 

The Qualified Person has conducted a personal site inspection of the Project as part of data verification. SRK staff visited the project site November 19 to 20, 2021. During the site visit, staff inspected the historical open pit, toured the general layout of the site, inspected the core shed and logging procedures, reviewed select drill core, and conducted interviews with site geological staff.

 

9.2COLLAR AND DOWNHOLE SURVEY

 

In 2011, all drill hole collar locations were re-surveyed using differential global positioning system (DGPS) measurements after Borborema personnel discovered a minor error. After 2011, all drilling completed includes collars surveyed by DGPS, it is the opinion of the Qualified Person that all collars in the drilling database used for Mineral Resource calculations are considered accurate and reliable. The Qualified Person did not perform a validation check in the field to confirm collar locations.

 

Downhole surveys have been completed on all diamond drill holes based on historical documentation. No details were provided relating to the downhole survey tool(s) used during historical drilling campaigns. Many historical reverse circulation (RC) holes focused in the pit area do not include downhole surveys (prefix CRRC holes). Due to the relative shallow nature of the RC holes, tight spacing, and concentration in one area, it is the Qualified Person’s opinion that the lack of downhole data for these RC holes does not represent a material risk, but this potential uncertainty is considered as part of the Mineral Resource classification.

 

9.3LOGGING

 

Geological logging is completed onsite by geological staff with the data logged including rock type, color, alteration, fabric, veining, and notes if sulphides are present. During the Qualified Person site visit, logged core was reviewed at the on-site core shed. As part of the logging review, the Qualified Person observed mineralization styles and noted that alteration and mineralization is subtle, with minor differences observed in both the psammite and pellitic host lithology. The Qualified Person notes two observed styles of mineralization represented as disseminated free gold and sulphide-hosted gold mineralization, typically observed within schistose planes and augens. The geological logging is considered satisfactory but notes that this data is not utilized for geological modeling or Mineral Resources.

 

9.4ANALYTICAL VALIDATION

 

SRK performed a validation exercise for the drill hole database that covered all analyses performed at independent laboratories prior to 2022. Laboratory certificates were obtained from Aura to validate the original data against the drilling database. The validation exercise was performed in mid-2022 prior to the completion of the 2022 drill program.

 

Data verification efforts performed by SRK included comparison by sample ID of gold grade found in original laboratory certificate data against corresponding values for gold with matching IDs in the Aura-provided Microsoft Access assay database. Only gold values were provided and reviewed. SRK was provided scanned pdf certificate files from SGS laboratories and Excel (xls and csv) certificate files from ALS Laboratories.

 

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From the certificate files provided, SRK identified 57,912 sample IDs in the certificates provided which contained values for gold to which SRK could match IDs in the database representing 79.71% of the values for gold in the assay database. Of those 57,912 matching sample IDs, 211 mismatched values were identified representing an error rate of 0.37% (99.63% match rate). Of the mismatching values, 151 can be traced to one scanned pdf (Caraiba.pdf) which includes all the SGS certificates indicating that many of the mismatched values may be the result of optical character recognition limitations due to the poor quality of the supplied pdf document.

 

Further, some of the mismatched values may have been transcription errors. For example, sample ID 901101 was found in the certificates with a value of 4.72 ppm but was found in the assay at 0.72 ppm. Sample ID 901100 was found in the database with a value of 0.72 ppm Au leading to our belief that a transcription error was at fault for this and many of the other 60 errors found for certificates not from the Caraiba.pdf file.

 

Of interest is the treatment in the assay database of values below detection threshold. Customarily, values identified in certificates as below detection threshold are clearly indicated in assay databases as being below the threshold. In this case, however, many values in the certificates identified as below detection threshold were included in the assay at the detection threshold. This is not considered good practice but has no material impact on the Mineral Resources.

 

SRK identified a low (0.37%) error rate between original source data found in certificates and the data in the assay database. Obvious errors which could be corrected were corrected prior to data use in estimation. In summary, it is the Qualified Persons opinion that the assay database has been verified and is appropriate for use in Mineral Resource Estimation.

 

9.5REVERSE CIRCULATION TWIN REVIEW

 

SRK reviewed the use of reverse circulation (RC) sampling alongside diamond drill core (DDH) data in the deposit to determine reliability of the RC on grade and potential biases that may incur from RC sampling in a highly variable – moderate to high nugget deposit. In summary, it is SRK’s opinion that minor biases and dilution is likely occurring in RC holes. That stated, the use of RC drilling does not represent a material risk to the deposit and close-spaced RC drilling can add value in identifying short range variability in mineral resources. SRK notes that RC drilling does represent most data used to inform the early mining period (years one through five) and as such, recommends additional diamond core drilling be completed in initial mining phases to provide additional support for tonnes and grade prediction using the robust method as validation during early mine start up.

 

SRK reviewed the previously completed RC versus DDH Q-Q plots and a twin analysis provided by Aura conducted by the property’s previous owners (Figure 82 ). These summary reports and data indicate minor dilution in RC holes but given the discontinuous nature of gold mineralization, it is unclear how representative samples are and whether a true “twin” hole can be completed. Performing a visual validation of an area containing both drilling methods shows inconclusive results, in some locations there appears to be continuity of high grade while other areas show material differences (Figure 83).

 

Overall, it is SRK’s opinion that Aura conduct diamond core drilling for all future Mineral Resource evaluation work on the Borborema deposit. This will eliminate the potential for sample loss and grade contamination known to be associated with the RC drilling method and exasperated by the high nugget nature of the Borborema deposit.

 

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Figure 82: Q-Q plot of RC versus DDH assay less than 5 g/t Au. (Source: Big River data room, 2021).

 

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Figure 83: North-looking vertical cross section showing RC and DDH holes coloured by Au grade. (Source: SRK, 2021).

 

9.6STATISTICAL DATA REVIEW

 

SRK performed a statistical review of the drilling database as part of the validation. The review included calculation of descriptive statistics, multiple charts, and review of potential outlier and erroneous data. This validation check aimed to identify errors common amongst databases including the use of zero values, treatment of below detection limits, negative or non-numeric values, extreme outlier identification, and interpretation of the distribution of gold values across the property. It is the Qualified Person’s opinion that the statistical review did not identify major errors not already identified in associated validation steps as described in this section.

 

9.7LIMITATIONS

 

The following are the known limitations on data verification as identified by the Qualified Person:

 

1.          Only gold analytical data was reviewed and validated.

 

2.          The Qualified Person did not supervise or oversee data acquisition of any drilling, logging, or analytical data used in the determination of Mineral Resources. Instead, the Qualified Person reviewed summary data, technical reporting, and supporting documentation that summarize procedures and protocols. All descriptions of procedures and methods used in the collection of data supporting Mineral Resources were provided by Aura, a trusted source. Based on these

 

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documents, it is the Qualified Person’s opinion that drilling and analytical data used in support of Mineral Resources were collected in a manner aligned with good industry practices sufficient for Mineral Resource classification.

 

3.          The Qualified Person has not conducted a visit or inspection to the analytical laboratories which provided the baseline analytical data supporting Mineral Resources. The laboratories used are considered reputable and independent laboratories suitable for the analyses performed.

 

4.          QA/QC summary data reviewed represented summary documentation and did not include a detailed review of raw quality control sample data. As such, errors may have been introduced or omitted prior to the Qualified Person’s review.

 

5.          No independent duplicate samples were collected nor analyzed for verification purposes by the Qualified Person.

 

6.          The Qualified Person did not verify drill hole collar locations in the field but relied on historical collar surveys as accurate in X, Y, and Z coordinates. Collar locations were checked against LiDAR topography and satellite imagery and deemed acceptable.

 

7.          Historical open pit mining production data was not available for the Qualified Person to review.

 

9.8OPINION ON DATA ADEQUACY

 

It is the Qualified Person’s opinion that the raw drilling data used for estimating Mineral Resources has been adequately reviewed and classified in-line with SEC guidelines and recognized international practices (CIM, 2019 and CIM, 2018). Items identified as potential project risks, low confidence data, or lack of historical production data are accounted for in the Mineral Resource classification.

 

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10MINERAL PROCESSING AND METALLURGICAL TESTING

 

10.1INTRODUCTION

 

The ore processing and metallurgical testing described in this section for the Borborema Project included various campaigns carried out during 2011 to 2019. Each campaign comprised different aspects such as ore characterization, comminution assessment, gold liberation and metallurgical testing. Selected aspects of each campaign are described in the following sections.

 

10.22011-2013 Testing Campaigns

 

The technological reports summarizing the Borborema Project ore processing and metallurgical testing campaigns are listed in Table 32.

 

Table 32: 2011-2013 Test Reports.

 

Title Author Document Date
Metallurgical Test work for Mineral Processing Flowsheet Determination for Borborema Project – Final Report Test work Desenvolvimento de Processo LTDA TWK-BORB-F-4105-RL-D21-001-R0 August 2011
Testes de Sedimentação Com Minério Do Projeto Borborema” Test work Desenvolvimento de Processo LTDA TWK-BORB-F-4105-RL-D21-002-R0 March 2012
Gravity Concentration, Leaching, Equilibrium Isotherm, Carbon Kinetic Test work Test work Desenvolvimento de Processo LTDA TWK-BORB-F-4105-RL-D21-003-R0 August 2012
Final Report Variability Leaching Tests with Borborema Ore Test work Desenvolvimento De Processo LTDA TWK-BORB-F-4105-RL-D21-004-R1 January 2013
Final Report Size Distribution and Leaching Tests with Borborema Ore” Test work Desenvolvimento De Processo LTDA TWK-BORB-F-4105-RL-D21-005-R1 January 2013
Characterisation of Borborema Ore Samples” HDA Serviços S/S LTDA. HDA-BORB-B-0012-RL-D21-001-R2 27 Mar 2013
Design of Borborema Industrial Comminution Circuit HDA Serviços S/S LTDA. HDA-BORB-B-0012-RL-D21-002-R2 30 Mar 2013
Survey of Gold Occurrences Borborema Classifier Overflow ALS Metallurgy, Kamloops KM3686 8 February 2013
Preliminary Assessment of Borborema Gold samples ALS Metallurgy, Kamloops KM3720 5 April 2013

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Selected aspects of the reports listed in Table 32 are described in the following sections.

 

10.2.1Selected Samples for Metallurgical Testing

 

Detailed description of the metallurgical composite samples (met samples) used, and the tests carried out, in the 2011-2013 metallurgical testing campaigns are shown in Table 33.

 

Table 33: Summary of Samples Used for the Metallurgical Tests.

 

Metallurgical Sample ID Drill Hole Type Sample Weight (kg) Average Grade Au (ppm) Date Sampled Zone Ore Type Metallurgical Test work
CRMET-001 RC 27.0 1.22 Nov-2010 All Oxides PFS Metallurgical Test work
CRMET-002 RC 45.0 1.67 Dec-2010 All Fresh (Sulphides) PFS Metallurgical Test work
CRMET-003 DD 25.0 1.67 Feb-2011 All Fresh (Sulphides) PFS Metallurgical Test work
CRMET-004 RC 21.0 1.70 May-2011 All Fresh (Sulphides) Post-PFS Metallurgical Test work
CRMET-005 DD 25.0 NA Aug-2011 Central Trans / Fresh WI & Comminutions
CRMET-006 DD 25.0 NA Aug-2011 Northern Trans / Fresh WI & Comminutions
CRMET-007 DD 25.0 NA Aug-2011 Southern Trans / Fresh WI & Comminutions
CRMET-008 RC 10.0 6.03 Nov-2011 Central Transition Granulometry Test of RC Sample
CRMET-009 DD 7.0 4.94 Nov-2011 Central Fresh (Sulphides) WI & Comminutions - BFS
CRMET-010 DD 6.0 0.41 Dec-2011 Central Transition WI & Comminutions - BFS
CRMET-011 DD 6.0 0.80 Dec-2011 Southern Fresh (Sulphides) WI & Comminutions - BFS
CRMET-012 DD 6.0 0.79 Dec-2011 Central Fresh (Sulphides) WI & Comminutions - BFS
CRMET-013 DD 6.0 0.58 Dec-2011 Northern Fresh (Sulphides) WI & Comminutions - BFS
CRMET-014 DD 100.0 NA Jan-2012 All All WI & Comminutions - BFS
CRMET-015 DD 5.0 NA Jan-2012 All All Pilot Plant Comminutions Tests

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Metallurgical Sample ID Drill Hole Type Sample Weight (kg) Average Grade Au (ppm) Date Sampled Zone Ore Type Metallurgical Test work
CRMET-016 RC 5.0 0.91 Jul-2012 Southern Oxides Zone Variation Leach Tests
CRMET-017 RC 5.0 2.39 Jul-2012 Central Oxides Zone Variation Leach Tests
CRMET-019 RC 5.0 0.95 Jul-2012 Northern Oxides Zone Variation Leach Tests
CRMET-020 RC 5.0 1.06 Jul-2012 Southern Transition Zone Variation Leach Tests
CRMET-021 RC 5.0 1.17 Jul-2012 Central Transition Zone Variation Leach Tests
CRMET-022 RC 5.0 1.56 Jul-2012 Central Transition Zone Variation Leach Tests
CRMET-023 RC 5.0 1.69 Jul-2012 Central Transition Zone Variation Leach Tests
CRMET-024 RC 5.0 1.50 Jul-2012 Northern Transition Zone Variation Leach Tests
CRMET-025 DD 5.0 1.33 Jul-2012 Southern Fresh (Sulphides) Zone Variation Leach Tests
CRMET-026 RC 5.0 1.33 Jul-2012 Southern Fresh (Sulphides) Zone Variation Leach Tests
CRMET-027 RC 5.0 1.59 Jul-2012 Central Fresh (Sulphides) Zone Variation Leach Tests
CRMET-028 RC 5.0 2.28 Jul-2012 Central Fresh (Sulphides) Zone Variation Leach Tests
CRMET-029 DD 5.0 1.09 Jul-2012 Central Fresh (Sulphides) Zone Variation Leach Tests
CRMET-030 DD 5.0 1.39 Jul-2012 Central Fresh (Sulphides) Zone Variation Leach Tests
CRMET-031 DD 5.0 2.12 Jul-2012 Central Fresh (Sulphides) Zone Variation Leach Tests
CRMET-032 DD 5.0 1.87 Jul-2012 Central Fresh (Sulphides) Zone Variation Leach Tests
CRMET-033 DD 5.0 1.68 Jul-2012 Central Fresh (Sulphides) Zone Variation Leach Tests
CRMET-034 DD 5.0 1.16 Jul-2012 Central Fresh (Sulphides) Zone Variation Leach Tests
CRMET-035 RC 5.0 1.76 Jul-2012 Central Fresh (Sulphides) Zone Variation Leach Tests
CRMET-036 DD 5.0 1.20 Jul-2012 Northern Fresh (Sulphides) Zone Variation Leach Tests

 

In July 2012, CRMET-016 to CRMET-036 metallurgical samples were chosen to assess variability aspects. These samples, weighing approximately 5 kg each, were obtained from slurries and coarse tailings from drilling campaigns as representative of respective ore type and zone within the Mineral Reserves. The locations of these samples are shown in Figure 84 in plan view and Figure 85 in longitudinal section.

 

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Figure 84: Variability Metallurgical Testing Sample Locations Map.

 

 

Figure 85: Variability Metallurgical Testing Sample Locations Longitudinal Section.

 

10.2.2Testwork – 2012 Campaign

 

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This section discusses the results of the tests carried out by TESTWORK in their laboratories at Nova Lima, MG, Brazil, from the report entitled “Gravity Concentration, Leaching, Equilibrium Isotherm, Carbon Kinetic” issued by TESTWORK on 09/05/2012 (2012b). The campaign supported the bankable feasibility study (BFS) prepared by Tetra Tech company, for a 4 Mtpy circuit capacity.

 

The campaign included gravity and cyanidation testing to assess the performance of carbon-in-leach (CIL) processing; Bond Work index (“BWi”) determination for comminution characterization, together with sedimentation and flotation testing.

 

The summary of tests carried out in each sample is as follows:

 

·Sample CRMET – 001: Laboratory scale column leach for oxidized ore; roller bottle leach test for ore ground to P80 = 0.106 mm (150# Tyler) to determine maximum gold recovery;

 

·Sample CRMET – 002: Exploratory flotation tests; leach test (kinetic) without gravity concentration and varying grain size; leach in grinding test; size distribution and leaching test per fraction; gravity concentration curve; gravity concentration, followed by leach tests (kinetic) varying grain size; leach tests to optimize cyanide concentration; preliminary flotation test; sedimentation tests.

 

·Sample CRMET – 003: Determination of the BWi of the sample. This test was carried out at SGS laboratories in MG, Brazil.

 

The selected results obtained are listed in the following tables.

 

Head Sample Analysis: Table 34 to Table 36

 

Table 34: CRMET-001 – Head Sample Analysis.

 

Element Unit Data
S % 0.14
Fe % 5.5
Au g/t 1.07
Ag g/t 2.33
As ppm 10.7
Hg ppm 0.026
Cu ppm 173.3

 

Table 35: Gold Grade Samples CRMET-001 and CRMET-002.

 

Sample CRMET - 001   Sample CRMET - 001
Gold (g/t) Average Std Gold (g/t) Average Std
1.037 1.07 0.034 2.411 1.59 0.459
1.067 1.357
1.105 1.448
Silver (g/t) Average Std 1.419
2.0 2.33 0.577 1.337
2.0 Silver (g/t) Average Std
3.0 3.0 2.40 0.548

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Table 36: Multi Element Analysis by ICP.

 

Element Unit CRMET - 001 CRMET - 002
C (CO3) % <0.005 0.054
C (Elemental) % <0.005 0.009
C (Organic) % 0.074 0.031
Al % 7.67 7.64
Ca % 1.25 1.39
Fe % 4.91 4.77
K % 2.04 2.2
Mg % 1.63 1.69
Mn % 0.19 0.11
Na % 1.5 1.51
P % 0.07 0.08
S % N.A. 0.61
Ti % 0.44 0.42
As ppm 39 102
Ba ppm 432 431
Be ppm <3 <3
Bi ppm <20 <20
Cd ppm <3 <3
Co ppm 15 16
Cr ppm 45 49
Cu ppm 151 127
La ppm 22 21
Li ppm 13 13
Mo ppm <3 <3
Ni ppm 49 52
Pb ppm 87 163
Sb ppm <10 <10
Sc ppm 16 17
Se ppm <20 <20
Sn ppm <20 <20
Sr ppm 129 130
Th ppm <20 <20
Tl ppm <20 <20
U ppm <20 <20
V ppm 126 129
W ppm <20 <20
Y ppm 12 13
Zn ppm 117 103
Zr ppm 85 94
Hg ppm N.A. 0.013

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Laboratory Leach Tests for Oxide Ore: Table 37 to Table 39

 

Table 37: CRMET- 001 Size Distribution "As Received".

 

Mesh tyler Size (mm) Retained (%)  Retained Accum. (%) % Passing Accum.
65 0.212 45.6 45.6 54.4
100 0.150 11.1 56.7 43.3
150 0.106 12.3 68.9 31.1
200 0.075 9.4 78.3 21.7
270 0.053 4.67 83.0 17.0
325 0.045 1.9 84.9 15.1
-325 -0.045 15.1 100 -

 

The CRMET-001 sample was ground to P80 = 0.075 mm and leached under the following condition:

 

Concentration: 50% of solids; pH = 10.5 – 11.0; 1000 g/t of NaCN and 24 hours contact time.

 

The results are listed in Table 38.

 

Table 38: Maximum Recovery Results CRMET-001.

 

Test n° Reagents (g/t) Gold
NaCN
Initial
NaCN
Consumption
Lime Calculated
Feed (g/t)
Tailing
(g/t)
Recovery(%) Recovery
Average (%)
1 1000 647 1160 0.96 0.06 94.3% 90.1%
2 1000 684 1140 1.03 0.06 93.9%
3 1000 583 1540 1.47 0.26 82.0%

 

The following gold recovery tests were carried out on sample CRMET-002, Table 39.

 

Table 39: Size Distribution and Gold Recovery by Fraction – Sample CRMET-002.

 

Size Distribution Gold Recovery by Fraction
Mesh Tyler Size (micron) Mass (g) %
Retained
% Retained Acumulated % Passing Accumulated Au  Feed (g/t) Au Tailing (g/t) Au Recovery
(%)
100 150 119.26 11.8 11.8 88.2 0.50 0.07 85.7
115 125 72.17 7.2 19.0 81.0 0.86 0.10 88.9
150 106 46.47 4.6 23.6 76.4 1.17 0.15 87.7
200 75 187.55 18.6 42.3 57.7 0.58 0.10 82.6
270 53 149.20 14.8 57.1 42.9 0.95 0.09 90.5
-270 -53 431.83 42.9 100.0 0.0 1.57 0.05 97.1
  TOTAL 1006.48       1.10 0.07 93.3

 

Leaching Curves without Gravity: Table 40 to

 

Table 43

 

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Parameters of the kinetic test: 50% of solids: slurry pH adjusted to 10-11; Size P80 of 0.125; 0.106, and 0.075 mm; total residence time of 36 hours; sampling at 2, 6, 8, 20, 24, 36 hours; elements analysis for Au, Ag, CN, pH; cyanide initial concentration of 1,000 g/t: and carbon concentration 18 g/L of slurry (when used).

 

Table 40: Gold Tailings – CRMET-002 – Leaching Without Gravity.

 

Leaching without Gravity Concentration - Tailings Gold Grade (g/t)
Time (h) P80   =  125
micron without C
P80  =  125 micron
with C
P80  =  106
micron without C
P80  =  106
micron with C
P80  =  75
micron without C
P80  =  75 micron
with C
0 1.06 1.06 1.39 1.59 1.49 1.59
2 0.39 0.83 0.44 0.86 0.58 3.03
6 0.21 0.12 0.15 0.37 0.14 0.13
8 0.11 0.11 0.14 1.78 0.75 0.13
20 0.08 0.09 0.08 0.09 0.06 0.05
24 0.08 0.08 0.08 0.06 0.07 0.06
36 0.14 0.07 0.07 0.08 0.06 0.04

 

Table 41: Silver Tailings – CRMET-002 – Leaching Without Previous Gravity Testing.

 

Leaching without Gravity Concentration - Tailings Silver Grade (g/t)
Time (h) P80  =   125
micron without C
P80  =   125
micron   with C
P80  =   106
micron without C
P80  =   106
micron
with C
P80  =   75
micron without C
P80 bb  =  75 micron with C
0 1.82 1.82 2.12 2.12 1.99 2.40
2 2.00 1.00 1.00 1.00 2.00 2.00
6 1.00 1.00 1.00 1.00 1.00 2.00
8 1.00 <1.00 1,00 1,00 1.00 1.00
20 1.00 <1.00 <1.00 <1.00 1.00 <1.00
24 1.00 1.00 1.00 <1.00 1.00 1.00
36 1.00 <1.00 <1.00 1.00 1.00 1.00

 

Table 42: Gold Recoveries – CRMET-002 – Leaching Without Previous Gravity Testing.

 

Leaching without Gravity Concentration - Gold Recovery (%)
Time
(h)
P80 =125micron without C P80=125 micron with C P80 = 106micron without C P80 = 106 micron with C P80 = 75 micron without C P80 = 75 micron with C
Real Curve Real Curve Real Curve Real Curve Real Curve Real Curve
0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0
2 68.8 58.8 21.9 51.6 67.0 61.1 46.0 43.4 61.3 61.3   58.3
6 77.8 88.4 88.8 85.3 84.4 91.8 76.7 80.4 86.4 92.2 91.9 91.2
8 87.2 91.3 89.6 89.9 89.4 94.8   87.6   95.2 92.1 94.9
20 92.0 93.0 91.5 93.7 94.4 96.6 94.3 96.1 97.0 97.0 97.1 97.5
24 93.0 93.0 92.6 93.8 96.6 96.6 96.3 96.2 95.7 97.0 96.3 97.5
36 87.2 93.0 93.8 93.8 92.9 96.6 94.8 96.3 94.0 97.0 97.5 97.5
K   0.5   0.4   0.5   0.3   0.5   0.456

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Table 43: Silver Recoveries – CRMET-002 – Leaching Without Previous Gravity Testing.

 

Leaching without Gravity Concentration - Silver Recovery (%)
Time (h) P80  =  125
micron without C
P80  =  125
micron   with C
P80  =  106
micron without C
P80  =    106
micron with C
P80  =  75
micron without C
P80  =  75
micron with C
0 0.0 0.0 0.0 0.0 0.0 0.0
2 23.7 44.9 44.2 52.7 26.7 16.7
6 35.5 44.9 51.9 52.7 36.8 16.7
8 36.3 44.9 47.5 52.7 43.6 58.3
20 46.9 44.9 48.9 52.7 55.1 58.3
24 36.1 44.9 70.3 52.7 48.2 58.3
36 41.5 44.9 37.5 52.7 41.2 58.3

 

GRG/GRS (Gravity Recoverable Gold and Silver: Table 44

 

Table 44: Gold Gravity Concentration Testing.

 

  SAMPLE WEIGHT (g):                                            4000 g
ID Weight
(g)
 

Mass (%)

 

Cumulative Mass (%)

Au

Grade (g/t)

Au (mg)

Cumulative

Au Grade (g/t)

Au

Recovery (%)

 Au

Cumulative Recovery (%)

Milling time
(min)
Conc. 1 47.25   1.18 1.12 50.15 2.370 50.15 35.60 35.60 5
Conc. 2 23.9   0.60 1.8 45.79 1.094 48.69 16.44 52.04 10
Conc. 3 50.4   1.26 3.0 14.86 0.749 34.66 11.25 63.29 19
Tailing 3878.5   96.96   0.63 2.443 1.08 36.71 100  
Feed Recalc. 4000.0       1.66 6.656        
Feed Anal. 4000.0       1.59          
                       

Gravity Concentration Curve: Table 45 and Table 46

 

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Table 45: Gold Gravity Concentration - CRMET - 002 - P80 of 0.075 mm.

 

SAMPLE WEIGHT (g):           4000 g
ID Weight(g)     Mass (%)

Cumulative Mass (%)

 

Au Grade
(g/t)
Au
(mg)

Cumulative

Au Grade
 (g/t)

Au

Recovery (%)

Au

Cumulative Recovery (%)

Pan 6.59   0.16 0.2 316.45 2.085 316.45 33.72 33.72
Conc. 2 11.94   0.30 0.5 23.27 0.278 127.54 4.49 38.21
Conc. 3 5.83   0.15 0.6 105.07 0.613 122.16 9.90 48.11
Conc. 4 28.50   0.71 1.3 18.42 0.525 66.23 8.49 56.60
Conc. 5 19.34   0.48 1.8 7.80 0.151 50.58 2.44 59.04
Tailing 3927.8   98.20   0.64 2.533 1.55 40.96 100.00
Feed Calc. 4000.0       1.55 6.185      
Feed Anal.         1.59        

 

Table 46: Silver Gravity Concentration - CRMET - 002 - P80 of 0.075 mm.

 

SAMPLE WEIGHT (g):           4000 g
ID Weight (g)  

Mass (%)

 

Cumulative

Mass (%)

 

Ag Grade (g/t) Ag (mg)

Ag

Cumulative Grade (g/t)

 

Ag Recovery (%) Ag Cumulative Recovery (%)
Pan 6.59   0.16 0.2 1210 0.797 121.00 8.52 8.52
Conc. 2 11.94   0.30 0.5 9.0 0.107 48.83 1.15 9.67
Conc. 3 5.83   0.15 0.6 39.0 0.227 46.48 2.43 12.10
Conc. 4 28.5   0.71 1.3 9,0 0.257 26.27 2.74 14.84
Conc. 5 19.34   0.48 1.8 6,0 0.116 20.84 1.24 16.08
Tailing 3927.8   98.20   2.0 7.856 2.34 83.92 100.00
Feed Calc. 4000.0       2.34 9.36      
Feed Anal.         2.40        

 

Gravity Concentration followed by Kinetic Leaching Tests:

 

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Table 47 to Table 49

 

Table 47: Gold and Silver Gravity Concentration Before Leaching - CRMET - 002 - P80 of 0.125 mm.

 

SAMPLE WEIGHT (g):         4000
ID Weight
(g)
 

Mass (%)

 

Mass (%)

)

Au Grade
(g/t)
Au
(mg)

Cumulative

Au Grade (g/t)

Au Recovery (%) Au Cumulative Recovery (%)
Conc. 1 54.06   1.35 1.4 62.031 3.353 62.03 52.40 52.40
Tailing 3945.9   98.65   0.772 3.046 1.60 47.60 100.00
Feed Calc. 4000.0     1.47 1.60 6.400      
Feed Anal. 4000.0       1.59        
ID Weight
(g)
   Mass (%)  Mass (%) Ag Grade
(g/t)
Ag
(mg)

Cumulative

Ag Grade (g/t)

Ag Recovery (%) Ag Cumulative Recovery (%)
Conc. 1 54.06   1.35 1.4 18,0 0.973 18.00 10.98 10.98
Tailing 3945.9   98.65   2,0 7.892 2.22 89.02 100.00
Feed Calc. 4000.0       2.22 8.865      
Feed Anal. 4000.0       2.40        

 

Table 48: Gold and Silver Gravity Concentration Before Leaching - CRMET - 002 - P80 of 0.105 mm.

 

SAMPLE WEIGHT (g):                             4000 g
ID Weight (g)  

Mass (%)

 

Cumulative

Mass (%)

Au Grade  (g/t) Au (mg)

Cumulative

Au Grade  (g/t)

Au

Recovery (%)

Cumulative

Au Recovery (%)

Conc. 1 44.96   1.12 1.1 55.847 2.511 55.85 45.78 45.78
Tailing 3955.0   98.88   0.752 2.974 1.37 54.22 100.00
Feed Calc. 4000.0       1.37 5.485      
Feed Anal. 4000.0       1.59        

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ID Weight (g)  

Mass (%)

 

 Cumulative Mass (%) Ag Grade  (g/t) Ag (mg)

Cumulative

Ag Grade (g/t)

Ag

Recovery (%)

Cumulative

Ag Recovery (%)

Conc. 1 44.96   1.12 1.1 19 0.854 19.00 9.75 9.75
Tailing 3955.0   98.88   2.000 7.91 2.19 90.25 100.00
Feed Calc. 4000.0       2.19 8.764      
Feed Anal. 4000.0       2.40        

 

Table 49: Gold and Silver Gravity Concentration Before Leaching - CRMET - 002 - P80 of 0.075 mm.

 

SAMPLE WEIGHT (g):        4000 g
ID Weight (g)  

Mass (%)

 

Cumulative Mass (%)

 

Au Grade (g/t) Au (mg)

Cumulative

Au Grade (g/t)

Au Recovery (%) Cumulative Au Recovery (%)
Conc. 1 29.15   0.73 0.7 84.368 2.429 84.37 43.64 43.64
Tailing 3970.9   99.27   0.800 3.177 1.41 56.36 100.00
Feed Calc. 4000.0       1.41 5.636      
Feed Anal. 4000.0       1.59        
ID Weight (g)  

Mass (%)

 

Cumulative Mass (%) Ag Grade (g/t) Ag (mg)

Cumulative

Ag Grade (g/t)

Ag recovery (%) Cumulative Ag Recovery (%)
Conc. 1 29.15   0.73 0.7 20 0.583 20.00 6.84 6.84
Tailing 3970.9   99.27   2.000 7.942 2.13 93.16 100.00
Feed Calc 4000.0       2.13 8.525      
Feed Anal. 4000.0       2.40        

 

Summary of Gold and Silver Gravity Recovery by grinding size - Sample CRMET-002: Table 50

 

Table 50: Gravity Recovery - Gold and Silver.

 

Size P80 125
micron
106
micron
75
micron
Mesh Tyler 115 150 200
Au Recovery (%) 52.4 45.8 43.64

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Ag Recovery (%) 10.98 9.75 6.84

 

Leaching after Gold Gravity Recovery: Table 51 and Table 52

 

Table 51: Gold Tailings - CRMET - 002 - Leaching after Gravity Testing.

 

Leaching with Gravity Concentration - Tailings Gold Grade (g/t)
Time (h) P80  =  125 micron
without C
P80  =   125
micron  with C
P80  =  105 micron
without C
P80105  =  micron
with C
P80  =  74 micron
without C
P80  =  74
micron     with C
0 0.64 0.64 0.58 0.58 0.75 0.75
2 0.16 0.15 0.12 0.11 0.08 0.07
6 0.14 0.13 0.10 0.09 0.07 0.06
8 0.12 0.09 0.08 0.08 0.06 0.05
20 0.13 0.09 0.07 0.07 0.06 0.08
24 0.09 0.09 0.07 0.01 0.04 0.05
36 0.08 0.08 0.08 0.06 0.07 0.05

 

Table 52: Gold Recovery - CRMET -002 - Leaching after Gravity Testing

 

Leaching with Gravity Concentration - Gold Recovery (%)
Time
(h)

P80=125 micron

without C

P80  =  125 micron with C P80  =  106micron without C P80  =  106micron with C

P80  =  75micron

without C

P80  =  75micron with C
Real Curve Real Curve Real Curve Real Curve Real Curve Real Curve
0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0
2 78.8 65.9 77.3 77.4 82.7 81.3 81.0 81.7 88.3 77,0 90.1 77.9
6 72.3 86.1 80.3 86.9 85.5 89.3 85.0 89.8 91.4 91.9 92.3 92.9
8 82.1 87.1 85.8 87.0 89.0 89.4 86.7 89.8 91.5 92.2 93.7 93.3
20 77.8 87.4 85.9 87.0 88.5 89.4 87.8 89.8 92.3 92.3 89.6 93.3
24 86.9 87.4 86.3 87.0 89.4 89.4 99,0 89.8 93.7 92.3 93.3 93.3
36 87.4 87.4 87,0 87.0 89.0 89.4 89.8 89.8 90.8 92.3 94.0 93.3
K   0.7   1.1   1.2   1.2   0.9   0.9

 

Bond Work index (BWi):

 

The BWi result obtained for the CRMET -003 sample was as 1 5.8 kWh/st equivalent to 17.4 kWh/t.

 

Settling Tests Results: Table 53

 

The settling testing campaign was carried out using the ore ground to a P80 of 0.075 mm, aiming to obtain a 40% solids slurry for the thickening prior to pulp leaching. The test summary is listed in Table 53, which shows that the targeted solids concentration was obtained in all of the tests.

 

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Table 53: Summary of Settling Tests Results.

 

Flocullant % Solids
Feed
Settling Rate
(m/h)
Unit area
(m2/t/d)
O/F
Characteristc
Final % Solids Thickener
Diameter (m)
Type (gpt)
H2O - 20A 5 15 6.22 0.106 clear 52 37
10 15 5.45 0.107 clear 44 38
20 15 8.71 0.118 clear 47 37
15 5 43.56 0.205 clear 40 39
15 11 21.78 0.106 clear 50 52
15 15 4.84 0.106 clear 40 37
15 15 7.26 0.079 clear 49 32
15 20 5.45 0.073 clear 50 31

 

Flotation Tests: Table 54 and Table 55

 

Three exploration flotation tests were carried out to assess the respective gold recoveries. The adopted test conditions were as follows:

 

 

The flotation test results are listed in Table 54.

 

Table 54: Summary of Flotation Tests Results.

 

Test 1 Test 2 Test 3
Parameter Feed Conc. Tail Parameter Feed Conc. Tail Parameter Feed Conc. Tail
Ore (g) 1.000 48.1 951.9 Ore (g) 1.000 57.1 942.9 Ore (g) 1.000 56.5 943.5
% solids 30 18 27 % solids 30 18 27 % solids 30 18 27
Au Grade (g/t) 1.59 26.74 0.32 Au Grade (g/t) 1.59 22.7 0.31 Au Grade (g/t) 1.59 24,0 0.25
Mass Pull (%) 100 4.81 95.19 Mass Pull (%) 100 5.71 94.29 Mass Pull (%) 100 5.65 94.35

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Recovery (%) - 80.8 19.2 Recovery (%) - 81.6 18.4 Recovery (%) - 85.2 14.8

 

Further testing was carried out with sample CRMET 005 by TESTWORK, including gold gravity concentration, leaching and adsorption on activated carbon, together with cyanide neutralization. The obtained results are listed in Table 55. The sample head grades as obtained by SGS-Geosol are listed in Table 55.

 

Table 55: CRMET–005 - Head Sample Analysis.

 

ID Au (g/t) Ag (g/t)
CAS-AL 1-T1 1.00 1.8
CAS-AL 2-T1 4.83 2.4
CAS-AL 3-T1 1.15 3.3
CAS-AL 4-T1 1.21 2.0
CAS-AL 5-T1 0.86 1.9
Average 1.06 2.03
SD 0.16 0.26

 

Gravity Concentration Tests: Table 56

 

Table 56: Gravity Concentration Results – Gold, Silver and Tailing GRG.

 

Gold Silver Tailing
ID Weight (kg)  Mass (%) Au Grade (g/t) Au (mg) Au Recovery (%) ID Weight
(kg)
Mass (%) Ag Grade
(g/t)
Ag
(mg)
Ag Recovery (%)     ID Au (ppm) Ag (ppm)
Concentrate 0.076 0.33% 209.5 15.834 44,5% Concentrate 0.076 0.33% 60,0 4.536 9.8%     CAS-RG1-CT1 0.90 1.7
Tailing 22.92 99.67% 0.86 19.715 55,5% Tailing 22.924 99.67% 1.83 41.952 90.2%     CAS-RG2-CT1 0.81 1.6
Calculated Feed 23.0   1.55 35.549   Calculated Feed 23.0   2.02 46.488       CAS-RG3-CT1 0.88 2.2
Analyzed Feed 23.0   1.06     Analyzed Feed 23.0   2.03         Average 0.86 1.83

 

Kinetic Leaching Test without Activated Carbon: Table 57 and Table 58

 

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Table 57: Leaching Test Results – No Activated Carbon.

 

Conditions of tests: Parameters
% of solids 50% solids
Slurry pH 10.5 -11.0 (adjusted with lime)
P80 105 microns
Residence Total Time 24 hours
Sampling 2, 4, 6, 16, 22, 24 hours.
Analysis Au, CN, pH
Cyanide Initial Conc.   1,000 g/t  
Activated Carbon in the slurry No carbon in pulp

 

Table 58: Leaching Test Results – No Activated Carbon.

 

 

Kinetic Leaching Test with Activated Carbon: Table 59 and Table 60

 

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Table 59: Leaching Test Results – With Activated Carbon.

 

 

Table 60: Leaching Test Results – No Activated Carbon.

 

 

Cyanide Neutralization: Sample CRMET-005: Table 61 to Table 70, Figure 86

 

Table 61: CN Neutralization Using Sodium Metabisulfite (SMBS) as Oxidant.

 

 

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The TESTWORK report (2012b) also included leach testing of different samples for assessing variability in gold extraction as a function of ore type and gold grade. The first testing route comprised both gravity and leaching tests while the second route involved leaching test only. Twenty samples identified as CRMET 16 to 36 were classified in three ore types, i.e., oxides, transition, and sulfide, as shown in Table 62.

 

Table 62: Samples Used in the Variability Tests.

 

 

The conditions adopted in the leaching tests were as follows:

 

·            P80 of 0.105 mm.

 

·            Carbon-in-pulp concentration: 18 g/L.

 

·            Solids concentrations: 50% of solids.

 

·            pH: 10.5 to 11.0.

 

·            Initial NaCN concentration: 700 ppm.

 

·            Leaching time: 16 hours.

 

Figure 86 shows the adopted leach test procedures.

 

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Figure 86: Leach Test Procedures - Variability Testing.

 

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The variability test results are presented in Table 63 to Table 70.

 

Table 63: Variability Tests Results – Oxide Samples.

 

 

Table 64: Variability Tests Results – Transition Samples.

 

 

Table 65: Variability Tests Results – Transition Samples.

 

 

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Table 66: Variability Tests Results – Sulphite Samples – South Area.

 

 

Table 67: Variability Tests Results – Sulphite Samples – Centre Area.

 

 

Table 68: Variability Tests Results – Sulphite Samples - Centre Area.

 

 

Table 69: Variability Tests Results – Sulphite Samples - Centre Area.

 

 

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Table 70: Variability Tests Results – Sulphite Samples - North Area.

 

 

Leaching Testes with Gravity Concentration: Table 71 to Table 78.

 

Table 71: Variability Tests Results – Oxide Samples.

 

 

Table 72: Variability Tests Results – Transition Samples.

 

 

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Table 73: Variability Tests Results – Transition Samples.

 

 

Table 74: Variability Tests Results – Sulphite Samples – South Area.

 

 

Table 75: Variability Tests Results – Sulphite Samples – Center Area.

 

 

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Table 76: Variability Tests Results – Sulphite Samples - Centre Area.

 

 

Table 77: Variability Tests Results – Sulphite Samples - Centre Area.

 

 

Table 78: Variability Tests Results – Sulphite Samples - North Area.

 

 

Final report, size distribution and leaching tests: Table 79 to Table 82

 

The TESTWORK (2013b) report also included leaching test results of a sample obtained in the pilot plant test work carried out on sample CRMET – 015 at the facilities of the Instituto de Pesquisas Tecnológicas – IPT, in São Paulo, SP. The size distribution of the sample is listed in Table 79. Table 80 and Table 81 show, respectively, gold distribution by size and gold recovery from the leaching test by size.

 

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Table 79: Pilot Plant Sample - Size Distribution.

 

 

Table 80: Pilot Plant Sample - Gold Distribution.

 

 

Table 81: Gold Recovery by Size Fraction.

 

 

The same sample obtained from the ball milling pilot plant was further ground and used in a gravity test performed in a Knelson MD3 Gravimetric Concentrator under the following conditions:

 

·            Sample mass: 5.0 kg.

 

·            Dilution water flow rate: 5.0 L/minute.

 

·            Applied G-force: 60 Gs.

 

Tailings from the gravity test were leached according to the following conditions:

 

·            Activated carbon concentration: 18.0 g/L.

 

·            PH adjusted to 10-11.

 

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·            Solids concentration: 50% solids.

 

·            Leaching Time: 16 hours.

 

·            Initial NaCN concentration: 700 ppm.

 

The results obtained in the gravity and the leaching tests are shown in Table 82.

 

Table 82: Gold Recovery in Gravity and Leaching Tests.

 

 

10.2.3HDA – 2013 Campaign

 

The work carried out by HDA Serviços in 2013 comprised the following:

 

·            Ore characterization assessments.

 

·            Pilot plant campaign.

 

·            Simulations of comminution circuits - Base Case - mass balance, equipment design, and selection.

 

·            Comminution circuit simulations - six additional scenarios - mass balance, equipment design, and selection.

 

·            Comparison of the Base Case and additional simulated scenarios – equipment, installed power, energy consumption, and consumption of balls and coating.

 

The samples used in the HDA characterization campaign were as follows:

 

 

The results of the tests carried out by HDA are summarized as follows:

 

Impact Resistance Test – DWT, Sample: Full DWT:

 

·            A*b = 60.39 (moderately low).

 

·            A = 61.6.

 

·            b = 0.99.

 

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·            ta = 0.73 (moderately high).

 

·            Specific weight = 2.64.

 

·            Ai = 0.23 (samples: CRMET005, 006 and 007).

 

Bond Work Index (BWi):

 

·            Sample: CRMET005 - Closing screen: 0.105 mm (150# Tyler) → WI = 23.3 kWh/t.

 

·            Sample: CRMET006 - Closing screen: 0.105 mm (150# Tyler) → WI = 22.9 kWh/t.

 

·            Sample: CRMET007 - Closing screen: 0.105 mm (150# Tyler) → WI = 23.5 kWh/t.

 

·            Average CRMET005 to CRMET007 - Closing screen: 0.105 mm (150# Tyler) → WI = 23.2 kWh/t.

 

Sample: Pilot Plant:

 

·            Closing screen: 0.297 mm (48# Tyler) → WI = 11.9 kWh/t.

 

·            Closing screen: 0.210 mm (70# Tyler) → WI = 14.0 kWh/t.

 

·            Closing screen: 0.149 mm (100# Tyler) → WI = 20.8 kWh/t.

 

·            Closing screen: 0.105 mm (150# Tyler) → WI = 23.6 kWh/t (predicted).

 

The comments and conclusions derived from the Borborema Project characterization campaign at this stage of the studies are that the main sample ("Full DWT") indicates moderately low resistance to high-energy particle breakage. Such a characteristic would be suitable for a milling medium such as autogenous or semi-autogenous, as a single particle would be resilient in a high-energy environment. The same characteristics indicate that there will be no particular need to crush pebbles in AG/SAG grinding, as the grinding energy will balance the accumulation of grinding media and consumption within the mill load.

 

The variability assessment indicates two samples with similar characteristics (CRMET 11 and 12), two relatively more resistant (CRMET 009 and 013), along with one significantly less resistant to high particle breakage energy (CRMET 010).

 

The average value of the Bond Index obtained for samples CRMET 005, 006, and 007 are considered very high (23.2 kWh/t). However, the three tests performed on the "Pilot Plant" sample indicated a notable reduction in the BWi value as the test screen opening was increased. Such a bias often results from the combination of grain size and the opening of the BWi test screen. In this case, the intensity of such a reduction, 20.8 kWh/t to 11.9 kWh/t for screen openings of 0.149 mm and 0.297 mm respectively, indicates that high resistance to the type of mineral grinding is driving the balance between grain size and test screen opening. Such a situation is supported by information provided by Crusader that the Borborema material has a significant mica mineral content, which generally show exponentially high BWi values. Although the Abrasion Index was considered average for the three samples tested (CRMET 005, 006, and 007).

 

The above test results indicated that material from the Borborema Project could be suitable for grinding in autogenous or semi-autogenous mills, and it would be unlikely that there would be a need to include a pebble crusher.

 

10.2.4ALS Metallurgy Kamloops – 2013 Campaign

 

In April 2013, ALS METALLURGY KAMLOOPS, Canada prepared a report on the mineralogical study program for the Borborema Project. The objective of this program was to determine the mineralogical status of gold in the Borborema selected samples. To achieve these goals, five composite samples were examined for gold and scanned by QEMSCAN using the Trace Mineral Search (TMS) protocol to locate and quantify occurrences of gold. This system uses a scanning electron microscope to identify the gold, but it can quickly scan the millions of minima needed to complete the analyses. Samples were also tested using a cyanide leaching procedure in bottles on rollers for 48 hours to determine the cyanide leach response. In summary, the unoptimized cyanide leaching tests achieved between 82 and 97 percent gold inheritance for the five Exceptions. Gold search routines, performed on

 

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all samples, located 18 occurrences of gold, which on average were small, but mostly susceptible to cyanide leaching. The relatively small population of gold occurrences located for each composite sample has rendered the relationship between metallurgy and gold mineralogy inconclusive. Additional particle surveys could increase the gold occurrence population, but this would not be recommended. Relatively good leaching performance and evidence of coarse gold from various head-content analyses warrant testing on coarse evidence roller bottles to determine whether leaching gold recovery may be a viable process for this deposit.

 

Chemical composition:

 

The gold grade of the five composite samples was determined by fire assay digestion with AA finish. A summary of the gold head grade data is shown in Table 83.

 

Table 83: Statistical Summary of Gold Head Assaying.

 

 

As shown in the Table 83, the average gold content in the samples ranged from 0.96 to 1.37 g/t Au. Analysis data for a single-head sample exhibited considerable variation. The variation was beyond the standard deviation typical of the analytical method. This suggests sampling errors are often related to the presence of some coarse gold.

 

Gold occurrence:

 

Gold occurrence data for the composites are presented in Table 84, together with Figure 87 and Figure 88. Data were generated by ADIS scans of the composite samples. The following comments may be of interest when reviewing the data:

 

·            A total of around 10 million particles were searched for all composites. Eighteen occurrences of gold were located. On average, gold occurrences had a mean circular diameter of 0.006 mm, which is relatively small. There was evidence of coarse gold, and an occurrence of gold with a diameter greater than 0.022 mm was observed.

 

·            By sample, the gold occurrence data did not indicate a specific trend, however, it is expected that gold will be observed as released or as adhesions that behave well under leaching.

 

·            The population occurrence of gold per sample was relatively low and the analysis may not be indicative of the true distribution of gold. To improve the gold mineralogy statistics, additional particle searches would be needed.

 

·            Gold is associated with quartz and feldspar. Part of the gold was observed with biotite.

 

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Table 84: Summary of Gold Search Statistics.

 

 

 

Figure 87: Distribution of Gold Occurrences by Type.

 

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Figure 88: Distribution of Gold Occurrence and Mineral Association.

 

Leaching test results:

 

Each composite sample was milled to a P80 of 0.105 mm. Forty-eight hour bottle tests on rollers with the presence of cyanide were carried out on the ground sample. Tests were conducted at pH 11, modulated by lime. Cyanide levels of the leach solution were accepted at 1,000 ppm. Oxygen was sprayed into the bottle at the beginning of each leaching period. Table 85 shows the respective reagent consumption, while Figure 89 shows a graph representing the kinetic leaching curves.

 

Table 85: Summary of Cyanide Leach Conditions.

 

 

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Figure 89: Kinetic Response for Gold Leaching.

 

The following comments were highlighted:

 

·            Cyanide consumption was relatively inexpensive, except for the Composite Oxidized sample;

 

·            Lime consumption was relatively high, without optimization, on average around 1.3 kg/t;

 

·            Gold recovery ranged from 82% to 97%;

 

·            The results were relatively good considering that the tests were on individual samples without optimization;

 

·            Bottle testing on rolls with thick material should be considered as a possible process option for this deposit.

 

10.3ALS METALLURGY – 2016 CAMPAIGN

 

In August 2016, Crusader Resources Ltd, the previous owner of the Borborema Project, requested ALS Metallurgy, Australia to carry out a defined program for metallurgical testing (ALS, 2016), except for geological drill holes. Samples were received in September 2016, and the following test work was carried out:

 

·                        Sample preparation and composition.

 

·                        Comminution test work including:

 

o          Determination of resistance to uniaxial resistance (UCS).

 

o          Determination of the specific gravity (SG);

 

o          Determination of the crushing work index (CWi); the JK Drop Weight Test (JKDWT).

 

o          SMC Test (definition of parameters for the SAG mill calculator (Mia; Mic; Mih), A*b; ta;

 

o          Determination of the Bond abrasion index (Ai).

 

o          Determination of the work index for rod mill (RWi).

 

o          Determination of work index for ball mill (BWi).

 

o          Levin test for open circuit grinding.

 

·                        Analysis of granulometric distribution by size.

 

·                        Determination of the head-grade of the composite sample.

 

·                        Mineralogical analysis of samples.

 

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Tests to determine comminution parameters were conducted by JKTech in Australia and are contained in the JKDW AND SMC TEST® REPORT (JKTech Job No: 16001/P73) prepared for ALS Metallurgy WA Perth, Western Australia. JKDW (JK drop weight) and SMC (SAG mill comminution) test analysis data for fourteen samples from the Borborema Project were received from ALS Metallurgy, WA, on January 9, 2017, by JKTech for the JKDW and SMC test analysis. The samples were identified as MET 12-1F (26-29m), MET 12-1F (41-44m), MET 12-2F (41-44m), MET 12-3G (131-135m), MET 12-3G ( 141-145m), MET 12-4F (61-64m), MET 12-4F (73-77m), MET 12-5F (125-128m), MET 12-5F (133-136m), MET 12-6F ( 62-65m), MET 12-6F (72-75m), MET 12-7F (101-104m), MET 12-8F (57-60m) and MET 12-8F (62-65m). Data were analyzed to determine the JKSimMet and SMC Test comminution parameters.

 

SMC test results were forwarded to SMC Testing Pty Ltd for SMC test data analysis. The samples tested were:

 

·            JKDW test - (MET 12-3G (131-135m), MET 12-3G (141-145m) and MET 12-4F (73-77m); and

 

·            SMC test - (MET 12-1F (26-29m ), MET 12-1F (41-44m), MET 12-2F (41-44m), MET 12-3G (131-135m), MET 12-3G (141-145m), MET 12-4F (61- 64m ), MET 12-4F (73-77m), MET 12-5F (125-128m), MET 12-5F (133-136m), MET 12-6F (62-65m), MET 12-6F (72-75m ), MET 12-7F (101-104m), MET 12-8F (57-60m) and MET 12-8F (62-65m)).

 

The analysis and report were completed on January 13, 2017. Summary of test results are described below.

 

Unconfirmed Compressive Strength Determination (UCS):

 

Twenty-seven (27) Exception (full and ¾) were tested for determining the respective unconfined compression strength (UCS), The results are listed in Table 86.

 

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Table 86: Borborema Project: Unconfirmed Compressive Strength Determination.

 

 

Comminution Test Work:

 

A summary of all comminution testing results is presented in Table 87 and Table 88.

 

Table 87: Comminution Test work – Summary I.

 

Drill Hole ID UCS (MPa) Bond Work Indices Bond Ai
kWh/t
CWi RWi BWi  (*)
1F 5.212 - 54.076 8.2 - 8.6 12.1 - 14.3 16.0 - 17.6 0.0804 - 0.1227
2F - - 11.9 - 13.3 16.8 - 17.7 0.1034 - 0.1134
3G 7.753 - 47.924 9.4 - 9.8 10.5 - 12.4 17.4 - 17.6 0.0792 - 0.0946
4F 4.873 - 16.641 7.2 - 8.4 - 17.2 - 18.1 -
5F 26.019 - 54.559 5.9 - 8.0 11.7 15.1 - 17.0 0.1137
6F 6.498 5.2 11.9 17.0 - 18.8 0.1288
7F 24.852 5.9 - 8.4 - 15.1 - 19.1 -
8F 3.644 4.1 - 6.9 - 17.6 -
Note: (*) mesh closure 150 µ        

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Table 88: Comminution Test work – Summary II.

 

 

Size by Size Teste Work:

 

Three composed sub-samples (2F 12, 3G 15 e, 6F 29) were prepared for gold grade by size determinations. The results are shown in Table 89.

 

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Table 89: Gold Grade by Size Results.

 

 

Sub-samples were selected for assaying the elements listed in Table 90.

 

Table 90: Head Assays.

 

 

10.4WAVE INTERNATIONAL/ALS AMMTEC - 2019 CAMPAIGN

 

Wave International (WAVE, 2019) was contracted to conduct a metallurgical testing campaign to validate the mineral processing flow sheet, as well as to enhance the variability studies. The program was conducted by ALS Ammtec in Perth, Australia between July and September 2019. The testing program comprised the following items:

 

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·            Test work to establish optimal leaching conditions (particle size and cyanide concentration) in composite samples.

 

·            Determination of reagent consumption under ideal conditions.

 

·            Leach tests on master composite samples for sequential CIL/CIP (carbon-in-leach/carbon-in-pulp) circuit simulation, equilibrium charging and cyanide detoxification, and establishing operating parameters.

 

·            Cycloning test and investigation to determine the behavior of mica present in the ore.

 

·            Leaching performance on 10 samples for variability study at a grind size of P80 <106 µm.

 

In addition, ALS Ammtec also prepared samples for shipment to Outotec for thickening and filtration tests. OMC - ORWAY MINERAL CONSULTANTS (OMC, 2019) was contracted for the comminution testing.

 

ALS Metallurgical Tests Program

 

Tests were performed with "Master Composite" and Variability samples, according to the following program:

 

·            Direct Cyanide Whole of ore test work Master Composite sample.

 

·            Flotation Tests, Reagents Scheme and Results.

 

·            Direct Cyanide Whole of ore test work Variability sample.

 

·            Equilibrium Carbon Loading test work Master Composite sample.

 

·            Sequential Batch CIP test – Program: JR5276 – gold adsorption data.

 

·            Head Assay – Master Composite and Variability samples.

 

·            SO2/Air (INCO) Cyanide Detoxification test work.

 

·            Borborema Mica Screen Analysis P80 < 0.106 mm.

 

·            Variability Composites: Gravity Separation/Direct Cyanide Leaching test work.

 

·            Semi-quantitative XRD analysis.

 

The obtained results are listed in Table 91 to Table 101.

 

Table 91: Summary Direct Leach Testing - Master Composite.

 

 

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Table 92: Summary Direct Leach Testing.

 

 

Table 93: Summary Direct Leach Testing - Variability Sample.

 

 

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Table 94: Loading Carbon Testing - Master Composite Sample.

 

 

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Table 95: Sequential Batch CIP Test – Master Composite Sample.

 

 

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Table 96: Flotation Tests Conditions and Results.

 

 

Table 97: Head Assay - Master Composite

 

 

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Table 98: Screen Fire Assay Results.

 

 

 

Table 99: Head Assay - Variability Composites.

 

 

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Table 100: SO2/Air (INCO) Cyanide Detoxification Test Conditions and Results.

 

 

 

 

 

Table 101: Mica Screen Analysis.

 

 

Semi-quantitative XRD analysis

 

A master composite sample was submitted to ALS Metallurgy for semi-quantitative X-ray analysis. Table 102 shows the results.

 

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Table 102: X-Ray Semi-Quantitative Assay.

 

 

Comminution Testing Results

 

Comminution tests were performed by JKTech under the supervision of ALS Metallurgy. The following parameters for comminution were evaluated: uniaxial compressive strength (UCS); Bond crushing work index (CWi); Bond ball mill work index (BWi); Bond rod mill work index (RWi), SMC, JKDWT and Bond Abrasion Index (Ai).

 

A summary of the sample inventory and composition ranges is shown in Table 103.

 

Table 103: Summary of Sample Inventory and Composition Interval.

 

 

Table 104 summarizes the comminution test results.

 

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Table 104: Summary of the Comminution Tests.

 

 

 

 

 

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The statistical analysis of the comminution test results is presented in Table 105.

 

Table 105: Statistical Analysis of the Comminution Test Results.

 

 

10.5Opinion of Adequacy

 

i.In QP’s opinion, the Borborema Project samples selected for metallurgical testing represented various ore types and lithologies within the different ore types and deposits. In addition, an overall composite representing the first three years of operation has been tested. The samples tested were not refractory and the mineralization had low concentrations of cyanicides present, suggesting that there will be no obvious environmental concerns.

 

ii.In QP’s opinion, the metallurgical data is appropriate for the estimation of Mineral Reserves.

 

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11MINERAL RESOURCE ESTIMATES

 

The Mineral Resource estimate in support of the Borborema Feasibility Study (FS) report has an effective date of 31 January 2023. Mineral Resource work was performed by SRK Consulting (U.S.), Inc. (SRK) acting as a third-party firm Qualified Person (QP) for Mineral Resources with work completed in late 2022. All definition of terms used in relation to mineral resources comply with SEC Subpart 229.1300.

 

All supporting drilling and geological data were provided by Aura and reviewed by the QP. SRK constructed the block model, performed grade shell modeling of mineralization, interpolation of gold concentrations, scripting of bulk density, assigning Mineral Resource classification methodology based on internationally accepted guidelines (CIM, 2019) and SEC S-K 1300 definitions, and estimation the Mineral Resource statement as presented in this technical report summary.

 

The Mineral Resource block model and all supporting drilling and modeling data are projected in the Borborema local grid (BLG).

 

11.1Key Assumptions, Parameters, and Methods Used

 

Chapter 11 provides an overview of all key assumptions, parameters, and methods used to estimate the mineral resources. The QP has aimed provide sufficient detail on the supporting data, methodology, interpretation, and conclusions associated with the estimation of mineral resources. The specific point of reference as selected by the QP for the Borborema mineral resources is an effective date of 31 January 2023.

 

11.2RESOURCE DRILLHOLE DATABASE

 

The drill hole database (DHDB) supporting the Mineral Resources contains 1,370 drill holes totalling 109,578 m across the entire property effective November 2022. Drilling methods used on the property includes auger, rotary-at-bit (RAB), reverse circulation (RC), and diamond drill core (DDH) drill methods. The RC and DDH drill collar locations are focused on evaluating the north-south trending mineralization while other methods were used further afield for exploration purposes (Figure 90).

 

A breakdown of drilling method, number of holes and total meterage is presented in Table 106. Within the broader property-wide database, 1,041 drill holes intercept the broad gold-mineralization zone, defined as greater than 0.1 g/t Au and are thus utilized in the determination of Mineral Resources. Drilling was conducted from 1985 through 2022 on the Borborema Property.

 

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Figure 90: Oblique view of the Borborema Project site showing drill collar locations.

 

Source: SRK, 2023

 

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Table 106: Drilling database on the Borborema Property.

 

Drilling Method No. Metres
Auger 48 250
RAB 98 238
DD 303 58,519
RC 921 50,571
Total 1370 109,578

 

Source: SRK, 2023

 

11.3Assay

 

The property drilling database contains 74,038 sample intervals within the drilling database that are used for the Mineral Resource estimation. There is limited multi-element analytical data via ICP, but key assay data used to support the mineral resources includes:

 

·            74,038 samples analyzed for Au.

 

·            2,053 samples analyzed for Ag.

 

·            666 samples analyzed for As.

 

·            666 samples analyzed for S.

 

For model construction and estimation, only gold (Au) values were provided to SRK from Aura for data validation and Mineral Resource modeling with the expanded database provided to SRK post-model completion. SRK has recommended re-assay of historical samples for multi-element analyses as well as all future drilling to include an expanded suite of elements for deposit characterization.

 

The average raw sampling interval length is 1 m with some samples at 4 m and 2 m lengths.

 

The Qualified Person notes that there are minor silver occurrences on the property of greater than 10 g/t Ag which should be assessed for their economic potential, in addition to a detailed review of deleterious materials. The lack of incorporating fundamental geochemical data, both potentially economic and deleterious, introduces uncertainly into the model and the ability to predict recoverability, zones of elevated deleterious materials (As, Fe, S, etc.), and the ability to evaluate exploration targets. The Qualified Person has accounted for this lack of data and certainly through Mineral Resource classification.

 

The gold population distribution is shown in Figure 91 as a log-normal histogram chart. Gold values across the property are represented by a log-normal distribution characterized by the majority of samples being low grades (<0.1 ppm Au) with a long tail reaching extreme high grades (>10 ppm Au). Given the type of deposit and nature of mineralization, this is the expected distribution for the gold population which includes targeted holes in the mineralized area along with regional exploration data.

 

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Figure 91: Log histogram of total Au population on the Borborema Property.

 

Source: SRK, 2023

 

11.4Bulk Density

 

There are 29,617 specific gravity (“SG”) measurements from drilling data in the database used for the Mineral Resource Estimate. These measurements are collected from drill core by company personnel using the immersion method via the specific gravity apparatus onsite. The SG data demonstrates low variance across all samples. Within the sulphide zone, the Qualified Person notes the generally unaltered nature and the lithologic similarity of the main two rock types (biotite schist and quartz schist) hosting mineralization. Bulk density was applied to the Mineral Resource block model by oxidation zone including allotment for the mineralized sulphide zone. The applied bulk density values utilized in the Mineral Resource block model by domain are shown in Table 107.

 

Table 107: Assigned bulk density for the Borborema Mineral Resource Block Model.

 

Zone Bulk Density (g/cm3)
Oxide 2.65
Sulfide 2.76
Mineralized Sulfide 2.77

 

Source: SRK, 2023

 

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11.5EXPLORATORY DATA ANALYSIS

 

Exploratory data analysis (“EDA”) was performed focused on gold values in the drilling database as provided by Aura. EDA included an assessment of composite length, high-end outlier analysis, descriptive statistics, and domain assessment within the mineralized grade shells.

 

11.6Compositing and Outlier Analysis

 

SRK reviewed raw, 1 m, 2 m, and 3 m composite lengths to determine material effect or bias on these various composite lengths. A 2 m composite was used for estimation of the estimation of the Borborema resource model. It is this Qualified Person’s opinion that use of a 2 m composite is considered appropriate based on the raw sampling intervals, with the majority collected at 1 m length and other campaigns which used up to a 4 m sample for analyses (Figure 92). This composite length is the same as the previous 2012 model. Table 108 illustrates differences in the compositing lengths reviewed.

 

The population distribution of gold grades is shown in Figure 93. The mean value does not materially vary while the variance is reduced with increasing composite length, as expected.

 

 

Figure 92: Raw sample interval lengths.

 

Source: SRK, 2023

 

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Figure 93: Log histograms of Au (g/t) by composite length.

 

Source: SRK, 2021

 

Summary descriptive statistics are provided in Table 108 showing minor acceptable differences between raw data and the three composite lengths. The summary composite length comparison is presented in Table 109.

 

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Table 108: Summary Au and SG descriptive statistics by composite length.

 

Raw data (Leapfrog project export)
Column Count Mean Median Min Max Variance StDev CV IQR Outlier
AuPPM 72116 0.353 0.031 0.001 208 3.9 1.975 5.6 0.18 0.46
SG 29617 2.724 2.74 2.63 2.74 0 0.039 0.01 0 2.74
1m comp
Column Count Mean Median Min Max Variance StDev CV IQR Outlier
AuPPM 84799 0.304 0.02 0.001 208 3.21 1.792 5.9 0.139 0.3575
SG 35988 2.723 2.74 2.63 2.74 0 0.04 0.01 0 2.74
2m comp
Column Count Mean Median Min Max Variance StDev CV IQR Outlier
AuPPM 42925 0.303 0.03 0.001 119.1 1.97 1.405 4.64 0.182 0.463
SG 18125 2.723 2.74 2.63 2.74 0 0.04 0.01 0 2.74
3m comp
Column Count Mean Median Min Max Variance StDev CV IQR Outlier
AuPPM 28772 0.301 0.033 0.001 82.12 1.43 1.195 3.97 0.205 0.5205
SG 12152 2.723 2.74 2.63 2.74 0 0.038 0.01 0 2.74

 

Source: SRK, 2021

 

Table 109: Summary length statistics for composite length analysis.

 

  COUNT AVG ENGTH MIN MAX MEDIAN CV
raw 72786 1.181 0.2 200 1 1.07
1 m 85322 1.000 0.5 1.49 1 0.02
2 m 43084 1.988 0.5 2.48 2 0.06
3 m 28845 2.958 0.5 3.48 3 0.09

 

Source: SRK, 2021

 

A comparative, upper capping analysis was performed to assess for potential gold outliers and review the potential estimation impact. Figure 94 and Figure 95 illustrate the log probability charts used to assess the impact of Au capping on both raw and composited Au data, respectively. SRK selected multiple upper-end capping limits and various domains to assess local and global sensitivity and impacts of capping. Ultimately, a 20 g/t Au upper cap value from 2 m composited data was set as the upper capping limit within the broadly defined mineralized domain defined by a numeric indicator model at a 0.1 g/t Au threshold. The impact of this upper cap resulted in the capping of 54 composites, 3.3% total metal loss while obtained a 26% improvement in the Coefficient of Variation ("CV”) (Figure 94). It is the QP’s opinion that application of this upper capping limit is appropriate, provides a higher confidence in the estimated values, at an immaterial loss of metal across the entire Borborema block model.

 

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Figure 94: Capping analysis on raw data.

 

Source: SRK, 2021

 

 

Figure 95: Capping analysis on 2 m composites.

 

Source: SRK, 2021

 

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11.7Statistical Analyses

 

SRK performed statistical analyses on the drilling database provided by Aura. The database initially only contained gold (Au) values, but additional multi-element analyses were provided after the model was completed in late 2022. Table 110 provides summary descriptive statistics for the entire Borborema drilling database for several key elements. Elements in addition to Au were assessed as part of the EDA but the Qualified Person notes these data are not incorporated in the modeling but are for general informational purposes only.

 

Table 110: Summary descriptive statistics for raw assay data.

 

  Au_ppm Ag_ppm As_ppm S_pct W_ppm Sb_ppm
Mean 0.353 0.91 81.01 0.199 7.43 2.83
Median 0.03 0.5 2.5 0.095 5 2.5
Mode 0.005 0.25 2.5 0.01 5 2.5
Standard Deviation 2.0 2.1 194.0 0.3 38.8 1.8
Sample Variance 3.9 4.6 37634.4 0.1 1505.2 3.2
Minimum 0.0005 0.03 0.2 0.005 0.6 0.02
Maximum 208 43 1775 2.71 930 9
Count 74038 2053 666 666 666 666

 

Source: SRK, 2023

 

As part of the EDA, SRK performed a variety of grade shell modeling analyses to assess a reasonable volume which represents the broad mineralized envelop across the deposit. Ultimately, a gold mineralization grade shell was constructed at a 0.1 g/t Au threshold using the indicator numeric modeling function in Leapfrog® Geo software (Figure 96). This volume was generated based on the 2 m composited, uncapped samples, a probability value (ISO value) of 0.4, spheroidal interpolant with a 350 m base range. The resultant volume is a satisfactory representation of gold mineralization across the Borborema Property. This mineralized shell was used to evaluate zones of continuous gold mineralization and negate the influence of anomalous samples outside the main mineralized area of interest. Summary statistics are provided in Table 111 for data in and out of the 0.1 g/t Au grade shell as well as the capped gold data population.

 

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Figure 96: Oblique view of 0.1 g/t Au grade shell with drilling.

 

Source: SRK, 2023

 

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Table 111: Summary descriptive statistics for 2 m composited uncapped and capped Au by mineralization Shell.

 

Variable Volume 0.1 g/t shell Count Mean Min Max Median Variance StDev CV IQR Outlier
Au capped (g/t) All   75,769 0.333 0.001 20 0.04 1.42 1.19 3.58 0.18 0.46
Au capped (g/t) mineralized Inside 31,282 0.642 0.001 20 0.20 2.48 1.58 2.45 0.49 1.30
Au capped (g/t) mineralized Outside 29,859 0.064 0.001 20 0.01 0.13 0.36 5.65 0.03 0.09
Au (g/t) All   75,769 0.355 0.001 208 0.04 3.87 1.97 5.54 0.18 0.46
Au (g/t) mineralized Inside 31,282 0.673 0.001 120 0.20 4.89 2.21 3.29 0.49 1.30
Au (g/t) mineralized Outside 29,859 0.071 0.001 202 0.01 1.54 1.24 17.44 0.03 0.09

 

Source: SRK, 2023

 

A histogram showing the log normal distribution of capped gold values within the 0.1 g/t Au grade shell is shown in Figure 97. The capped and composited gold values contained within the 0.1 g/t Au mineralized grade shell represent the baseline data used in the Mineral Resource Estimate.

 

 

Figure 97: Log-histogram of capped Au composite values within the 0.1 g/t Au grade shell.

 

Source: SRK, 2023

 

11.8Spatial CONTINUITY

 

The spatial continuity of gold grades across the Borborema deposit was assessed though experimental and modeled semi-variograms calculated using Leapfrog® Geo and Isatis software. SRK calculated multiple experimental semi-variograms investigating the sensitivity of continuity parameters to multiple thresholds on indicator grade shells and differences between drilling methods (DDH and RC).

 

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Summary findings from the variography analyses includes:

 

1.          The nugget effect is relatively consistent across multiple sensitivity trials at 40% to 50% of the sill regardless of grade shell, capping, or exclusion of RC data. Given the known deposit style of orogenic gold, observed mineralization in core, the two styles of observed gold mineralization (free and sulphide hosted), and spatial distribution of grades, a high nugget effect is expected.

 

2.          Ranges are short, typically less than the 50 m. This is also the mean drill spacing across the deposit which indicates a relatively low degree of continuity between samples. SRK notes that this is a common feature in some low continuity deposits where the range will appear correlated with drill spacing and may result in early-project over confidence at wider spacing drilling.

 

3.          Anisotropy varies by grade shell with the lower grade shell thresholds (0.1 and 0.2 g/t Au) showing continuity trends along the main north-south structure while higher grade shell’s (0.5 and 1.0 g/t Au) show the major direction of continuity to be oblique of the north-south structure. This finding may support a theory of higher-grade, secondary shoots that are oriented oblique to the main structure.

 

Example variography is shown using the main two grade shells for the same capped composites in Figure 98 and Figure 99 with summary variography parameters shown in Table 112. Ultimately, the spatial continuity analysis was conducted on composited and capped data constrained by grade shells as no geological domain model has been constructed at Borborema. Final modeled variography used for estimation purposes is shown in Table 112.

 

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Figure 98: Variography within the 0.2 g/t Au grade shell – capped at 20 g/t Au.

 

Source: SRK, 2021

 

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Figure 99: Variography within the 1.0 g/t Au grade shell – capped at 20 g/t Au.

 

Source: SRK, 2023

 

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Table 112: Summary modeled variography by estimation zone.

 

Search Neighborhood Direction Nugget Structure
Variogram Name Dip

Dip

Azimuth

Pitch Variance Nugget

Normalized

Nugget

Sill

Normalized

Sill

Structure Major Semi-major Minor
Variomodel_0.2GS_2m_cap20 35 95 170 2.1 1.0 0.5 1.4 0.66 Spherical 50 16 6
Variomodel_0.5GS_2m_cap20 35 95 75 3.9 2.1 0.55 2.0 0.51 Spherical 50 45 6
Variomodel_1.0GS_2m_cap20 35 95 175 7.7 3.9 0.5 5.3 0.69 Spherical 50 30 6

 

Source: SRK, 2023

 

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11.9GEOLOGIC MODEL

 

The Borborema Mineral Resource block model does not utilize a lithological model to confine the grade estimation but instead, utilizes multiple gold grade shells to define estimation domains. This approach was used due to the inability to model lithostratigraphic correlations across the deposit due to a lack of detailed structural data from drill core. As the gold mineralization is predominantly controlled by a primary structural zone trending north-south and dipping ~35° to the east, it was this orientation which was used to define the broad grade shell directionality and trend.

 

The Mineral Resource block model utilized a minimum 0.2 g/t Au grade shell to constrain the broad gold estimation and thus, define the overall mineralization envelop with potential for economic material. Within the 0.2 g/t Au grade shell, SRK has utilized two additional nested gold grade shells of 0.5 and 1.0 g/t Au, also created in Leapfrog® Geo using the indicator numeric modeling tools. Parameters of the indicator grade shells include a 0.4 ISO value (probability), anisotropic trend aligned with the primary mineralization zone at 35° dip and 90° dip direction. The indicator interpolant utilized a spheroidal model with a base range of 300 m.

 

As a check, SRK calculated indicator grade shells at the following thresholds: 0.1, 0.15, 0.2, 0.3, 0.4, 0.5, 1.0, 1.25, 1.5, and 2.0 g/t Au using 2 m composited data. These indicator shells were assessed for sensitivity by varying the input parameters (range, probability, etc.), and reviewing the spatial continuity of grade (Figure 100). From these shells, a generalized zonation of gold grades can be inferred (Figure 101) but SRK notes that these areas of interpreted mineralization are not considered conclusive nor are they supported by robust field observational data but represent one potential interpretation of grade distribution based solely on statistics.

 

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Figure 100: Longitudinal view of Au grade shells, viewing west.

 

Source: SRK, 2023

 

In addition to reviewing how spatially continuous the multiple grade shells appear, summary statistics ( Table 113 through Table 115Table 114) from each shell were compared to determine the percentage of internal dilution or robustness (how many samples of below-threshold were incorporated in each grade shell).

 

Summary findings from the grade shell sensitivity analysis include:

 

·            Use of the 0.1 g/t Au grade shell is considered satisfactory in delineating minimal mineralization from areas of no or trace gold occurrences.

 

·            A 0.2 g/t Au grade shell improves mean internal grade values by 20%, thus removing a material portion of low-grade material on the edges of the mineralized area.

 

·            Spatial continuity of all grade shells appears satisfactory up to 1.0 g/t Au, after which the high-grade portion appears highly discontinuous.

 

·            Overall, the mineralization appears to be consistent along two main, sub-parallel zones with strike consistent with historical interpretation (Figure 101) for the discrete two higher-grade zones.

 

Additionally, based on the spatial continuity observed across the various grade shells, a secondary structural component controlling higher-grade mineralization is possible along with potential separation of the pellitic and psammitic lithology (Figure 14-12). This image uses a combination of the 0.6 g/t Au and the 1.0 g/t Au grade shells to demonstrate the spatial distribution and potential separation based on lithology. SRK notes these shells shown in Figure 14-12 do not correspond to estimation grade shells. Whether these zones correspond to receptive lithology or increase in secondary structures amenable for gold deposition is unknown based on the limited data provided, but it is recommended that further analyses be conducted.

 

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Figure 101: SRK interpretation of grade shell mineralization.

 

Source: SRK, 2021

 

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Table 113: Summary statistical evaluation of the 0.2 g/t Au grade shell.

 

  ISO Threshold
0.2 g/t Au Grade Shell 40%  0.30
Indicator Statistics    
Total number of samples 30,455  
Cut-off value 0.3  
  ≥ cut-off < cut-off
Number of points 7,511 22,944
Percentage 24.66% 75.34%
Mean value 1.29436 0.0660627
Minimum value 0.3 5.00E-04
Maximum value 101.021 0.29715
Standard deviation 2.54742 0.0739537
Coefficient of variance 1.96808 1.11945
Variance 6.48932 0.00546914
Output Volume Statistics    
Resolution 20  
Iso-value 0.4  
  Inside Outside
≥ cut-off    
Number of samples 5,705 1,806
Percentage 18.73% 5.93%
< cut-off    
Number of samples 2,689 20,255
Percentage 8.83% 66.51%
All Points    
Mean value 1.00631 0.126501
Minimum value 0.0005 5.00E-04
Maximum value 79.45 101.021
Standard deviation 2.15857 0.784754
Coefficient of variance 2.14504 6.20354
Variance 4.65944 0.615838
Volume 30,851,303 486,168,985
Number of parts 6 4
Dilution 32.0%  
Exclusion 24.0%  
Model vs. Bound Volume % Diff 517,020,288 6%

 

Source: SRK, 2021

 

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Table 114: Summary statistical evaluation of the 0.5 g/t Au grade shell.

 

  ISO Threshold
0.5 g/t Au Grade Shell 45% 0.50
Indicator Statistics    
Total number of samples 30,455  
Cut-off value 0.5  
  ≥ cut-off < cut-off
Number of points 5,055 25,400
Percentage 16.60% 83.40%
Mean value 1.73549 0.0970391
Minimum value 0.5 5.00E-04
Maximum value 101.021 0.49979
Standard deviation 3.00757 0.119263
Coefficient of variance 1.73298 1.22902
Variance 9.04548 0.0142236
Output Volume Statistics    
Resolution 20  
Iso-value 0.45  
  Inside Outside
≥ cut-off    
Number of samples 2,491 2,564
Percentage 8.18% 8.42%
< cut-off    
Number of samples 987 24,413
Percentage 3.24% 80.16%
All Points    
Mean value 1.56858 0.214338
Minimum value 0.015 5.00E-04
Maximum value 79.45 101.021
Standard deviation 2.95829 0.88891
Coefficient of variance 1.88597 4.14724
Variance 8.75151 0.790162
Volume 11,153,160 505,867,128
Number of parts 4 2
Dilution 28.4%  
Exclusion 50.7%  
Model vs. Bound Volume % Diff 517,020,288 2%

 

Source: SRK, 2021

 

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Table 115: Summary statistical evaluation of the 1.0 g/t Au grade shell.

 

  ISO Threshold
1.0 g/t Au Grade Shell 40% 1.00
Indicator Statistics    
Total number of samples 31,598  
Cut-off value 1  
  ≥ cut-off < cut-off
Number of points 2,578 29,020
Percentage 8.16% 91.84%
Mean value 2.72687 0.147062
Minimum value 1 5.00E-04
Maximum value 101.021 0.9964
Standard deviation 3.96387 0.209367
Coefficient of variance 1.45364 1.42367
Variance 15.7123 0.0438346
Output Volume Statistics    
Resolution 20  
Iso-value 0.4  
  Inside Outside
≥ cut-off    
Number of samples 527 2,051
Percentage 1.67% 6.49%
< cut-off    
Number of samples 298 28,722
Percentage 0.94% 90.90%
All Points    
Mean value 2.35567 0.303973
Minimum value 0.02 5.00E-04
Maximum value 79.45 101.021
Standard deviation 4.24774 1.12963
Coefficient of variance 1.8032 3.71621
Variance 18.0433 1.27606
Volume 2,738,051 755,675,242
Number of parts 2 1
Dilution 36.1%  
Exclusion 79.6%  
Model vs. Bound Volume % Diff 758,413,293 0%

 

Source: SRK, 2021

 

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11.10Oxidation Model

 

SRK utilized an oxidation boundary surface constructed in 2012 by the previous site owner to discriminate oxide from sulphide mineralization as the logging data was considered too variable and of lower confidence to construct this surface. The oxidation model is used to code bulk density in the resource block model, shown in Figure 102. The boundary surface provided was not reviewed prior to use in the 2022 model as lithologic logging was deemed unreliable for an assessment. SRK notes the surface is utilized to provide an approximate indicator of the transition but recognizes the confidence in the boundary is considered poor. Additionally, no transition zone between the oxidation and reduced areas was modeled. Therefore, the simplicity of the oxidation boundary is in question and the Qualified Person has accounted for this uncertainly through Mineral Resource classification.

 

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Figure 102: North looking, vertical cross section showing oxide and sulphide zones with drilling.

 

Source: SRK, 2022

 

11.11BLOCK MODEL

 

SRK created a digital 3-D Mineral Resource block model using Leapfrog® Geo software in late 2022. The model extents and block size were influenced by the property extents, geometry of mineralization, previous block model (2012), expected selective mining unit (SMU), and mean data spacing across the deposit which is nominally 50 m. The 2022 Mineral Resource block model construction parameters are shown in Table 116 with Figure 103 illustrating the spatial extents of the model. The block model and supporting data are in the local Borborema deposit grid.

 

Table 116: 2022 Borborema block model parameters.

 

Parameters (m) X Y Z
Origin 9745 19080 530
Offset 775 3350 400
Block Size 25 25 5
Sub-block size 5 5 2.5
Rotation None

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Source: SRK, 2022

 

Variables in the 2022 Mineral Resource block model include:

 

·            Broad zone of mineralization based on the 0.2 g/t Au grade shell.

 

·            Oxidation model domain: oxidized or reduced (sulphide).

 

·            Assigned bulk density (g/cm3).

 

·            Estimated gold grade (g/t Au).

 

·            Economic pit shell (as provided to SRK by Aura).

 

·            Mineral Resource classification.

 

The Qualified Person notes that the model may be improved based on multiple recommendations as summarized in Section 26 of this technical report.

 

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Figure 103: Borborema block model extents.

 

Source: SRK, 2022

 

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11.12GRADE INTERPOLATION

 

The 2022 Mineral Resource block model gold grade was estimated using Ordinary Kriging (“OK”) and inverse distance weighted squared (“IDW2”) methodologies constrained within soft-boundaried, nested grade shells at 0.2 g/t, 0.5 g/t, and 1.0 g/t Au indicatory grade shells (Figure 14-12). This method was selected as preferred after multiple trials of various grade shells, alternative estimation methods, and changing search neighborhood parameters were reviewed by SRK. The aim of the nested grade shell approach is to constrain higher grade gold mineralization into specific zones of occurrences while limiting the potential over-influence of outlier high-grade composites to impact the mean block grades. Due to the lack of modeled structural and geological information, it is SRK’s opinion that the nested shell approach provides a satisfactory representation of gold distribution across the Borborema deposit.

 

The 2012 historical Mineral Resources utilized a multiple indicator kriging (“MIK”) estimation method. This method utilized multiple indicator bins across the gold population distribution for the deposit and aims to account for spatial continuity differences between bins to reproduce the input histogram. SRK reviewed this methodology but determined that MIK may result in an over-estimate of high-grade samples due to limited data in upper indictor bins and an over-reliance on modeled indicator variography, which commonly display poor robustness or well-structured semi-variograms. It is the Qualified Persons opinion, that the 2022 estimation approach is an improvement over the MIK estimation method because it utilizes more data in less bins, resulting in robust spatial continuity assumptions, is constrained within multiple grade shells assessed for continuity and quality and maintains the ability to control the extreme high-grade samples that may bias Mineral Resource estimation.

 

The near surface oxidized zone domain is not utilized for gold grade domains but are utilized to account for differences in recovery assumptions and bulk density. There is limited evidence of different gold grade distributions between the oxide and reduced zones, no mineralogical supporting data suggesting the spatial continuity of oxide gold zones, and a relatively low confidence in the oxide-reduced zone boundary, as discussed in the previous section.

 

SRK utilized a nested, soft-boundary grade shell technique with shells at 0.2, 0.5, and 1.0 g/t Au to limit the influence of outlier data to the broader mineralized volume which displays general lower-grade attributes. A multi-pass method was used for estimation based on domains defined by gold grade shells as described in Section 14.3. The pass method was implemented to ensure all blocks within the model contain grade and provide a quantitative means of assessing the relative confidence to aid in classification due to the less restrictive nature of each progressive pass search neighborhood. Summary search neighborhoods by domain and pass are presented in Table 117. No variable orientation was utilized due to the consistent planar nature of the mineralization.

 

It is the Qualified Person’s opinion that the 2022 Mineral Resources for the Borborema deposit represents a satisfactory evaluation of the quantity and quality of material as it pertains to gold mineralization. The model is considered acceptable for use in mine planning and the reporting of Mineral Resources under S-K 1300 disclosure guidelines.

 

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Table 117: Summary neighbourhood search parameters by estimation pass.

 

General Ellipsoid Ranges (m) Ellipsoid Directions Number of Samples Outlier Restrictions Drillhole Limit Discretization
Interpolant Name Method Domain Boundary Composites Max. Interm. Min. Dip Dip Azimuth Pitch Min. Max. Method Distance (m) Threshold Max Samples per Hole X Y Z
OK_Au_cap20_0.2GS_P1 OK 0.2 g/t Au grade shell Soft Au_ppm_cap20 100 30 12 35 95 170 4 6 Clamp 50 10 3 5 5 5
OK_Au_cap20_0.2GS_P2 OK 0.2 g/t Au grade shell Soft Au_ppm_cap20 100 40 10 35 95 170 3 6 Clamp 50 10 2 5 5 5
OK_Au_cap20_0.5GS_P1 OK 0.5 g/t Au grade shell Soft Au_ppm_cap20 60 30 5 35 95 13 4 6 Clamp 50 10 3 5 5 5
OK_Au_cap20_0.5GS_P2 OK 0.5 g/t Au grade shell Soft Au_ppm_cap20 80 60 10 35 95 13 3 6 Clamp 50 10 2 5 5 5
IDW2_Au_cap20_0.20GS_P3 IDW2 0.5 g/t Au grade shell Soft Au_ppm_cap20 200 150 75 35 95 170 2 6 None       5 5 5
OK_Au_cap20_1.0GS_P1 OK 1.0 g/t Au grade shell Soft Au_ppm_cap20 60 30 6 35 95 145 4 6 Clamp 25 10 3 5 5 5

 

Source: SRK, 2022

 

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11.13MODEL VALIDATION

 

The 2022 Mineral Resource block model was validated by SRK using a combination of visual and statistical comparisons to raw drilling and composited as spatially de-clustered data in a nearest neighbor estimation. Validation was performed using a combination of Leapfrog® Geo and X-10 Geo software. It is the Qualified Person’s opinion that the 2022 Mineral Resource block model is satisfactory for use in the prediction of quantity and quality of material for mine planning, economics, and associated studies as well as for the application of Mineral Resource classification and reporting.

 

Though the Borborema deposit was historically mined, no production reconciliation data was available to SRK for model validation purposes. SRK notes that given the high variability of the gold mineralization, challenges with lack of lithological-based domains, and the nested grade shell approach to estimation, future model updates would be improved if production data can be utilized for both model calibration of estimation parameters and in reconciliation of the block model.

 

11.14Visual Comparison

 

The estimated block gold grades and raw drilling intervals were compared visually along west to east vertical cross sections on the property. The Qualified Person notes challenges in visual block validation due to the high nugget effect, block geometry, and low continuity of gold grades across the deposit but also notes that detailed visual inspection appears satisfactory for block volume estimates considering drill sample variance. Example cross sections used in the visual validation are presented in Figure 104 and Figure 105.

 

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Figure 104: Vertical cross section looking north showing blocks and drilling coloured by gold values (ppm Au).

 

Source: SRK, 2022

 

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Figure 105: Vertical cross section looking north showing blocks and drilling coloured by Gold Values (ppm Au).

 

Source: SRK, 2022

 

11.15Comparative Statistics

 

The 2022 Mineral Resource block model was validated using a variety of statistical comparisons and analyses. These include general descriptive statistics comparing composite grades and estimated block grades along with swath plots for mean spatial comparisons of data. It is the Qualified Person’s opinion that the 2022 Mineral Resource model provides acceptable validation and correlation with de-clustered composite grades to support confidence in Mineral Resource classification. Differences in observed grades between raw, composited, spatially de-clustered composites (represented as the nearest neighbour (“NN”) estimate), and block gold values are explained by a combination of volume-variance differences, locally clustered drilling data, and the discontinuous nature of the deposit (i.e., high nugget effect and short ranges).

 

In reviewing general statistics of estimated blocks (Table 118), the estimated block grades show a lower variance than the de-clustered composited values which is expected given the volume-variance relationship of comparing point composite data with estimated block volumes (Figure 106). Comparing mean values between the spatially de-clustered composites with estimated block gold grades show satisfactory comparison.

 

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A swath plot analysis was performed to assess conditional bias or smoothing and demonstrates that when comparing the estimated block grades via OK to the NN estimate, the mean values show strong correlation (Figure 107). Given that NN represents spatially de-clustered composites, this suggests only minor clustering of data, evident in the historical pit area.

 

Table 118: Statistical comparison of block and composited Au grades.

 

Estimated Au (g/t) Block Grades Nearest Neighbor Au (g/t) Grades
Blocks within Econ Shell De-clustered within Econ shell
Block Count 260,381 Block Count 260,381
Volume 33,766,812 Volume 33,766,813
Mean 0.875 Mean 0.876
SD 0.755 SD 1.577
CV 0.863 CV 1.800
Variance 0.570 Variance 2.486
Minimum 0.025 Minimum 0.0005
Q1 0.381 Q1 0.182
Q2 0.635 Q2 0.420
Q3 1.093 Q3 0.940
Maximum 8.25 Maximum 20.00

 

Source: SRK, 2022

 

Note: Spatially de-clustered composited data is assessed using the nearest neighbor estimate.

 

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Figure 106: Distribution comparison between composites (Left) and blocks (Right).

 

Source: SRK, 2022

 

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Figure 107: Swath plot for Au estimation - Ordinary Kriging (OK) versus Nearest Neighbour (NN) estimation.

 

Source: SRK, 2022

 

11.16REASONABLE PROSPECTS FOR ECONOMIC EXTRACTION

 

In order to establish SEC required reasonable prospects for economic extraction (“RPEE”) as per the definitions of Mineral Resources, SRK applied an economic cut-off grade (“CoG”) to blocks constrained within an economic pit shell on the Borborema Property. The economic assumptions for establishing the Mineral Resource CoG were provided by Aura and shown in Figure 108. Pricing and other assumptions are considered long-term in nature for establishing Mineral Resources and it is the opinion that these

 

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numbers are acceptable for use in Mineral Resources. The QP reviewed and accepted the economic and engineering assumptions are reasonable for the reporting of mineral resources.

 

 

Figure 108: Economic assumptions for Mineral Resource Cut-off Grade and economic shell

 

(Deswik, 2023).

 

The constraining Mineral Resource pit shell was constructed by Bruno Tomaselli from Deswik, Brazil and provided to SRK. This shell utilizes a 1.0 revenue factor, 37° slope on the west and 60° slope on the east, 2 Mtpy mining rate, and 5% discount rate. A long section of the Mineral Resource pit shell is shown in Figure 109. In Figure 110: Cross Section at 20,400 North (Local Grid) of Reserve and Resource Pit Shella cross-section shows Mineral Resource and Mineral Reserves pits and the area that is representative of Exclusive Mineral Resources.

 

It is the QP’s opinion that use of long-term mineral resource pricing for Au at US$1,800 per troy ounce is considered acceptable. This price was selected in early 2023 based on mean industry analyst consensus outlook projections for gold pricing, projected forward 10 years. At the time of this report’s effective date, the spot and long-term gold price exceeds the applied US$1,800/troy ounce.

 

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Figure 109: Long section, looking west of the economic pit shell. Insert image shows cross section, looking North

 

(Source: SRK, 2022)

 

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Figure 110: Cross Section at 20,400 North (Local Grid) of Reserve and Resource Pit Shell

 

.

 

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11.17MINERAL RESOURCE CLASSIFICATION

 

Mineral Resources are classified in accordance with SEC definitions as outlined in Subpart 229.1300 into Measured, Indicated, and Inferred classifications based on identified uncertainly and risks. Blocks are assigned a classification based on the following criteria:

 

Measured Mineral Resources – the Borborema gold deposit does not contain Measured Mineral Resources at this time due to uncertainties related to:

 

1.          Lack of a lithostructural model in an orogenic gold deposit.

 

2.          Inherent variability of economic gold grades and relatively high nugget effect.

 

3.          Lack of supporting detail on the oxidation model supporting recovery assumptions for near-surface mineralization.

 

4.          Lack of detailed topography survey across the property.

 

5.          Lack of deposit-wide geochemical data to assess the potential for deleterious elements.

 

6.          Inconsistent geological logging across the property.

 

7.          Estimation not accounting for the two identified styles of gold mineralization observed at the deposit.

 

Indicated Mineral Resources – the Borborema gold deposit contains Indicated Mineral Resources based on the following criteria:

 

8.          Validation of analytical gold data used in the estimate demonstrating reasonable alignment between estimated block grades and raw drilling assay.

 

9.          Review of summary QA/QC supporting information providing confidence in assay data.

 

10.      Use of diamond drill core for sample assay resulting in improved confidence of sampling.

 

11.      Mean drill spacing less than or equal to approximately 75 m. This distance to data is considered within the range of continuity based on variography studies.

 

12.      Interpolated block gold grades supported by drilling data on all sides spatially resulting in interpolated data and not extrapolated estimates.

 

13.      Volume contained within the Qualified Person created Indicated classification volume. This volume utilized the spatial distribution of higher quality estimated blocks while removing volumes supported but limited data, extrapolated estimates, and a combination of the items listed above.

 

Inferred Mineral Resources – the Borborema gold deposit contains Inferred Mineral Resources based on the following criteria:

 

14.      Validation of analytical gold data used in the estimate.

 

15.      Review of summary QA/QC supporting information.

 

16.      Use of diamond drill core or RC drilling for sample assay.

 

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17.      Mean drill spacing less than or equal to approximately 100 m.

 

18.      Minor volume of mineralized material extrapolated at depth.

 

19.      Volume within Qualified Person created Inferred classification volume. This volume represents material deemed by the QP to be of higher risk than Inferred Mineral Resources as they do not meet the criteria outlined under Indicated Mineral Resources but still demonstrate RPEE with satisfactory confidence to meet the definition of Inferred Mineral Resources. The QP notes that the volume of Inferred Mineral Resources is considered of lower confidence and not appropriate for use to apply modifying factors for the conversion to Mineral Reserves.

 

11.18MINERAL RESOURCE STATEMENT

 

The Mineral Resource statement is presented in Table 119 with an effective date of January 31, 2023. The Mineral Resource estimate and classification were performed by SRK with resources reported exclusive of mineral reserves.

 

Table 119: Borborema Property – Summary of Gold Mineral Resources as of January 31, 2023, Based on US$1,800 per troy ounce

 

CLASS Au COG OXIDATION MASS AVERAGE TOTAL METAL
(Mt) (Au g/t) (Au Kt oz)
INDICATED 0.33 g/t OXIDE 0.8 0.60 16
SULFIDE 36.9 0.98 1,163
TOTAL IND 37.7 0.97 1,178
INFERRED 0.33 g/t OXIDE 0.1 0.83 3
SULFIDE 10.8 1.13 392
TOTAL INF 10.9 1.13 394

*Notes:

 

1.Mineral Resources are reported exclusive of Mineral Reserves. Mineral Resources are not Mineral Reserves and do not have demonstrated economic viability.

 

2.Mineral Resources have been categorized subject to the opinion of a Qualified Person based on the quality of informing data for the estimate, consistency of geological/grade distribution, data quality, and have been validated using visual and statistical analyses.

 

3.Mineral Resources tonnages and contained metal have been rounded to reflect the accuracy of the estimate, and numbers may not add due to rounding. Total metal is reported on a 100% contained basis.

 

4.The economic CoG for Mineral Resources is 0.33 g/t Au based on the long-term outlook sale price of US$1,800/troy ounce of gold, 92.1% recovery, average mining costs of US$2.00/t, processing costs of US$14.82/t, G&A of US$1.38, and sustaining capital costs of US$0.62/t.

 

5.An overall 61° (east side) and 37° (west side) pit slope angle, 0% mining dilution, and 100% mining recovery have been used.

 

6.Mineral Resources were reported above the economic 0.33 g/t Au CoG and are constrained by an optimized resource pit shell with all material categorized as mineral reserves excluded from the resource calculation. The quantity of Indicated mineral resources listed above represents the Indicated mineral resources locationed outside the mineral reserve pit shell. The quantity of Inferred mineral resources represent Inferred located within the reserve pit shell and the resource pit shell. Inferred mineral resources are not considered to be of sufficient confidence for the application of reserve modifying factors.

 

7.The Qualified Person for Mineral Resources is the third party firm, SRK Consulting (U.S.), Inc. based in Denver, USA.

 

11.19MINERAL RESOURCE SENSITIVITY

 

The sensitivity of Mineral Resources to changes in the economic CoG is presented below through the grade-tonnage curve in Figure 111: Grade - Tonnage curve for Mineral Resources exclusive of Mineral Reserves at Borborema.. As the economic CoG is at 0.33 g/t Au, any material changes to the Project economic assumptions may materially affect the Mineral Resource tonnage and average grades. The Mineral Resources listed in the grade-tonnage curve to demonstrate sensitivity to changes in CoG include both Indicated and Inferred Mineral Resources exclusive to Mineral Reserves.

 

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Table 120: Mineral Resources exclusive of Mineral Reserve Grade-Tonnage Curve for Borborema

 

Cut-off grade (Au g/t) Tonnes ≥ cut-off (millions) Average grade ≥ cut-off   ( Au g/t)
0.10 33.7 0.80
0.15 33.3 0.81
0.20 32.3 0.83
0.25 30.9 0.86
0.30 29.0 0.89
0.35 26.7 0.94
0.40 24.9 0.99
0.45 22.7 1.04
0.50 20.9 1.09
0.55 18.4 1.16
0.60 16.8 1.22
0.65 15.4 1.28
0.70 14.0 1.34
0.75 12.8 1.39
0.80 11.6 1.46
0.85 10.6 1.52
0.90 9.8 1.57
0.95 9.0 1.63
1.00 8.4 1.67
1.05 7.8 1.73
1.10 7.2 1.77
1.15 6.7 1.82
1.20 6.4 1.86
1.25 6.1 1.89
1.30 5.7 1.94
1.35 5.3 1.97
1.40 4.9 2.02
1.45 4.6 2.06
1.50 4.4 2.10
1.55 4.1 2.14
1.60 3.9 2.17
1.65 3.5 2.22
1.70 3.2 2.28
1.75 3.0 2.31
1.80 2.8 2.35
1.85 2.4 2.43
1.90 2.2 2.48
1.95 2.1 2.51
2.00 2.0 2.54

 

Source: SRK, 2025

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Figure 111: Grade - Tonnage curve for Mineral Resources exclusive of Mineral Reserves at Borborema.

 

Source: SRK, 2024

 

11.20UNCERTAINTY AND RISK

 

It is the QP’s opinion that uncertainty and known risks identified at the Borborema deposit is accounted for in the mineral resource classification. Specific items identified that represent risk to mineral resource tonnage and grade as determined by the QP include the following:

 

·The property currently lacks a detailed lithostructural model suitable for use in grade estimation and domaining of gold mineralization on the property. There have been significant structural and lithological studies completed at Borborema by previous owners’ consultants, but this data has not been incorporated into a 3D model. As the gold mineralization is focused along structural pathways with potential differences in metal deposition fertility between the two main rock types, this lack of modeling control on estimation requires the use of indicator grade shells to control the spatial distribution of mineralization. It is the QP’s opinion that the current methodology of using nested grade shells is considered satisfactory for Indicated mineral resources, this known uncertainty may be reduced through detailed petrographic and structural models and updating of gold mineralization domains.

 

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·As observed in other orogenic gold deposits, the QP notes inherent variability of economic gold grades and relatively high nugget effect based on variography studies. These observations result in moderate to high spatial variability and lower continuity of mineralization across the deposit. The QP notes that additional drilling may aid in further defining the short-range variability of Au on the Borborema deposit but based on observed mineralization in core, it is the QPs opinion that this mineral resource risk requires a robust ore control program to manage small scale variability and detailed definition of ore and waste during mining operations.

 

·The oxidation surface is considered rudimentary and lacks detailed support based on mineralogical and chemical data. Though oxide gold mineralization represents a minor component of the mineral resources, the QP notes additional work is required to improve confidence in defining an oxidation, transition, and reduced (sulphide) domains to improve reliability of metal recovery predictions.

 

·The current drilling geochemical database is limited in multi-elemental data. The lack of this data prohibits the property to confidently define the concentration of any potential deleterious materials that may affect recovery or necessitate special handling in waste, tailing, or other operational requirement. Additionally, a robust multi-element geochemical database may provide the ability for Borborema geologists to determine the geochemical signature of pellite and psammite lithologies, thus aiding in lithostratigraphic modeling.

 

·The QP notes an inconsistency in geological logging of historical drilling data across the property. This is not uncommon but prohibits the ability to accurately model the geology across the property. The QP recommends extensive re-logging of all available drill core, chips, and associated samples for improved reliability and consistency in lithological data.

 

Factors that may affect the Mineral Resource statement at Borborema include:

 

·            Ability to accurately perform grade control for short-range mine planning and reconcile production data.

 

·            Changes to metal price, costs, and recovery assumptions in the long-term outlook.

 

·            Changes to the input assumptions on the economic CoG and pit shell including mining, process, capital, and G&A costs, recovery assumptions, and mining dilution.

 

·          Future identification and assessment of potentially deleterious materials or elements that may materially affect the ability to mine or the recovery of gold to the baseline assumptions.

 

·          Changes to the assumptions on the ability for the site to operate related to water, dump and tailings storage, environmental permitting, land title, social license to operation in the local community, and other regulatory or governance changes.

 

11.21COMPARISON WITH PREVIOUS MINERAL RESOURCES

 

The registrant has not previously disclosed mineral resources in a filing with the Commission for the Borborema property. All material assumptions related to the estimation of mineral resources, application of a cut-off grade, generation of an economic pit shell, and classification of mineral resources are outlined in chapter 11 of this Technical Report Summary. The underlying geological controls on mineralization are summarized in chapter 6, exploration techniques and findings in chapter 7, sampling and analytical work in chapter 8, QP data verification in chapter 9, and metallurgical test work and assumptions in chapter 10.

 

11.22OPINION ON INFLUENCE FOR ECONOMIC EXTRACTion

 

In the opinion of the Qualified Person, the Mineral Resource Estimate and statement for the Borborema Project conforms to satisfactory industry practices and satisfies the definitions for disclosure under SEC S-K 1300 regulations. The identified items

 

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relating to mineral resource risk including data, engineering, and economic assumptions can be improved in confidence or resolved with further technical work programs.

 

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12MINERAL RESERVE ESTIMATION

 

12.1INTRODUCTION

 

The Mineral Reserve Estimate for the Borborema Project deposit was reported using the 2014 CIM Definition Standards.

 

Mineral Reserves amenable to open pit mining methods were estimated through an open pit optimization exercise using the Measured and Indicated Mineral Resources in the block model provided by SRK. Mineral Reserves were reported within detailed engineered pit designs and life-of-mine (LOM) plans based on these pit shell designs. The Mineral Reserves inside the engineered pit designs were reported using cut-off grades (COG) estimated by rock type, based on a gold price of US$1,472/oz that includes an allowance for refining costs and a R$:US$ exchange rate of 5.2:1. The Mineral Reserves are contained within two zones. Proven and Probable Mineral Reserves that have an effective date of 31 July 2023 are estimated to be 22.5 Mt at 1.12 g/t Au grade.

 

There are two waste rock disposal areas that will be located on site. Both waste rock storage facilities will be used to dispose of waste from both pits. They are named Waste Rock Storage Facility 1 and 2 (WRSF1 and WRSF2).

 

A high voltage transmission line (HVTL) constrains the pit to the north and a highway paved road (BR-226) constrains the pit to the south.

 

Aura owns the surface rights to the required land in the area and has already been granted the Environmental Installation License (LI) for all the required structures for the pit, except for WRSF2, which will only start operation in 2029.

 

Current open pit mine life is eleven years and four months, not including the pre-stripping period.

 

The envisaged site layout plan is shown in Figure 112 including all pits, waste rock storage facilities and the following limits: highway road (BR-226 road), high voltage transmission line (HVTL) and the environmental installation license (LI).

 

 

Figure 112: Site General Layout.

 

Note: Figure prepared by Deswik, 2023.

 

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Test work and processing results indicate that the Mineral Reserves are all amenable to processing using a conventional gold processing route, which includes comminution, carbon-in-leach (CIL), elution and refining.

 

12.2MINERAL RESERVE STATEMENT

 

The Mineral Reserve Estimates are presented in Table 121. Estimated waste tonnages is 85 Mt.

 

Table 121: Mineral Reserves Borborema Project, Effective Date July 31, 2023.

 

Classification

Tonnage

(kt)

Au Grade

(g/t)

Au Content

(koz)

Proven - - -
Probable 22,455 1.12 812
Total 22,455 1.12 812

 

Notes:

 

1.CIM (2014) definitions were followed for Mineral Reserves.

 

2.Mineral Reserves are 100% attributable to Aura.

 

3.Mineral Reserves are reported on an in situ basis after applying dilution and mining recovery.

 

4.Mineral Reserves have an effective date of 31 July 2023. The Qualified Person for the estimate is Bruno Yoshida Tomaselli, B.Sc., FAusIMM, an employee of Deswik.

 

5.Mineral Reserves are confined within an optimized pit shell that uses the following parameters: gold price including refining costs: US$1,472/oz; mining costs: US$2.40/t weathered material, US$2.80/t waste fresh rock, US$3.20/t ore fresh rock; processing costs: US$14.82/t processed; general and administrative costs: US$2.8 M/a; sustaining costs: US$0.62/t processed; process recovery of 92.1%; mining dilution of 5%; ore recovery of 95%; and pit inter-ramp angles that range from 36–64°.

 

6.Tonnages and grades have been rounded in accordance with reporting guidelines. Totals may not sum due to rounding.

 

The QP is not aware of any risk factors associated with, or changes to, any aspects of the modifying factors such as mining, metallurgical, infrastructure, permitting, or other relevant factors that could materially affect the Mineral Reserve estimate.

 

12.3MINERAL RESERVE ESTIMATION

 

12.3.1RESERVE BLOCK MODEL

 

The mining engineering work related to the pit optimizations and engineered pit designs was carried out using the block models prepared by SRK in December 2022 for the Borborema Project deposit. A parent block size of 25 m x 25 m x 5 m (X, Y, Z) metres was used for the Borborema Project deposit. The models contain blocks coded with the following information:

 

·            Au grade.

 

·            Weathering information (weathered and fresh rock).

 

·            Resource classification (Measured, Indicated, and Inferred).

 

·            Density.

 

Life-of-mine (LOM) final designs have been compiled for the open pits and these were the base used for estimating the Mineral Reserves for the Borborema Project.

 

12.3.2OPEN PIT OPTIMIZATION

 

The open pit optimizations were carried out by means of the Pseudoflow algorithm in Deswik.CAD software (version 2022.2). Using mining costs, processing costs, selling costs, gold recovery values and an overall pit slope, the pit optimizer determines an ultimate pit shell that delineates the volume of material that can be extracted to maximize value.

 

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A series of pit optimizations were produced using a range of revenue factors in order to produce an industry standard pit-by-pit graph. This process was used to evaluate the sensitivity of the pit optimizations to changes in mineral selling prices, as well as to evaluate the effect of the pit size and stripping ratios on the Project net present value (NPV). The optimization process produces a series of nested pit shells that prioritize the mining of the most economic material. Less profitable material (lower grade and / or high strip ratio) is by definition only mined in later pit shells as the input commodity selling price is increased.

 

From these results, appropriate pit shells for the deposit were selected as a basis for the engineered pit designs and Mineral Reserve Estimates. All pit optimizations were run using reasonable and relevant economic, cost, recovery, and pit slope assumptions, and were run on diluted gold grades. Only Mineral Resource blocks classified as either Measured or Indicated were allowed to drive the pit optimizer for Mineral Reserve reporting purposes.

 

12.3.3DILUTION AND EXTRACTION

 

Total dilution is calculated as the sum of planned and unplanned dilution:

 

·Planned dilution: non-ore material (below cut-off grade) that lies within the designed boundaries (mining lines) as determined by the selectivity of mining method, the continuity of the orebody along strike and along dip, and the complexity of the orebody shape.

 

·Unplanned dilution: additional non-ore material (below cut-off grade) which is derived from rock outside the boundaries (mining lines), incorporated due to blast induced over break and/or the difficulty to separate ore/waste during mining excavation.

 

Taking into consideration the geometry of the ore body and the operational shape of the open pit, 5% dilution was assumed.

 

Mining recovery was assumed to be 95% of in situ ore material.

 

12.3.4COST PARAMETERS FOR PIT OPTIMIZATION

 

The key pit optimization parameters used to derive the economic pit shells for the deposits are summarized in Table 122. The optimizations were based on parameters and cost data projected for the Project and based on current quotations for the Project.

 

Table 122: Pit Optimization Parameters.

 

Modifying Factor Value
Gold price US$ 1,500/oz
Gold Refining Charge US$ 28/oz
Royalties (CFEM¹) 1.5% of Gross Revenue
Exchange rate R$ 5.2:US$ 1
Costs  
Mining fixed US$ 0.20/t
Mining weathered US$ 2.20/t
Mining fresh rock ore US$ 3.00/t
Mining fresh rock waste US$ 2.60/t
Processing US$ 14.82/t processed
G&A US$ 2,753,173/year
Sustaining US$ 0.62/t processed
Plant recovery 92.1%
Mining recovery 95%
Total Dilution (planned and unplanned) 5%
Weathered rock pit design parameters  

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Face angle 43.5°
Bench height 20 m
Berm width 6 m
Inter ramp angle 36.5°
Fresh rock pit design parameters  
Face angle 55 – 80°
Bench height 20 m
Berm width 6 m
Inter ramp angle 45 – 64.5°
Ramp width 13.2 m

 

¹ Note: CFEM is the Brazilian government royalty

 

Mining costs were based on the Mining Contract rates quoted for this Project and on current mine scheduling and transportation profiles submitted to the contractor.

 

12.3.5PIT OPTIMIZATION MILL RECOVERY

 

Test work indicated that a gold product is achievable with a metallurgical recovery of 92.1%, based on samples collected on site and test work conducted by ALS.

 

12.3.6CUT-OFF GRADES

 

The cut-off grade is the lowest average grade that a selective mining unit must have before it is considered for mining. Both planned and unplanned dilution are included. The minimum cut-off grade that defines boundary material that should be mined is the mine cut-off grade, and is estimated using the following formula:

 

COG = (M + P + O) / [r * (V – R)]

 

Where:

 

M = mining cost difference between mining as ore and waste material.

 

P = processing cost.

 

O = overhead (general & administrative) cost.

 

r = proportion of valuable product recovered from the mined material.

 

V = value of one unit of valuable product.

 

R = refining costs, defined as costs that are related to the unit of valuable material produced.

 

Considering the parameters and assumptions presented on Table 122, the gold cut-off grade calculated for the Borborema Project is 0.40 g/t Au.

 

12.3.7PIT OPTIMIZATION RESULTS

 

A series of pit shells were run using revenue factors ranging from 10% to 100% of the estimated selling price, at an R$ to US$ exchange rate of 5.0:1, and using the other parameters listed in the sections above. The results of the pit optimization are presented in Table 123 and Figure 113.

 

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Table 123: Pit Optimization Run Results (In Situ Values).

 

Phase RF Tonnage (kt) Waste (kt) Au Grade (g/t) NPV (US$ 000) Strip Ratio
Best Case Worst Case
5 10%  5  6  5.56 932 932 1.11
6 13%  12  9  4.74 1,851 1,851 0.80
7 15%  32  23  3.93 4,143 4,143 0.73
8 18%  47  41  3.57 5,510 5,510 0.86
9 20%  58  57  3.40 6,336 6,335 0.98
10 23%  74  80  3.14 7,373 7,372 1.08
11 25%  103  110  2.84 9,131 9,127 1.06
12 28%  175  204  2.49 13,152 13,144 1.17
13 30%  238  269  2.28 16,061 16,046 1.13
14 33%  291  323  2.16 18,376 18,354 1.11
15 35%  388  502  2.02 22,324 22,287 1.30
16 38%  625  900  1.83 31,141 31,066 1.44
17 40%  1,113  1,822  1.71 49,274 49,115 1.64
18 43%  1,708  3,304  1.66 70,329 69,968 1.93
19 45%  2,031  3,819  1.60 79,396 78,834 1.88
20 48%  2,534  4,970  1.56 93,496 92,565 1.96
21 50%  6,141  15,292  1.48 187,626 184,515 2.49
22 53%  6,554  16,037  1.46 195,989 192,200 2.45
23 55%  7,751  20,023  1.45 221,116 215,247 2.58
24 58%  8,566  23,314  1.44 237,603 230,248 2.72
25 60%  9,548  26,268  1.41 252,260 242,039 2.75
26 63%  12,068  32,962  1.35 286,030 269,167 2.73
27 65%  12,762  34,420  1.33 293,716 274,688 2.70
28 68%  15,622  46,604  1.30 324,178 297,512 2.98
29 70%  16,202  48,012  1.29 329,055 300,190 2.96
30 73%  16,651  49,225  1.28 332,451 301,784 2.96
31 75%  17,408  51,709  1.27 337,695 303,777 2.97
32 78%  18,087  53,754  1.26 341,474 304,230 2.97
33 80%  18,816  55,977  1.24 345,125 304,180 2.97
34 83%  19,393  57,588  1.23 347,422 303,686 2.97
35 85%  20,330  62,315  1.22 350,979 302,467 3.07
36 88%  20,817  63,778  1.21 352,432 301,474 3.06
37 90%  23,155  77,911  1.20 358,269 294,571 3.36
38 93%  23,473  78,703  1.19 358,744 293,186 3.35
39 95%  23,717  79,230  1.18 359,012 291,969 3.34
40 98%  29,131  124,149  1.18 357,604 263,856 4.26
41 100%  29,517  125,844  1.17 357,706 261,649 4.26

 

Note: RF = revenue factor.

 

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Figure 113: Pit Optimization Results.

 

Note: Figure prepared by Deswik, 2023. (US$MM = millions of United States dollars).

 

The 95% revenue factor price shell was selected as the base case for design, considering mine scheduling will be a mix of best case and worst case, this shell generates maximum ore recovery before the worst-case break point.

 

12.4FACTORS THAT MAY AFFECT THE MINERAL RESERVE ESTIMATES

 

The main factors that may impact the Mineral Reserve Estimates are as follows:

 

·            Metal prices and exchange rate assumptions.

 

·            Mining, process, and operating cost.

 

·            Recovery assumptions.

 

The Qualified Person is not aware of any environmental, legal, title, taxation, socioeconomic, marketing, and political or other relevant factors that are not discussed in this Report that would materially affect the estimation of Mineral Reserves.

 

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12.5COMPARISON WITH PREVIOUS ESTIMATE

 

Several factors may contribute to changes in mineral reserves between two fiscal years:

 

·Depletion Due to Production

 

·Changes in the Resource Model

 

·Changes in Commodity Prices and Operating Costs

 

·Methodological Updates

 

·Acquisition or Disposal of Properties

 

The net change in mineral reserves is primarily attributed to the expansion on the southern side of the pit, following the removal of the road constraint. All other assumptions and the block model remain unchanged

 

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13MINING METHODS

 

13.1OVERVIEW

 

At the Borborema Project, the ore is very close to surface and continues at depth. The initial 11 years and 4 months is planned for open pit mining.

 

The proposed mining operations are based on the use of hydraulic excavators and a haul truck fleet engaged in conventional open pit mining techniques.

 

Excavated material will be loaded into trucks and hauled to either the run-of-mine (ROM) pad, the low-grade stockpile, oxide ore stockpile or the waste rock storage facilities (WRSF). Ore excavation and haulage will be monitored by quality control personnel employed by the Geology department and details of material movement will be recorded by a radio dispatch system. Weathered material is considered to be free to dig with transitional material to be lightly blasted to loosen it for digging. Fresh rock will be typically blasted on 5 m benches for ore domain and 10 m benches for the waste domain.

 

13.2GEOTECHNICAL CONSIDERATIONS

 

Deswik utilized the same slope angles suggested by Cascar (Cascar do Brasil, 2019) to run all pit optimization analysis and designs.

 

For the preparation of this study a full assessment of the available technical data was made. A site visit to confirm the main structural features of the pit, check drill hole descriptions for location, depth and validation of previous descriptions were performed.

 

The Borborema Project pit is composed of foliated, bent and transposed, slightly fractured, basically groundless schist rocks, having two distinct rock masses. The upper rock portion, to an average depth of 40 meters, is Class III/IV massive schist, ranging from regular to poor. At 40 metres the rock changes to a Class II / I schist, ranging from good to very good. The pit is aligned with the main local structural features of the Morro Pelado and São Francisco Shear Zones that are parallel to the schistosity/foliation of the lenses of the different schist types.

 

Schist lenses have subparallel direction to the shear zones, but have a smaller dip around 45°, and are extremely bent (corrugated), while the transposition of the bending axes have parallel direction, with sharp dips around 60°. The main ruptures occur in the transpositions. Throughout, foliation and slabbing occur due to foliation waving and cycling (periods of saturation and drying with expansion of placoid minerals). These foliations were mapped by Big River in 2012, which determined failures and foliations with altitude / angle of 125/46° and inferred of 125/60°.

 

There are two important structural features: schistosity/foliation and faults (transposition) with similar directions, but with different dips. The schistosity has a lower dip and is very bent, corrugated and may be responsible for slabbing the face of the individual slopes. Perpendicular joints (fractures) to foliation with high dips (80°) are uncommon and of little persistence, at most 2 metres.

 

Strength parameters were obtained through laboratory tests consisting of simple compression tests, Uniaxial Compressive Strength (“UCS”), and triaxial tests performed on drill hole samples. For the UCS tests, two series of tests were made, the first perpendicular to foliation and another parallel to foliation. Due to the high degree of bending, samples that characterized both foliation positions were selected, but do not necessarily represent the behavior of the rock mass.

 

Average UCS was 105 MPa for the perpendicular to foliation samples and 30 MPa for the parallel to foliation samples.

 

Seven samples were collected for triaxial tests, four perpendicular to foliation and three parallel to foliation. The test results are:

 

·            Samples parallel to foliation

 

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§Cohesion (C): 2.7 Mpa.

 

§Angle of internal friction (Φ): 39°.

 

·            Samples oblique to foliation

 

§Cohesion (C): 16 Mpa (Maximum Envelope), 10 Mpa (Minimum Envelope).

 

§Angle of internal friction (Φ): 58° (Maximum Envelope), 33° (Minimum Envelope).

 

As expected for massive Class II schists, the results show very high cohesion and friction angles, even for the minimum envelope.

 

The Borborema Project mine pit has an elongated geometry in the direction of the main regional structures, i.e., in a northeast-southwest direction. Sectorization was made according to the material change state, structural spatial arrangement, and mechanisms of expected ruptures.

 

Inter-ramp angles (IRA) used for this study are based on geotechnical sectors and are summarized in Table 124.

 

Table 124: Recommended inter-ramp slope angles.

 

Sector IRA

Face Angle

(°)

Bench Height

(m)

Berm Width

(m)

Oxide 36.5 43 20 6
North wall 45 55 20 6
South wall 64 80 20 6

 

For the stability analyses of the open pit mine, the Rocscience Slide2 software (version 9.024) was used aiming to obtain the Factor of Safety for the evaluated geotechnical structure. The generalized strength criteria of Hoek and Brown (2002), Mohr Coulomb, and Barton-Bandis were applied to the regions of shale, saprolite, and foliation zones, respectively. The geotechnical parameters adopted for these regions were obtained based on the reports from BVP Engenharia (2012) and GE21 Consultoria Minerall(2019), and the assumed failure mechanism was non-circular due to the presence of discontinuities. Figure 114 and Figure 115 show the factors of safety for the western portion of the pit, which is considered the most critical section in geotechnical terms.

 

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Figure 114: Stability analysis of the western slope – overall.

 

 

Figure 115: Stability analysis of the western slope - inter-ramp.

 

All the obtained factors of safety from the stability analysis indicate satisfactory safety conditions (FS 1.30), in accordance with international best practices in geotechnical engineering.

 

13.3HYDROGEOLOGICAL CONSIDERATIONS

 

According to Cascar do Brasil (2019), the occurrence of a regional aquifer in the pit region is not expected. Some minor, isolated, low flow springs that will not influence the stability of the slopes may occur. Any spring water will be managed by mining

 

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operations, without the need for dewatering wells. Water will simply be collected and directed to areas where it can be pumped out of the pit, without interfering with mining operations.

 

Precipitation in the basin is in the order of 695 mm and evapotranspiration is 2,645 mm per annum, before infiltration.

 

13.4ENGINEERED PIT DESIGNS

 

The engineered pit designs were completed using the pit optimization shells as a guide to maximize the value and amount of gold recovered inside the ultimate pits. The resulting pit designs include practical geometry that is required in an operational mine, such as the haul road to access all the benches, recommended pit slopes with geotechnical berms, proper benching configuration, and smoothed pit walls. The last benches of both pits have a half ramp design to reduce the amount of stripping necessary to mine the ore from those benches.

 

The following parameters were used to design the final pit:

 

·            Bench height: 20 m.

 

·            Ramp width 2 lanes: 13.2 m.

 

·            Ramp width 1 lane: 9.3 m.

 

·            Ramp maximum gradient: 10%.

 

·            Berm width: 6 m.

 

·            Face angle: 43.5° (oxide), 55° (east wall), 80° (west wall).

 

·            Road constraint south: 40 m from center line for each side.

 

·            High voltage transmission line north: 20 m from center line for each side.

 

The resulting engineered pit designs were used to estimate the Mineral Reserves in this Report and are shown in Figure 116.

 

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Note: Figure prepared by Deswik, 2023

 

Figure 116: Final pit design.

 

13.5GRADE CONTROL

 

Although the Project mineralisation is disseminated, a grade control method should be applied to improve the accuracy and confidence level over the mined grades. A reverse circulation drill is intended to be used in the mine to perform grade control activities.

 

13.6PRODUCTION SCHEDULE

 

Pushbacks or pit phases were designed to drive the mine scheduling. Pushbacks were designed based on pit shells from the pit optimization. Figure 117 shows the designed phases of mine development.

 

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Note: Figure prepared by Deswik, 2023

 

Figure 117: Pushbacks.

 

Mine scheduling assumptions are as follows:

 

·Plant capacity: 2.0 Mtpy.

 

·10 months of pre-stripping operation, totalling 7.2 Mt of material movement (from Apr/24 to Jan/25).

 

·The plant's ramp-up should be without oxidized material, proportions are listed in Table 125.

 

Table 125: Ramp-up target production.

 

Month % of Full Production

Mass of sulphide Ore

(t)

 
 
1 40% 66,667  
2 60% 100,000  
3 80% 133,333  
4 90% 150,000  
5 100% 166,667  

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·Plant operation started on 25/03/25, with production for that month proportional to the number of operating days (7.14 kt).

 

·The maximum proportion of oxidized material in the plant is 10%.

 

·Total material movement: approximately 14 Mtpy.

 

·Sink rate: 100 m (5 benches of 20 m).

 

·Maximum capacity of sulphide stockpile: 5.8 Mt.

 

·Maximum capacity of oxidized stockpile: 850 kt.

 

Table 126 shows the mine scheduling for the Borborema Project. Pre-stripping and the first year of operation is shown on a monthly basis, the second year of operation is shown on a quarterly basis and then annually until the end of the life of mine (LOM). Numbers are based on operational designs for each period. The end of the period operational pits design is discussed in section 24.

 

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Table 126: Mine Scheduling

 

Period

ROM

(kt)

Au

(g/t)

Waste

(kt)

Pit to Stockpile Pit to Plant Stockpile to Plant Plant Feed
Year Month

Oxide

(kt)

Sulphide

(kt)

Oxide

(kt)

Sulphide

(kt)

Oxide

(kt)

Sulphide

(kt)

Mass

(kt)

Au

(g/t)

Au Rec

(koz)

Oxide

(%)

0 1 18 1.45 443 18 0 0 0 0 0 0 0.00 0 0.0
2 6 0.48 483 6 0 0 0 0 0 0 0.00 0 0.0
3 11 0.43 502 11 0 0 0 0 0 0 0.00 0 0.0
4 188 0.95 399 111 77 0 0 0 0 0 0.00 0 0.0
5 29 0.92 636 10 19 0 0 0 0 0 0.00 0 0.0
6 91 0.87 594 46 45 0 0 0 0 0 0.00 0 0.0
7 74 1.42 745 45 29 0 0 0 0 0 0.00 0 0.0
8 32 0.67 828 4 28 0 0 0 0 0 0.00 0 0.0
9 45 0.73 973 10 35 0 0 0 0 0 0.00 0 0.0
1 1 48 1.37 1,026 13 34 0 0 0 0 0 0.00 0 0.0
2 28 0.60 1,108 9 13 0 6 0 1 7 0.89 0 0.0
3 146 0.89 924 48 39 0 59 0 8 67 1.17 2 0.0
4 143 0.81 949 21 67 0 54 0 46 100 1.05 3 0.0
5 223 1.00 947 4 85 0 133 0 0 133 1.42 6 0.0
6 111 1.20 981 0 25 0 86 0 64 150 1.12 5 0.0
7 152 1.17 905 0 61 0 90 0 76 167 1.15 6 0.0
8 91 1.20 911 0 20 0 71 17 79 167 1.01 5 10.0
9 152 1.00 958 0 23 0 129 17 21 167 1.02 5 10.0
10 125 0.78 906 0 52 0 73 17 77 167 0.85 4 10.0
11 124 0.82 789 0 44 0 80 17 70 167 0.82 4 10.0
12 476 1.01 731 0 310 0 167 0 0 167 1.81 9 0.0
2 1-3 689 1.00 2,624 0 293 0 396 50 54 500 1.17 17 10.0
4-6 1,010 1.07 2,314 0 524 0 486 14 0 500 1.35 20 2.8
7-9 862 1.14 2,656 0 362 0 500 0 0 500 1.53 23 0.0
10-12 930 1.56 2,471 66 364 37 463 0 0 500 1.81 27 7.4
3 1-12 3,378 1.26 11,036 501 877 153 1,847 0 0 2,000 1.90 113 7.7
4 1-12 2,941 0.98 10,510 49 1,167 99 1,626 101 174 2,000 1.24 74 10.0
5 1-12 3,483 1.14 10,528 3 1,480 34 1,966 0 0 2,000 1.42 84 1.7
6 1-12 1,760 1.07 11,585 0 637 0 1,123 200 677 2,000 1.07 63 10.0

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Period

ROM

(kt)

Au

(g/t)

Waste

(kt)

Pit to Stockpile Pit to Plant Stockpile to Plant Plant Feed
Year Month

Oxide

(kt)

Sulphide

(kt)

Oxide

(kt)

Sulphide

(kt)

Oxide

(kt)

Sulphide

(kt)

Mass

(kt)

Au

(g/t)

Au Rec

(koz)

Oxide

(%)

7 1-12 2,229 1.02 11,519 0 378 0 1,851 0 149 2,000 1.11 66 0.0
8 1-12 2,015 1.20 1,451 0 452 0 1,563 0 437 2,000 1.30 77 0.0
9 1-12 843 1.28 1,116 2 0 13 828 187 972 2,000 0.93 55 10.0
10 1-12 0 0.00 0 0 0 0 0 200 1,800 2,000 0.55 32 10.0
11 1-12 0 0.00 0 0 0 0 0 161 1,839 2,000 0.55 32 8.1
12 1-12 0 0.00 0 0 0 0 0 0 998 998 0.53 16 0.0
TOTAL 22,455 1.12 84,549 980 7,543 337 13,596 980 7,543 22,455 1.12 748 5.9

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13.7BLASTING AND EXPLOSIVES

 

The drill and blast requirements will include:

 

·Operational bench height: 10 m waste, 5 m ore.

 

·Hole diameter for both ore and waste is 5 inches.

 

·Ore parameters

 

§burden and spacing are estimated at 3.0 m x 3.5 m respectively.

 

§hole length 6.0 m, including 1.0 m subdrill.

 

§stemming 2.0 m.

 

§powder factor of 0.44 kg/t.

 

·Waste parameters

 

§burden and spacing are estimated at 3.5 m x 4.0 m respectively.

 

§hole length 11.2 m, including 1.2 m subdrill.

 

§stemming 2.1 m.

 

§powder factor of 0.37 kg/t.

 

In Brazil the blasting activities for an open pit are generally performed by a contractor, who manages the explosives magazine, down the hole delivery truck fleet. and completes all the paperwork for operational control and for presentation before the authorities to abide by the law and maintain good practice.

 

Estimated explosive and accessories consumption per year of operation is presented in Table 127.

 

Table 127: Explosives and accessories consumption by year.

 

Type Unit Year
0 1 2 3 4 5 6 7 8 9
Emulsion t 1,994 4,412 4,933 5,169 4,776 5,070 4,475 4,704 1,517 790
Booster 340G units 18,572 42,874 51,420 53,205 48,719 52,591 43,232 46,369 18,093 8,924
Delay Detonators - 9M units 3,530 12,980 24,660 23,863 20,776 24,601 12,433 15,745 14,235 5,957

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Type Unit Year
0 1 2 3 4 5 6 7 8 9
Delay Detonators - 12M units 15,043 29,894 26,760 29,342 27,943 27,990 30,800 30,624 3,858 2,967
Connection 6m - 17ms units 3,714 8,575 10,284 10,641 9,744 10,518 8,646 9,274 3,619 1,785
Connection 6m - 25ms units 3,714 8,575 10,284 10,641 9,744 10,518 8,646 9,274 3,619 1,785
Connection 6m - 42ms units 6,686 15,435 18,511 19,154 17,539 18,933 15,564 16,693 6,514 3,213
Connection 6m - 65ms units 743 1,715 2,057 2,128 1,949 2,104 1,729 1,855 724 357
Fuse-Detonator units 371 857 1,028 1,064 974 1,052 865 927 362 178
Detonating cord NP10 m 2,500 6,000 7,000 7,000 6,500 7,000 6,000 6,500 3,000 2,000
Detonating cord NP5 m 15,000 60,000 67,500 67,500 63,750 67,500 60,000 63,750 18,750 11,250

Packaged emulsion

 

2 1/2" x 24"

 

units 10,000 20,000 20,000 20,000 20,000 20,000 20,000 20,000 10,000 10,000

 

13.8MINING EQUIPMENT

 

The open pit mining activities were assumed to be primarily undertaken by a contractor-operated fleet.

 

The proposed annual material movement is approximately 14 Mt, which is suitable for on-highway trucks. For both ore and waste, an excavator of 4.4 m³ (CAT 374 or similar) was selected to load 40 t class trucks (Actros 8x4 or similar). Five passes of the excavator can entirely load the truck in a total of 1.8 minutes. Wheel loaders (CAT 980 or similar) will be used on both stockpiles, the ROM pad and to load dry tailings.

 

The proposed mining fleet, and peak fleet numbers, is summarized in Table 128.

 

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Table 128: Major open pit equipment requirements.

 

Description Equipment Type Class Number of Units
Loading Hydraulic Excavator 4.4 m³ 3
Hauling On-Highway Trucks 40 t 24
Drilling Drill Rotary Drill 5” 5
Ancillary Track Dozer 325 HP 3
Motor Grader 12 ft 2
Hydraulic Excavator Small 2.1 m³ 1
Wheel Loader 4.4 m³ 3
RC Drill   1
Support Lube/ Fuel Truck   2
Water Truck   2
Maintenance Truck   1
Munck Truck   2
Low Bed Truck   1
Hydraulic Excavator – Breaker   1
Lighting Tower   9
Pick-ups   10
TOTAL 70

 

13.9LABOUR

 

The mine personnel will work three shifts with four crews to provide coverage 24 hours a day, 7 days a week. The production and maintenance will be carried out by contractors. The total labour force for the mine is presented in Table 129 for the peak and represents a total of 427 people.

 

Table 129: Mine Labour Peak Number.

 

Company Position Peak Number
Aura Minerals Manager 2
Engineer 7
Geologist 6
Technician 8
Contractor Manager 1
Engineer 10
Technician 26
Operator 148
Maintenance 125
Assistant 94
TOTAL 427

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13.10PIT DEWATERING

 

In the pits, any water drainage will be directed through the benches to the bottom of the pit where it will be collected in a sump and pumped to the surface. The pit sump and pump system will have to be re-established for each sinking cut. Water from the pits will be used for haul road dust suppression and/or requirements in the crushing facility.

 

Groundwater is not expected inside the pit limits. If there is any groundwater, it will not be possible to separate the surface runoff in the base of the pit from groundwater. Any water that cannot be diverted would have to be pumped from the sump at the base of the pit, or from diversion sumps on haul ramps.

 

Each Waste Rock Storage Facility (WRSF) will have its own sedimentation pond that will collect runoff from the WRSF. The ramps and benches will be constructed in order to facilitate the drainage to this pond. Cleaning of this pond will occur during the dry season.

 

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14RECOVERY METHODS

 

14.1Process Flow Sheet Selection

 

The design of the Borborema Project process plant was based on the metallurgical test work carried out combined with best practices for the gold industry. The ore is essentially a combination of biotite schist, schist in quartz veins, and garnet schist. Gold characterization campaigns indicated that gold is distributed from relatively coarse to fine grained. Therefore, gravity concentration was included in the industrial circuit flow sheet, followed by gold cyanidation, the latter was adopted as metallurgical testing resulted in adequate extraction and kinetics.

 

The processing plant sequence, in order comprises primary crushing, crushed material stocking, and a single stage grinding in a close configuration with hydrocyclones together with gravimetric concentration, followed by cyanidation (carbon-in-leach - CIL) of the grinding circuit product. After the CIL circuit, the pulp still containing residual cyanide is thickened to recover cyanide-containing water, which is recirculated into the circuit. The cyanide neutralization of the thickened pulp underflow is carried out by using the INCO process (air/SO2 in the presence of copper sulfate as a catalyst). Lime milk is used to adjust the pH. The detoxified slurry is further thickened, followed by filtering and subsequent stacking of dry tailing (DST). A simplified flow sheet of the described process is shown in Figure 118. According to Figure 118, the CIL stage, here referred as hybrid, consists of a leaching tank ahead of six tanks containing leaching pulp in the presence of activated carbon. This configuration is an industry common practice for enhancing CIL performance, as well as reducing capital cost.

 

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Source: PROMON (2023c)

 

Figure 118: The simplified processing flow sheet.

 

The adopted flow sheet was designed to accomodate circuit capacity. Further details of the adopted flow sheet, with processes listed in sequence, are listed below.

 

·Primary crushing of the run-of-mine (ROM);

 

·Crushed ore stock in a dedicated bin to provide adequate transition between crushing and grinding circuits;

 

·Single-stage semi-autogenous grinding circuit (SSSAG) with trommel screen and cyclone classification to provide a grinding circuit P80 at 0.105 mm;

 

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·Activated carbon leaching and adsorption circuit (CIL);

 

·Thickening the CIL tailing pulp for recovering water containing cyanide;

 

·Cyanide detoxification system (SMBS – Detox) for the CIL thickened pulp;

 

·Neutralized pulp thickening for cyanide-free water recovery;

 

·Filtration of the tailing slurry for process water recovery;

 

·Acid washing circuit and elution of activated carbon loaded by the Zadra process under pressure (ZP); and

 

·Gold room for electrolysis; cathode washing and casting.

 

14.2Process Design CRITERIA

 

The main processing design criteria adopted for the Borborema Project are described in Table 130 and Table 131.

 

Subsequent sections include detailed process descriptions designed for the industrial plant.

 

Table 130: Ore characterization.

 

Criteria Units 2 Mtpy Source: PROMON
Mining - Open Pit E.AURA003-EQ1-00007-FL-09
Lithology - Biotite-Garnet- Schist E.AURA003-EQ1-00007-FLO9
Natural Moisture % 3.0 E.AURA003-EQ1-00007-FL-12
Nominal Head Grade g/t 1.22 E.AURA003-EQ1-00007-FLO9
Project UCS 85th Mpy 40.2 E.AURA003-EQ1-00007-FL-09
JKTech Axb 85th - 54 E.AURA003-EQ1-00007-FL-10
SMC-JKTech Mia 85th kWh/t 15.4 E.AURA003-EQ1-00007-FL-10
SMC-JKTeCh Mih 85th kWh/t 10.7 E.AURA003-EQ1-00007-FL-10
SMC-JKTech Mic 85th kWh/t 5.5 E.AURA003-EQ1-00007-FL-10
SMC-JKTech DWi  85th kWh/m3 5.1 E.AURA003-EQ1-00007-FL-10
JKTech RWi  85th kwh/t 13.3 E.AURA003-EQ1-00007-FL-10
JKTech RWi  85th kwh/t 18.1 E.AURA003-EQ1-00007-FL-10
JKTech Ai 85th g/t 0.123 E.AURA003-EQ1-00007-FL-11
JKTech SG 85th t/m3 2.8 E.AURA003-EQ1-00007-FL-11
ROM Size mm 700 E.AURA003-EQ1-00007-FL-11

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Table 131: Project design criteria.

 

Criteria Units 2 Mtpy Source: PROMON
Crushing Circuii Annual Operating h 6,570 E.AURA003-EQ1-00007
Availabilty % 75 E.AURA003-EQ1-00007
Throughput (DB) h 304.4 E.AURA003-EQ1-00007
Grinding Circuit Operatin hours h 7,884 E.AURA003-EQ1-00007
Availabilty % 90 E.AURA003-EQ1-00007
Throughput (DB) h 253.7 E.AURA003-EQ1-00007
Gravity Recovery Gold (GRG) % 20 E.AURA003-EQ1-00007
Leach/CIL Recovery Gold % 90.1 E.AURA003-EQ1-00007
Global Gold Recovery % 92.1 E.AURA003-EQ1-00007
Crusher Feed Size F80 mm 319.5 E.AURA003-EQ1-00007
SSSAG Mill Feed Size F80 mm 122 E.AURA003-EQ1-00007
Ball Mill Feed Size F80 mm - E.AURA003-EQ1-00007
Grinding product Size P80 pm 105 E.AURA003-EQ1-00007
Mill Installed Power SAG Mill kW 8,000 E.AURA003-EQ1-00007
Ball Mill kW - E.AURA003-EQ1-00007
Total Mill kW 8,000 E.AURA003-EQ1-00007
Residence Time Leach h 4.3 E.AURA003-EQ1-00007
CIL h 25.7 E.AURA003-EQ1-00007
Total h 30 E.AURA003-EQ1-00007
Number of Tanks Leach - 1 E.AURA003-EQ1-00007
CIL - 6 E.AURA003-EQ1-00007
Total - 7 E.AURA003-EQ1-00007
Leach Feed % Solid 35 E.AURA003-EQ1-00007
Solution Losses g Au/t 0.10 E.AURA003-EQ1-00007
Carbon Regeneration - No E.AURA003-EQ1-00007
Elution Type - Zadra - (ZP) E.AURA003-EQ1-00007
Elution Size t 6 E.AURA003-EQ1-00007
Frequency of Elution Strips / week 5 E.AURA003-EQ1-00007
Cyanide Detox - Air/SO2 E.AURA003-EQ1-00007

 

14.3Process Plant Description

 

14.3.1Crushing and Crushed Ore Stockpile

 

Run-of-mine (ROM) will be hauled and dumped in stockpiles and reclaimed with front-end loaders into the crushing feed hopper, equipped with a static grizzly for retaining the oversize material, while a mobile rock breaker is used to break these oversize rocks.

 

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From the hopper, a vibrating grizzly feeder modulates the feeding flow rate, stipulated as 304 t/h nominal throughputs. The same vibrating grizzly separates the feed in coarse (oversize) and relatively fine (undersize) fractions. The former flows by gravity to the primary jaw crusher chamber, while the latter, together with the primary crusher discharge, is conveyed to a surge bin. Given that the crushing and milling circuits are designed according to different availabilities, an excess crushed material will result when the crushing plant is fully operational. Excess material will be piled in a dedicated stockpile and reclaimed by a front-end-loader to a reclaim bin equipped with a vibrating feeder that also feeds the milling circuit. Based on selected ROM size distribution, equipment design, and circuit simulations, the predicted crushing circuit P80 is 122 mm.

 

The mains equipment associated with the handling and crushing circuit are as follows:

 

·ROM hopper equipped with a 0.7 m aperture static grizzly;

 

·Vibrating grizzly feeder;

 

·Primary jaw crusher – Metso C150 or equivalent;

 

·Surge bin;

 

·Mill vibrating feeders equipped with variable speed device;

 

·Suspended conveyor magnet and magnetic detectors;

 

·Material handling equipment.

 

14.3.2Grinding Circuit

 

The single stage grinding circuit will include a semi-autogenous (SAG) mill operating in a closed configuration with hydrocyclones. The grinding circuit was designed on the basis of feed and product with a P80 of 122 mm and 0.105 mm respectively. The fresh feed reclaimed from the crushing plant surge bin is conveyed to the SAG mill, whose discharge pulp flows to a dedicated trommel screen. The material retained in the trommel screen (pebbles) is conveyed back to the SAG mill feed, whereas the trommel undersize gravitates to an underneath sump, from which it is pumped to a single hydrocyclones nest. The relatively coarse fraction (underflow) will be split in two fractions. The first will flow through the gravity concentration stage, whose tailings will flow to the SAG mill feed. The second fraction will flow straight back to the SAG mill feed. The gravity concentration circuit will include a scalp screen, a centrifugal concentrator, and an intensive leaching reactor. The hydrocyclones nest overflow is the grinding circuit product. Water is added at the SAG mill feed and sump for adjusting the pulp dilution, respectively to 72% and 60% w/w. The hydrocyclones overflow at a solid concentration of 35% w/w will be directed to a trash screen, whose undersize will flow to the CIL circuit.

 

The main equipment designed to the grinding circuit is as follows:

 

·SAG mill - 7.9 m diameter x 7.0 m effective grinding length (EGL) equipped with an 8 MW electric motor;

 

·Hydrocyclones sump-pumps;

 

·Hydrocyclones – 5 units of 500 mm in diameter;

 

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·Trash screen;

 

·Centrifugal concentrator;

 

·Intensive leaching reactor; and

 

·Material handling equipment.

 

14.3.3Gravity Concentration

 

The gravity circuit comprises one centrifugal concentrator, complete with a feed scalping screen. Feed to the circuit is directed from the cyclone underflow to the scalping screen. Gravity scalping screen oversize material at +2 mm reports to the gravity tails pump box, from where the gravity tails pump directs the material back to feed the SAG mill. Scalping screen undersize material is fed to the centrifugal concentrator. Operation of the gravity concentrator is semi-batch and the gravity concentrate is collected in the concentrate storage cone and subsequently leached by the intensive cyanidation reactor circuit. The tails from the gravity concentrator also report to the gravity tails pump box.

 

The gravity recovery circuit includes the following key equipment:

 

·Gravity feed scalping screen;

 

·Gravity concentrator – KC QS40 ore equivalent; and

 

·Gravity tails sump and pump.

 

14.3.4Intensive Leaching

 

Concentrate from the gravity circuit reports to the intensive leach reactor (ILR) to extract the contained gold by intensive cyanidation. The concentrate from the gravity concentrator is directed to the ILR gravity concentrate storage cone and is deslimed before transfer to the ILR.

 

ILR leach solution is prepared in the heated ILR reactor vessel feed tank. From the feed tank, the leach solution is circulated though the reaction vessel, then drained back into the feed tank. The leached residue within the reaction vessel is washed, with recovered wash water in the reaction vessel feed tank, and then the solid gravity leach tailings are pumped to the CIL circuit.

 

The ILR pregnant leach solution is pumped from the reaction vessel feed tank to the ILR pregnant solution tank, located in the gold room, where it is treated for gold recovery, as gold sludge, using a dedicated electrowinning cell. The sludge is combined with the sludge from the carbon elution electrowinning cells and smelted. The gold sludge, originating from the ILR pregnant solution, can also be smelted separately for metallurgical accounting purposes.

 

The ILR circuit includes the following key equipment:

 

·Gravity concentrate storage cone;

 

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·Intensive leaching reactor - ILR;

 

·ILR pregnant solution tank; and

 

·ILR electrowinning cell.

 

14.3.5Leaching and Adsorption Circuit (CIL)

 

Trash screen undersize material feeds the CIL circuit, which will consist of leaching tanks and six carbon-in-leach (CIL) tanks. Air will be sparged to each tank for maintaining dissolved oxygen at adequate levels required for leaching. Hydrated lime will be added to adjust the operating pH to the required set point. Cyanide solution will be added to the first leach tank. Mechanical agitation installed in all tanks will maintain the suspension of solids, as well as an adequate reagent homogenization. Fresh carbon and carbon from the carbon regeneration circuit will be added to the last tank of the CIL circuit at an average concentration of 16 g/L of pulp for adequate gold adsorption. Carbon will flow counter-currently to the slurry flow by pumping slurry and carbon. Slurry from the last CIL tank will gravitate to the cyanide detoxification tanks. Once a day, the pulp from the first carbon tank will be pumped into a dedicated screen to separate the gold loaded carbon from the pulp, followed by transferring of the former to the acid washing and elution circuit. After regeneration, the carbon will return to the circuit passing through a dewatering screen. The slurry from the last tank will gravitate to the cyanide detoxification tanks. The leach and carbon adsorption circuit includes the following key equipment:

 

·Leach/CIL tanks and double impeller agitators;

 

·Loaded carbon screen;

 

·Intertank carbon screens;

 

·Carbon sizing screen;

 

·Carbon transfer pumps;

 

·Cyanide concentration and dosage control system;

 

·Lime dosage and pH control system; and

 

·Air injection system.

 

14.3.6Post-Leach Tailing Thickening

 

A high-rate thickener was designed for thickening the tailings from the CIL circuit in annual production plan. Further dilution will occur in the thickener feedwell where flocculant will be added at concentration of 40 g/t. Thickener overflow will recirculate to the grinding circuit, whereas the underflow material will be pumped to the Detox circuit.

 

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14.3.7Cyanide NEUTRALIZATION System

 

The thickened pulp from the tailing thickener leaching will flow to the cyanide neutralization (Detox) circuit, which will consist of two tanks each with a 60-minute residence time for reducing weak acid dissociable cyanide (CNwad) from 63.4 mg/L to less than 1 mg/L by using the SO2/air method.

 

The required reagents for the Detox process are as follows:

 

·Sodium metabisulfite (source of SO2); and

 

·Copper sulphate pentahydrate (source of copper ions - reaction catalyst) hydrated lime to adjust pH and o Eh required for the reaction.

 

·A sufficient amount of air (O2 source) will be injected in spargers into the tanks for reaction purposes. Tanks will be equipped with agitators to ensure that the oxygen and reagents are thoroughly mixed with the tailing.

 

·The Detox circuit will include the following key equipment:

 

·Neutralization tanks equipped with double impeller agitators;

 

·Air injection system;

 

·In-line samplers for measuring the CNwad level at both circuit of at the entrance and exit of the circuit, thus establishing the dosage of reagents and the efficiency of the treatment; and

 

·Tailing box and pumps.

 

14.3.8Detox Tailings Thickener

 

After detoxification, the neutralized tailings slurry will be thickened again to recover cyanide-free process water, most of which will be used as process water for operations where the presence of cyanide is incompatible. Thickening of the detoxified tailings slurry will be carried out in high-rate equipment. The second neutralization tank pulp will be pumped at solids concentration of 45% w/w. Thickener overflow will be pumped to the raw water tank, whereas the underflow at 54% solids w/w will be pumped to the filtering system tank.

 

14.3.9Filtering System

 

The 54% w/w pulp at thickener underflow will be pumped to the filtering circuit. Due to different availabilities stipulated to grinding/leaching/thickening and filtering circuits, a dedicated tank will be installed to receive the thickened pulp for equalizing the daily basis operating.

 

The filtration circuit will include three horizontal vacuum filters for reducing the cake moisture to 20-21%. Filtering water, together with thickening resulting water will be recirculated within the processing plant, whereas the filtered product will be transferred to disposal piles. Water runoff from piles will also be recirculated in the processing plant.

 

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14.3.10Acid Wash, Elution and Electrowinning Circuit

 

The elution circuit is designed to recover adsorbed gold from activated carbon. The elution circuit will be a ZADRA-type circuit under pressure (ZP) in batch operation. The acid wash and elution processes description are as follows:

 

·Transferring of loaded carbon from the carbon screen to the acid washing column;

 

·Injecting the 3% w/w HCl solution at the bottom of the elution columns (2.2 BV/h);

 

·Carbon washing and subsequent neutralization of the diluted acid with caustic soda at 10% w/w (4BV);

 

·Heating the eluate solution to 90°C;

 

·The eluate solution will be prepared at 1% Sodium Hydroxide (NaOH) and 0.1% Sodium Cyanide (NaCN), then heated up to 110°C and injected at 2 BV/h to the bottom of the elution column at a pressure of 300 kPa;

 

·The eluted solution will be pumped to the pregnant solution tank for feeding the electrowinning stage, whose solution will be recirculated to the eluatet tank through heat exchangers and tanks.

 

·Carbon cooling with raw water; and

 

·Carbon Transfering to the last CIL tank.

 

The eluted solution will be pumped to the pregnant solution tank for feeding the electrowinning stage, whose solution will be recirculated to the eluent tank through heat exchangers and tanks. An electrolytic cell will be installed. At the end of each elution cycle, a third of the electrowinning barren solution will be transferred to the CIL circuit.

 

14.3.11            Gold Room

 

The sludge gold-rich cathodes will be washed, filtered and dried. The dry material obtained will be mixed with smelting fluxes (borax, nitrate, carbonate, and silica) and smelted in a liquefied petroleum gas (LPG) furnace at 1,100°C to produce gold doré (bullion).

 

14.4Reagents

 

14.4.1Lime

 

The lime system will be a supplier package consisting of a silo, dust collector, rotary valve, and variable speed rotary valve. Lime will be delivered in 30 ton trucks and pneumatically transported to the dedicated 80-t capacity storage silo. Lime will be transported to the SAG Mill feed conveyor by a variable-speed rotary valve.

 

14.4.2Flocculant

 

Flocculant will be received in bags and stored in the warehouse. From the warehouse the reagent will be transferred to the preparation area, where it will be diluted and dosage by pumping to high-rate thickeners.

 

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14.4.3Sodium Hydroxide

 

Sodium hydroxide (NaOH) will be used to adjust the pH in the: (a) preparation of sodium cyanide solution and (b) elution and electrowinning processes. The 50% solution of sodium hydroxide will be received in tank trucks, stored in the reagent storage tank, and pumped to the dosing area from which the solution will be directed to the consumption points.

 

14.4.4Hydrochloric Acid

 

Hydrochloric acid (HCl) will be used in carbon washing, prior to the elution process. The main purpose of acid washing is to remove Calcium (Ca) ions from carbon. The 32% solution of hydrochloric acid will be received in tank trucks and stored in the reagent storage tank. From the warehouse the reagent will be transferred to the dosing area, from which the solution will be directed to the acid washing by a centrifugal pump.

 

14.4.5Sodium Cyanide

 

Sodium cyanide (NaCN) will be received in a 33% solution using a 22 ton capacity tank truck or as a solid briquette/powder 98% 1 t bags and stored in the warehouse following the International Cyanide Management Institute – ICM guidelines. In the case of solid received alternative, the reagent will be transferred to the preparation area, where it will be diluted in a basic solution to a 33% w/w solution in a stirred tank. The diluted solution will be transferred to the cyanide dosage tank using a transfer pump. Dedicated pumps will distribute the solution. The resulting solution will be pumped to leach/adsorption and elution circuits.

 

14.4.6Sodium Metabisulphite

 

Sodium metabisulphite - NaMBT or SMBS (Na2S2O5) is used in the cyanide detoxification (Detox) as a source of SO2. The 97.5% solid SMBS will be supplied in 1 t bags and stored in the warehouse. The reagent will be transferred to the preparation area, where it will be diluted to a 20% w/w solution in a stirred tank. The resulting solution will be pumped to a dosing tank, from which it will be pumped to the Detox circuit.

 

14.4.7Copper Sulphate

 

The 99.5% solid copper sulphate pentahydrate (CuSO4.5H2O) will be supplied in 1 t bags for using in the Detox system. From the warehouse the reagent will be transferred to the preparation area, where it will be diluted to a 20% w/w solution in a stirred tank. The resulting solution will be pumped to a dosing tank, from which it will be pumped to the Detox circuit.

 

14.4.8Activated Carbon

 

Solid granular activated carbon will be received in 0.5 t bulk bags. The fresh carbon will be transferred directly to the final CIL tank.

 

14.4.9Milk of Lime

 

Hydrated lime (Ca(OH)2), will be used to ensure the basic pH required for the reactions occurring in the leaching/adsorption. The granular solid reagent will be received in 1 t bags and stored in the warehouse. The solid reagent will be diluted in the mixing/storage agitated tank to a 20% w/w solution, then pumped through distributing points to the leaching/adsorption and Detox systems.

 

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14.5WATER and utilities

 

14.5.1Raw Water

 

Among the sources of water to supply the plant, the main one will be the capture of wastewater from the sewage pumping station in the city of Currais Novos, called “Caça e Pesca”. It will be pumped at a flow rate of 83 m3/h through a pipeline to the water treatment plant (ETA). The discharge of this pumping supplies the waste water tank for a specific treatment process. The other source of supply would be the transfer of rainwater dammed in the fines dike that will be provided as a water reserve when needed. This wastewater tank is equipped with water discharge pumps that take the wastewater to the Water Treatment Plant. The Water Treatment Plant is a supplier package consisting of filtration, chlorination or UV disinfection, and reverse osmosis (RO). The RO plant produces a saline waste stream that will be discharged to a specific pond, while desalted produced water is incorporated as process water. This tank is equipped with RO water discharge pumps that supply quality water for the elution circuit and a WAD cyanide analyzer. The treated water in the ETA is sent by raw water feed pumps to the raw water pond which will be equipped with raw water discharge pumps, sealing water pumps, and diesel-powered fire-fighting water pumps. The raw water pond will supply the various raw water users, including equipment cooling systems, gravimetric concentrators, reagent composition, screen sprays, dust suppression, fire water tank composition, etc.

 

14.5.2Potable Water

 

Potable water will be supplied by tank truck at an average of 30 m3/day to serve the administrative areas and their dependencies and will be reserved in a 100 m3 tank. Water Tower will be supplied in the various operational areas and then distributed to buildings and places personal hygiene. Drinking water from the tank located in the administration area is supplied by a pressure pump to a main supply ring to the safety showers located around the plant. To ensure that this water is not heated by the remains of stagnant water in pipes exposed to the sun, the main ring water is continuously returned to the potable water tank.

 

14.5.3Process Water

 

Recycled water from the CIL tailings thickener containing cyanide, recycled water from the thickener overflow after detoxification, and the filtration filtrate make up the supply flow to the process water pond. There will be two different ponds, one for raw water with a capacity of 5,300 m3 and the other for recycled water without cyanide with a capacity of 3,000 m3. The recycled water from the tailing’s thickener overflow is directed to a passing tank and completely recycled in a closed circuit with the grinding. The raw water pond is equipped with a weir that allows any excess water to overflow into the cyanide-free process water pond. The spillway is designed to protect the water system and flow will only occur during emergency periods. The cyanide process water pumps draw water from the bypass tank to serve the SAG Mill, trash screen, loaded carbon recovery screen, and carbon safety screen. Detox thickener water and filtrate will supply acid wash, elution, reagent preparation, and services. To complement the plant's water balance, the water reserved in the fines dike in the rainy season will be taken up and incorporated as raw water.

 

14.5.4    Air

 

High-pressure air will be produced by compressors to meet plant needs. Drying devices will be installed for supplying the instrument air demand. Industrial air blowers will generate the necessary air flow to the CIL and Detox circuit tanks. The purpose of injecting air into the tanks is to supply oxygen to the cyanide gold complexation reaction, as well as in cyanide neutralization.

 

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14.6Conclusions and Recommendations

 

14.6.1Conclusions

 

The Borborema Project processing plant is similar to a number of industrial operations in the gold mining industry. The exception is the wastewater processing from the city of Currais Novos which requires additional testing and further engineering work.

 

·Risks to raising capital include:

 

·Additional investment for the new sewage receiving lines; and

 

·Possible capital reductions include the simplification of the water treatment plant, provided that the accumulation of water in the rainy seasons is consistent and reliable.

 

14.6.2Recommendations

 

·Further assessment on water supply alternatives;

 

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15PROJECT INFRASTRUCTURE

 

15.1GENERAL SITE PLAN

 

The general site plan (

 

Figure 119) shows the planned locations of the main Project facilities, including the gatehouse and administrative areas, primary substation, processing plant, wastewater treatment plant (“WTP”), filtration, mine support area, access roads, pits, and piles. Access to the facility is from the south side of the property from road BR-266. The main access will be through the security gate near the process plant. The site will be fenced off to prevent access by unauthorized persons. The process plant is located west of the pit. The site plan design took into account the site geography and terrain, and optimization of soil movement from cutting and for embankments.

 

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Figure 119: Overall site plan.

 

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15.2ROADS

 

15.2.1    Regional Site Access

 

The access to Project site from the municipality of Currais Novos is via 28 km paved-road (BR-226), Figure 120.

 

 

Figure 120: Site access (Source: Google Maps).

 

15.2.2    Process Plant Site Access

 

The process plant internal accesses are approximately 5 m and 10 m wide, are designed with primary covering (gravel), drainage, and appropriate signage. On the road edges, where there is risk of vehicles falling, barriers will be built with a minimum height of half the diameter of the largest vehicle tire that will use that access road. The internal roads will allow access between the administrative and operational facilities, the construction site, the processing plant, the crushing area, filtering, magazine, mining services, waste dumps and low-grade stock piles as shown in Figure 121.

 

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Figure 121: Internal project site accesses. Source: PROMON (2023c).

 

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15.3POWER SUPPLY

 

15.3.1Electrical Power Source

 

Power will be provided from a new sub-station, which will receive a 69 kV new transmission line from the local energy distribution company COSERN. The new sub-station will be located on the west side of the process plant, close to the administrative area for transforming and will be responsible for transforming the voltage level from 69 kV to 13.8 kV.

 

The 69 kV transmission line will be contracted to Aura in a turn-key package, by and according to the standards of the local energy concessionaire COSERN, and later will be donated to COSERN for its maintenance and operation.

 

The 69/13.8 kV substation site will be provided as a package, which will include all of the necessary civil construction, and contain an incoming structure and isolation switch, main circuit breaker, provision for utility metering, bus work to deliver 69 kV power to a 30 MVA stepdown transformer complete with primary circuit breaker, and isolating switches. This transformer will feed associated secondary switchgear and is arranged to provide 13.8 kV power to the main processing plant, the filtering plant, the administration area, and other remote areas. Provision is included for automatically switched capacitor banks to assist with site power factor correction.

 

15.3.2    Electrical Distribution

 

The primary distribution voltage will be radial, at 13.8 kV, three phase, 60 Hz, from the main substation. Feed distribution from the main substation will be via three-phase powerlines and power poles for the secondary substations. Distribution from the secondary substations to the loads and panels in the field will be via cable rack or conduits, as required. The conventional three-phase powerlines and power poles network will be supplied as a turn-key, including pole-mounted transformers.

 

15.3.3Main Substation

 

The main substation will include an electrical room and the associated high-voltage equipment. The substation will have a 30 MVA ONAN transformer from 69 to 13.8 kV. The main substation will be provided as a Hybrid solution (GIS + AIS) on SKID.

 

15.3.4Secondary Substations

 

Site electrical power supply was selected and designed around the major load centers summarized in Table 132. The total of power supply required is 14,610 KW.

 

Table 132: Plant substations.

 

TAG NUMBER TYPE CHARACTERISTICS POWER DISTRIBUTION FROM MAIN SE
3015-SE-0001
(Metallurgy)
E-room Feed: 13.8 kV-25 kA
Process loads: 480 V-50 kA
Lighting: 380/220 V-50 kA
Conventional aerial network - 700 m
3060-SE-0001
(Filtering)
E-room Feed: 13.8 kV-25 kA
Process loads: 480 V-50 kA
Lighting: 380/220 V-50 kA
Conventional aerial network – 1,500 m

 

The substations will feed the following areas:

 

·3015-SE-0001: Grinding, thickening, gravity, leach, detox, elution and electrowinning, reagents, compressed air system, primary crushing, stockpile/surge bin, and water distribution systems (Maximum demanded Power 11,218.43 KW).

 

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Admintrative building (Maximum demanded Power 715.79 KW). Fresh water capture (Maximum demanded Power 161.05 KW). 

 

·3060-SE-0001: Waste filtering system and Magazine area (Maximum demanded Power 2,514.47 KW).

 

15.3.5    Emergency Power

 

Three diesel generators group will be provided to feed critical process loads, administrative buildings and security systems. Each diesel generator group will be located near the designated electrical room, or administrative building and will be connected to the motor control centre or automatic transfer panel.

 

15.4SUPPORT BUILDINGS

 

15.4.1    Primary Crushing Area

 

The primary crushing area will be located to the east of the process plant. The crushing stage will comprise a stationary crushing unit, which includes a linear feeder, vibrating screen, primary jaw crusher, chutes, and a discharge conveyor. Process equipment maintenance will be handled by mobile cranes as required, while a monorail crane will be used specifically for jaw crusher and vibrating screen maintenance.

 

15.4.2    Grinding Area

 

The grinding area has been designed for a SAG mill, cyclone feed sump, pumps, waste screen, and gravity circuit equipment, including a liner manipulator. The grinding building will be 19.9 m long by 13 m wide and 25-m tall, steel frame building. The main structure comprises five floors beyond the ground floor, and will contain the following equipment: cyclone, sieves, and gravimetric concentrator as shown in Figure 122 and Figure 123. The ground floor will have a raised concrete floor and several platforms for access to equipment. The process equipment will be serviced by a dedicated winch. Any heavier loads will require use of the mobile crane.

 

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Figure 122: Grinding area schematic view.

 

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Figure 123: Grinding area section view.

 

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15.4.3    Leach and Detox Areas

 

The carbon-in-leach (“CIL”) area will be 80 m long by 37 m wide, include a leach tank with dimensions 14.5 m in diameter by 16.3 m high, and six carbon-in-leach (“CIL”) tanks with the same dimensions, including tank platforms. The area will be limited by a containment compartment with a volumetric capacity equivalent to 102% of the largest contained tank. The maintenance and cleaning of sieves, which is a separate operation, will occur in a separate structure inside the containment compartment/area. The area will be serviced by a 15-ton winch on a monorail to access the tank, pumps, and screens. A mobile crane will be required for maintenance of the agitator. Figure 124 shows a schematic view of the leaching area.

 

 

Figure 124: Leaching area schematic view.

 

The Detox Area will be 31 m long by 40 m wide and will include two detoxification tanks measuring 9 m in diameter and 9.45 m in height. An 18 m diameter thickener, cyanide water tank, sieve, and transfer box are also part of the Detox area. Figure 125 shows a schematic view of the Detox area.

 

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Figure 125: DETOX area schematic view.

 

15.4.4    Gold Room

 

The gold room building is designed as a rectangular area of 286 m2 in two integrated blocks: the production area, the higher block, and the support area, the smaller block. The building will be constructed from concrete with concrete block walls to enclosure the different work areas, except for the technical room, chamber and safe room that will have structural concrete walls for security purposes. The roof will be structural steel supported by a concrete slab, and finished with lightweight galvanized roof panels.

 

 

Figure 126: Gold room layout.

 

15.4.5    Hydraulic Circuit

 

The hydraulic circuit building was designed to accommodate the hydraulic units for the milling process, and has a simple structure composed of concrete block walls, structural steel for the roof structure, and lightweight galvanized roof panels. The building will

 

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be equipped with double aluminum louver doors and louver windows to facilitate air circulation and ventilation within the premises.

 

15.4.6    Reagent Areas

 

The reagent preparation and storage systems will be separate, located within the process plant according to the reagent dosing location, as shown in Figure 127. The area for the hydrated lime system will be 11.5 m long by 7.5 m wide, including the preparation and storage system. The sodium cyanide storage area will include a 4.1 m diameter by 4.5 m high tank and will be a fenced off area with restricted access. The containment and equipment area will be 9.5 m long by 8.5 m wide. The flocculant area will also be separate from the other reagents to be closer to the thickener and minimize piping, and will be 11.5 m long by 6.5 m wide. The area allocated for sodium metabisulphite and copper sulfate reagents is southeast of the detoxification tanks and leach tanks, and the contained area will be 14.8 m long by 13.7 m wide. The area destined for the caustic soda and hydrochloric acid reagents is also located to the southeast of the tanks, the enclosed area will be 15.1m long by 7.8 m wide. Figure 189 shows a schematic view of the reagent area, while Figure 128 and Figure 129 include respectively the views of cyanide and flocculant areas.

 

 

Figure 127: View of the reagent area - From right to left: hydrated lime, hydrochloric acid, caustic soda, sodium metabisulfite, and copper sulphate.

 

 

Figure 128: View of the cyanide area.

 

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Figure 129: View of the flocculant area.

 

15.4.7    Mine Support Area / Truck Shop / Truck Wash

 

The operation of the mine will be outsourced, so the Project's engineering team does not foresee the construction of a support structure for the mine by Aura. In the mine operation outsourcing contract, it will be stipulated that the contractor will build its own required support structure, in addition to using the existing area to be made available by Aura. This will allow the contracted company to adapt the installations according to the size of the equipment in its fleet. Aura will supply water and electricity to the contracted company's premises at the mine site.

 

15.4.8    Waste Material Warehouse

 

The Waste Material warehouse is designed with a built area of 237 m2, as shown in Figure 130. The building is composed of structural steel with concrete blocks, and lightweight galvanized roof panels. This building will be equipped with louver windows to provide air circulation and ventilation inside the building.

 

 

Figure 130: Waste material warehouse.

 

15.4.9    Warehouse

 

The warehouse building is designed with a built area of 469 m2, in two integrated blocks: the storage area with the administrative office area as an attachment, as shown in Figure 131. The storage area of the warehouse building is composed of structural steel,

 

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with concrete blocks, and lightweight galvanized roof panels. This building will be equipped with louver windows and a roof vent to provide air circulation and ventilation inside the building. The administrative office will be built from structural steel, with thermoacoustic panels as part of the walls and internal partitions, the roof will be finished with galvanized thermoacoustic roof panels.

 

 

Figure 131: Warehouse.

 

15.4.10            Maintenance Shops and Changeroom

 

The maintenance shops building was designed with a built area of 586 m2 as three integrated blocks: the maintenance area, the administrative office area, and equipment area; these last two will be attachments to the main block maintenance area, as shown in Figure 132.

 

The construction of the main block, the maintenance area, will be from structural steel with concrete blocks, and lightweight galvanized roof panels. This building will be equipped with louver windows and a roof vent to provide air circulation and ventilation inside the building. The administrative office will also be composed of structural steel, with thermoacoustic panels for walls and internal partitions, while the roof will be built from galvanized thermoacoustic roof panels.

 

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Figure 132: Maintenance shops.

 

The changeroom building was designed with a built area of 210 m2, as an attachment to the maintenance shops building to be close to the operational area, as shown in Figure 133. The structure for this building is structural steel, with thermoacoustic panels for walls and internal partitions, and the roof is finished with galvanized thermoacoustic roof panels.

 

 

Figure 133: Changerooms.

 

15.4.11            Storage Shed FOR Reagents

 

The storage shed for reagents was designed with a built area of 384 m2, as shown in Figure 134. The structure will be built from structural steel with concrete blocks, and lightweight galvanized roof panels. This building will be equipped with louver windows and a roof vent to provide air circulation and ventilation inside the building.

 

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Figure 134: Storage shed for reagents.

 

15.4.12            Explosives Storage and Handling

 

The construction of the explosives warehouse was designed with a built area of 155 m2, with a storage capacity of 32,000 kg of explosives, equivalent to approximately 1,600 boxes of explosive materials, as shown in Figure 135. Due to the risk associated with the stored materials in the building, as well as the compliance with minimum requirements demanded by specific regulations, its structure has been designed using cast-in-place concrete elements with double masonry walls made of concrete blocks. The roof will use metal and 8 mm thick corrugated asbestos-cement sheets. To provide natural ventilation, the building is equipped with openings near the floor on the internal walls and with concrete louver windows.

 

 

Figure 135: Explosives warehouse.

 

The construction of the explosive accessories warehouse follows the same concept as the explosives warehouse, and was designed with a built area of 108 m2, and a storage capacity of 70 kg of explosive accessories, which corresponds to approximately 628 accessory boxes, as shown in Figure 136.

 

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Figure 136: Explosives accessories warehouse.

 

The Emulsion Yard was designed with a built area of 214 m2 of concrete flooring and space for the placement of emulsion tanks. However, the area also includes a small Sodium Nitrite storage facility, which has been designed with a built area of 29 m2, at the right hand end in Figure 137.

 

 

Figure 137: Emulsion yard and sodium nitrite storage.

 

15.4.13            Fuel Station

 

The fuel supply systems will be in two stages, the temporary fuel station and definitive station. For the provisional fuel station, Aura will provide a storage and containment tank with a capacity of 15 m3, which will be used in the implementation phase of the work. For the definitive fuel station, Aura will hire a specialized company for the implementation of the station. Figure 138 provides the site locations for the fuel stations: location no. 27 is the provisional station, and location n° 26 is the definitive station.

 

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Figure 138: Temporay and definitive fuel station location.

 

15.4.14            Plant Administration Building

 

The plant administration building was developed and sized, with a built area of 151 m2, to allocate the workers who will have direct contact with the operational areas. The building structure will be structural steel, with thermoacoustic panels for walls and internal partitions, and the roof will be finished with galvanized thermoacoustic roof panels, as shown in Figure 139.

 

 

Figure 139: Plant administration building.

 

15.4.15            Main Gatehouse

 

The main gatehouse building controls site access and was designed with a built area of 66 m2 in two parts: vehicle control access area, and the gate control access areas for pedestrians, as shown in Figure 140. The building structure will be structural steel, with thermoacoustic panels for walls and internal partitions, and the roof will be finished with galvanized thermoacoustic roof panels.

 

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Figure 140: Main gatehouse.

 

15.4.16            Administrative Building

 

The administrative building was developed with a built area of 537 m2 and sized to allocate the workers that have no contact with the operational areas, as shown in Figure 141. The building structure will be structural steel, with thermoacoustic panels for walls and internal partitions, and the roof will be finished with galvanized thermoacoustic roof panels.

 

 

Figure 141: Administrative building.

 

15.4.17            Mess Hall

 

The mess hall was designed with a built area of 283 m2 to accommodate 76 workers per shift for a total of 149 people, and is located close to the administrative, medical care clinic, and fire brigade buildings. The building structure will be structural steel, with thermoacoustic panels for walls and internal partitions, and the roof will be finished with galvanized thermoacoustic roof panels, as shown in Figure 142.

 

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Figure 142: Mess Hall.

 

15.4.18            Laboratory

 

The laboratory building was designed with a built area of 643 m2, and two integrated blocks: the laboratory area and support area, the latter being an attachment similar to the warehouse. The structure for the laboratory is composed of structural steel with concrete blocks, and lightweight galvanized roof panels. This building will be equipped with louver windows to provide air circulation and ventilation inside the building. The administrative office will also be built from structural steel with thermoacoustic panels for walls and internal partitions, and the roof will be finished with galvanized thermoacoustic roof panels, as shown in Figure 143.

 

 

Figure 143: Laboratory and support area.

 

15.4.19            Medical Clinic and Fire Brigate

 

The medical clinic and fire brigade building was designed with a built area of 256 m2 and will have three sections: medical clinic building, fire brigade building and, in between will be the emergency vehicle parking, as shown in Figure 144. The building structure will be composed of structural steel, with thermoacoustic panels for walls and internal partitions, and the roof will be finished with galvanized thermoacoustic roof panels.

 

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Figure 144: Ambulatory and fire brigade.

 

15.5SITE GEOTECHNICAL

 

Geotechnical investigations were carried out in two stages on the Project property in the proposed site area. The first stage was to provide information for earthmoving services consisting of 21 mixed drill holes and 21 test pits. The second stage focused on the proposed building foundation areas, consisting of nine more mixed drill holes. The drilling program showed a soil with high support capacity, allowing direct foundations to be built.

 

15.6WATER MANAGEMENT

 

15.6.1    Project Water Balance

 

The Borborema Project plant will demand water at the following flows:83.0 m³/h of raw water, 811.51 m³/h of process water, and 278.45 m³/h of process water with cyanide.

 

The raw water to supply the process plant will come from treated sewage coming from the Currais Novos ETE, with a flow of 55.0 m³/h, and from the pumping of the Dique de Finos (Fines Dike), at a flow of 28.0 m³/h.

 

The Figure 145 shows the raw water supply diagram, for more information consult the PROMON (2023b) report.

 

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Figure 145: Diagram of the raw water supply. Source: PROMON (2023b).

 

15.7MINE WASTE, LOW-GRADE ORE AND TAILINGS STORAGE FACILITIES

 

15.7.1Low-Grade Stockpiles

 

Two low-grade stockpiles are envisaged for the Project to improve grades for the initial years and control the rate of oxide ore on the plant feed. Low grade ore will be stocked during the operation of both pits and reclaimed at the end of the LOM or when required. The oxide stockpile is also planned to control the maximum rate of oxide material that can be fed to the plant. Both stockpiles are located close to the Main Pit exit and the ROM pad.

 

The sulfide stockpile will have a total capacity of 4.44 Mm³ and the oxide stockpile a total capacity of 0.81 Mm³.

 

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Figure 146: Low-grade Stockpiles.

 

15.7.2    Waste Rock Storage Facilities (WRSF) AND TAILINGS STOREGE FACILITIES (tsf)

 

The rock that is sterile or below cut-off grade and will not be processed will either be stored or used on site (within the mine or on surface). Waste rock will mainly be deposited on the WRSFs.

 

A concept that considers the TSF1 and TSF2 piles as dry stack structures was chosen, since the tailings filtration plant is located on the edge of TSF1 in the master plan and the volume of other tailings added to the waste rock would exceed the volumetric capacity of theses structures.

 

For pile WRSF1, therefore, a waste rock concept was chosen with the earth waste being surrounded by rock waste in such a way that the pile of earth material develops with the geometry of 1V:2.5H and the pile of rocky material covers the first with final external geometry of 1V:1.5H. In this way, the internal pile will be able to receive the volume of the first five years of earthen material, while in the year 2028 the rocky waste will have to back up the internal pile.

 

In the proposed concept, the TSF2 and WRSF2 pile should receive the excess volumes of tailings and sterile, respectively. Given the uncertainty surrounding waste rock quality, the WRSF2 Pile was designed considering sterile waste geometry.

 

The low-grade piles were designed as waste rock piles with the largest volume accumulated along the LOM of each (generation plan available) as a volumetric assumption.

 

The designed structures, their respective concepts and the volume obtained in each are presented in Table 133 and illustrated in Figure 147.

 

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Table 133: Structures and concepts developed.

 

Structure Name Description Geometric Characteristics
TSF1

Dry Stack to serve the first 5 years

 

Slope: 1V:2.5H;
Width: 7.5 m;
Height: 10.0 m
TSF2 Dry Stack to serve the rest of the LOM Slope: 1V:2.5H;
Width: 7.5 m;
Height: 10.0 m
WRSF1 Waste Rock to cover the first 5 years

Internal Pile

Slope: 1V:2.5H;

Width: 7.5 m;

Height: 10.0 m

External Pile

Slope: 1V:1.5H;

Width: 10.0 m;

Height: 20.0 m

WRSF2 Waste Rock to meet the remainder of the LOM

Slope: 1V:2.5H;

Width: 7.5 m;

Height: 10.0 m

Stock Oxi Low Grade Stockpiles

Slope: 1V:1.5H;

Width: 10.0 m;

Height: 20.0 m

Stock Sulf Low Grade Stockpiles

Slope: 1V:1.5H;

Width: 10.0 m;

Height: 20.0 m

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Figure 147: General Layout

 

Stability analyzes were carried out using Slide2 software, from Rocscience, using the limit equilibrium method. The assumptions considered in the stability analisys are described below.

 

• Isotropic and homogeneous materials;

 

• Assessment of safety factors using the GLE/Morgenstern-Price method;

 

• Assessment of safety factors for circular and non-circular surfaces;

 

• Drained resistance of materials characterized by the Mohr-Coulomb rupture criteria, with the effective resistance envelope parameters c’ and Φ’.

 

• Seismic acceleration coefficients: kv: 0.08 g and kh 0.053 g (item 9.4.2);

 

• Minimum permissible safety factors as per Table 134;

 

• For the partially saturated stability condition, using RU (0.29), FS > ANALYSIS SECTIONS was adopted as the criteria.

 

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Table 134: Summary of analysis results

 

 

15.8WATER SYSTEMS

 

15.8.1    Raw Water Supply System

 

The primary water source for the Borborema Project will be the raw sewage pumped from a nearby town Currais Novos (EEE Caça e Pesca) to Borborema site. The raw sewage will be received via a 27 km pipeline, treated at Borborema sewage treatment station, and directed to the raw water pond and raw water tank from which it will be distributed to the required points in the plant, for example, gland water, reagent preparation, dust suppression, fire water, and make-up water for the process water system. The raw water pond will serve as a water reserve for the mine site in the event of water shortage for the water pumping system.

 

The design also considers an alternative source of raw water from a nearby rainwater reservoir named dam of fines (fines dike, Dique de Finos, which will be used as much as possible to reduce the requirement of pumping sewage from EEE Caça e Pesca.

 

15.8.2    Potable Water Supply

 

The potable water quality requirements for the potable water treatment plant match the local drinking water guidelines. The potable water will be sourced by the local water treatment company (Companhia de Água e Esgotos do Rio Grande do Norte – CAERN) via truck from Macaiba, approximately 130 km from the Borborema site. This water will feed all safety showers and administrative buildings.

 

15.8.3    Fire Suppression System

 

The fire suppression systems planned for the process plant site will be supplied from the raw water storage tanks which have a volume dedicated to fire suppression water. The fire water system will consist of electric water pumps that will be supported by the jockey fire water pump to maintain pressure in the fire water main. In the event of a power outage, a diesel fire water pump will start to ensure continued fire water availability. All facilities will have a fire suppression system in accordance with the structure’s function. Fire water will be distributed throughout the plant via dedicated pipework to supply hydrants and hose reels strategically located throughout the site. All buildings will have hose cabinets and handheld fire extinguishers. Electrical and control rooms will be equipped with dry-chemical fire extinguishers. Ancillary buildings will be provided with automatic sprinkler systems. For the reagents areas, appropriate fire suppression systems will be included according to the reagent material safety datasheets.

 

15.8.4    Sewage Collection

 

The office and domestic waste collected at the site will be treated in the local sewage treatment station, which is dedicated to the raw water production from Currais Novos sewage. The collection network will be underground. Depending on the type of chemical waste from the laboratory, it will be either recycled to the plant or stored for off-site disposal.

 

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16MARKET STUDIES AND CONTRACTS

 

16.1Markets

 

The principal commodity at Borborema is gold, which is freely traded at widely known prices, thus, prospects for sale of any production are virtually assured. The terms contained within any future sales contracts are expected to be typical and consistent with standard industry practice and similar to contracts for the supply of doré elsewhere in the world.

 

A gold price of US$1,500 /oz was used for the Mineral Reserve Estimates. This gold price is lower than the long-term gold price of the June 2023 market Consensus Report of $1,697/oz gold and is higher than Aura’s selected price by 13%.

 

Gold prices in the model use Aura’s internal price outlook, which is determined based on consensus market price forecasts. It should be noted that metal prices can be volatile and that there is the potential for deviation from the LOM forecasts.

 

16.2Contracts

 

There are no material contracts or agreements in place as of the effective date of this TRS. Refining contracts are typically put in place with well-organized international refineries and sales are made based on spot gold prices.

 

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17ENVIRONMENTAL STUDIES, PERMITTING AND SOCIAL OR COMMUNITY IMPACT

 

17.1     INTRODUCTION

 

This section presents the studies and impact assessment conducted to support both the environmental licensing and to produce a baseline to support the environmental and social issues of the Borborema Project, which is in the initial installation phase of the IDEMA guidelines, State of Rio Grande do Norte Institute for Sustainable Development and Environment and the requirements of Installation License No. 2022-188699/TEC/LI-0181.

 

17.2GENERAL OVERVIEW

 

The Project is located in the city of Currais Novos, in the interior of the Rio Grande do Norte state. The Borborema Project is located in a semi-arid region with an average annual rainfall of 695 mm and an annual evaporation rate of around 2,600 mm, resulting in a high seasonal water deficit. The project is located about 172 km from Natal via Brazilian Federal Road BR-226, 30 km from Currais Novos, and about 1-4 km from the local communities of São Luiz, São Rafael, São Sebastião, and Maxixe.

 

The Project area is not located within Conservation Units or Indigenous Lands. There is a Quilombola Community called Negros do Riacho situated 25 km from the site, and do not be affected by the direct influence of the Project.

 

The São Francisco Farm and the Pedra Branca property were acquired due to their large areas that will house all the structures of the 2 Mtpy Project. The Jesus Maria farm was used as a legal reserve for the São Francisco farm and will be the reforestation source for the deforested areas of the Borborema Project, as required in the Vegetation Clearing Authorization.

 

The Environmental Impact Study (“EIA”) and Environmental Impact Report (“RIMA”) were prepared in 2011, in which the main impacts of the Borborema Project were identified and evaluated, and mitigation measures, plans, and environmental programs were proposed. The Project’s areas of influence were defined, and field studies were carried out on the terrestrial and aquatic fauna, flora, water resources, historical and archaeological heritage, socioeconomic diagnosis of the region, and traditional populations.

 

The presentation of the Project and the environmental impact study was held at a Public Hearing in the city of Currais Novos on 05/12/2013 and was well received by the local population. After the public hearing and analysis of the study by the responsible authority, IDEMA (Institute for Sustainable and Environmental Development of Rio Grande do Norte), the Preliminary License, LP No. 2011-047788/TEC/LP-0136, was issued in April 2017. On April 15, 2019, Installation License No. 2018-129191/TEC/0083 was issued for the implementation of the Borborema Project facilities in an area of 490 ha and is valid for four years.

 

Currently, the Borborema Project has Installation License, LI nº 2022-188699/TEC/LI-0181, that authorizes the construction of the Project and other accessory Licenses/Authorizations that are detailed in item 20.4.2 – Status of the Environmental Licensing of the present document. The Borborema Project headquarters are located at latitude 6°12' S and longitude 36°17' W, at São Francisco farm.

 

17.3     ENVIRONEMENTAL PERMITTING

 

17.3.1    Brazilian Regulatory Scenario

 

Mining activities require preliminary Environmental Permitting, regardless of the necessary procedures with ANM (National Mining Agency), as defined by Brazilian Federal Law No. 6,938/81 (BRAZIL, 1981), which established the National Environmental Policy.

 

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Annex I of CONAMA Resolution (National Environmental Council) No. 237/97 (CONAMA, 1997) lists the activities and undertakings that use environmental resources, effectively or potentially polluting, that are subject to Environmental Permitting. The Federal Law No. 6,938 / 81 and CONAMA Resolution No. 237/97 define three (3) types of environmental license, namely:

 

·Preliminary License (Licença Prévia-LP) - Issued in the preliminary stage of the project planning. It validates the location and design, attesting to the environmental feasibility and establishing the basic requirements and conditions to be met in the next phases of its implementation.

 

·Installation License (Licença de Instalação – LI) - Authorizes the installation of the enterprise in accordance with the specifications of the approved plans, programs, and projects, including environmental control measures and other conditions.

 

·Operation License (Licença de Operação – LO) - Authorizes the operation of the enterprise, after verifying the effective fulfillment of previous licenses, environmental control measures, and conditions determined for the operation.

 

The Brazilian Federal Law No. 6,938/81 also assigned to the States the power to license activities located within their regional limits. If the undertaking develops activities in more than one state, or if the environmental impacts exceed the territorial limits, IBAMA (Brazilian Institute for the Environment and Renewable Natural Resources) is the body responsible for granting permits.

 

In the case of the Borborema Project, which is located entirely in the state of Rio Grande do Norte and does not exceed state boundaries, the authority responsible for environmental licensing, issuing licenses and inspection is the Institute for Sustainable Development and the Environment of Rio Grande do Norte – IDEMA, that acts based on the State Complementary Law no. 272/2004 and its subsequent amendments such as Complementary Law no. 723/2022.

 

In addition to the main Licenses highlighted above, other accessory permits or authorizations are required to complete the licensing process, such as: Vegetation Clearing Permit, Special Wildlife Permit, and Special Permit for Construction Site, Water Resources Use Grant, Archaeological Heritage Permit, amongst others.

 

As requested by IDEMA, other government agencies participate in licensing by issuing accessory licenses or as interveners, issuing technical opinions to support licensing, such as:

 

·IGARN (Institute of Water Management of Rio Grande do Norte) - Responsible for issuing permits for the use of state waters.

 

·ANA (National Water Agency) - Responsible for issuing permits for the use of federal waters.

 

·IPHAN (National Historical and Artistic Heritage Institute) - Responsible for issuing permits for field studies, rescue of archaeological heritage and Technical Opinions that are added to the environmental licensing process.

 

·FUNAI (National Indian Foundation) - Responsible for issuing permits for anthropological studies in case the project is in Indigenous lands or in their Area of Influence.

 

·INCRA (National Institute of Colonization and Agrarian Reform) - Responsible for issuing permits for anthropological studies if the project is located on land belonging to traditional communities or in the Area of Influence.

 

·DNIT (National Department of Infrastructure and Transport) – Responsible for issuing Technical Opinions regarding interference on federal highways, amongst others.

 

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17.3.2    Environmental Licensing Status

 

Before Installation License No. 2018-129191/TEC/0083 expired on 04/15/2023, a new Installation License was required from IDEMA, issued on 03/02/2023 with a validity of five years.

 

The new Installation License, LI nº 2022-188699/TEC/LI-0181, authorizes the construction of the Borborema Project in an area of 490 ha, linked to mining rights 805.049/1977, 840.149/1980 and 840.152/1980 of the National Mining Agency (ANM), and other accessory Licenses/ Authorizations that are presented in Table 135.

 

Table 135: Borborema Project Licenses and Permits Held by Aura.

 

LICENSES DESCRIPTION   ISSUED DATE VALID TO DATE  STATUS  
LI nº 2022-188699/TEC/LI-0181 Installation License (LI) for extraction and processing of gold in a total area of 490 ha. 03/02/2023 03/02/2028 Valid License.
LP nº 2020-148887/TEC/LP-0016 Preliminary License for a Liquid Effluent Treatment Station with a treatment capacity of up to 1,680 m³/day (ETE). 07/14/2021 07/14/2023  Application for Installation License (LI) done on 06/04/23. LI issuance is expected for 90-120 days.
 LP nº 2020-149012/TEC/LP-0017   Preliminary License for wastewater pipeline with extension of about 27 km a long of BR-226 highway. 01/26/2022 01/26/2024 Valid License.
RLO nº 2020-149610/TEC/RLO-0243 Operating license - LO for the extraction and processing of gold in an area of 8.00 ha (former leach piles) and a volume of 1,200 m³/month. 07/06/2020 07/06/2026 Valid License - It will be added to the LO of the Borborema Project.
LP nº2021-165404/TEC/LP-0130 Preliminary License for a Power Distribution Line of 69 kV and 35 km. 09/13/2021 09/13/2023 Application for Installation License (LI) done. Prepare and submit all requirements made by IDEMA around October/2023. LI issuance is expected within 90-120 days after IDEMA´s review
LP nº 2023-197884/TEC/LP-0079 Preliminary License - LP for the Electric Power Substation (69 kV/13.8 kV), Power 37 MW, which will connect the 69 kV Power Distribution Line (SE).     Application for Preliminary License on June/26/2023. It is expected to be issued within 90-120 days.
RLS nº 2021-174272/TEC/RLS-0459 Simplified License for access to the Aura Borborema Project with an extension of 653.87 meters. 10/07/2022 10/07/2028 Valid License
ACMB nº 2022-188611/TEC/ACMB-0228 Special Permit for capturing, collecting and transporting biological material from fauna (ACMB) 02/13/2023 02/13/2024 Valid License
ASVeg 2024.5.2023.01620 Vegetation Clearing Permit for 175 ha  02/27/2023  02/27/2024 Valid License
  Special Permit for capturing, collecting and transporting biological material from fauna (ACMB)     Application for the ACMB on 05/15/2023. It expected to be issued in about of 45 days

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LICENSES DESCRIPTION   ISSUED DATE VALID TO DATE  STATUS  
ASVeg 2024.5.2023.14096 Vegetation Clearing Permit for 162 ha 07/12/2023 07/12/2024 Valid License
  Special Permit for Construction Site.     Application in June 2023. Authorization is expected to be issued within 45 to 90 days.
ORH nº 20388110 Grant to capture 183,15 m3/day of water from the existing Open Pit for earthmoving, civil works and wetting roads. 05/28/2023 05/28/2024 Valid License.
ORH nº 20372268 Grant to capture 183,15 m3/day of water from the São Francisco Dam for earthmoving, civil works and wetting roads 05/28/2023 05/28/2024 Valid License
  *Environmental License (LP, LI and LO)** for Definitive Fuel Station.     Application in February 2024. All licenses are expected to be issued around November 2024.
  Operating License (LO) for 2 Mtpy.     Application in October 2024. LO is expected to be issued within 90-120 days.
* Durante a Obra será usado um tanque de óleo diesel de 15m3 que é dispensado de licenciamento ambiental pelo IDEMA    
** LP, LI and LO - Preliminary License, Installation License and Operating License      

 

The application for an Operation License with IDEMA will be made around October 2024 and, by the instructions of the said environmental agency, all changes and expansions carried out in the executive project and implemented during construction must be informed shortly after the issuance of the Operation License (LO) and an Operation Alteration License-LAO must be required for the changes to be added later to the Operation License. Complementary studies can be requested by IDEMA for the issuance of the LAO. However, they should not interfere with the start-up of operations. It is estimated that, after applying, the Operating License will be issued in about 90 to 100 days.

 

17.4     ENVIRONMENTAL AND SOCIAL STUDIES

 

Comprehensive environmental studies were conducted to support the EIA/RIMA and create a baseline in the Project area. The main themes and issues studied in the environmental impact study are presented in this section.

 

17.4.1    Climate

 

The climate in the Borborema Project region is characterized as semi-arid with little or no excess water, with hot summers extending from October to March and warm and generally dry winters. The average annual precipitation is 695 mm, with a predominantly rainy season from January to April, but generally irregular.

 

Evapotranspiration rates within the project area are higher, reaching more than 2,000 mm/year, which causes a significant water deficit and is the main factor to be considered in the operation of the Borborema Project.

 

The average annual temperature is 27.5°C, with a minimum average of 18°C and a maximum average of 33°C. The variation between the warmest months (October to March) and the coldest month (July) is approximately 8°C. The predominant wind direction is from the southeast with an average speed of 1.4 m/s.

 

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17.4.2    Water Resources

 

17.4.2.1Regional Context

 

According to the EIA/RIMA, the area of the Borborema Project is in the Piranhas-Açu River basin, which covers a territory of 42,900 km² distributed between the states of Paraíba and Rio Grande do Norte, where approximately 1,552,000 people live. The basin is fully inserted in the semi-arid territory, with average annual rainfall between 400 and 800 mm concentrated between February and May. This condition, combined with the occurrence of shallow soils formed on crystalline bedrock, with low storage capacity, is responsible for the intermittent character of rivers in the region. In addition, the precipitation pattern tends to show high variability between years, with alternating regular rainfall and severe water scarcity, leading to water droughts in the Project region.

 

The Piranhas-Açu River rises in the Serra de Piancó, situated in Paraíba state, and flows out near Macau city, in Rio Grande do Norte state. Under natural conditions, it is an intermittent river. However, its continuity is ensured by two regularization reservoirs built by DNOCS, the Coremas-Mãe d´Água, in Paraíba (capacity of 1.36 billion m3 and regulated flow of 9.5 m3/ s, Q95%) and the Armando Ribeiro Gonçalves Dam (ARG), in Rio Grande do Norte (capacity of 2.4 billion m³ and regulated flow of 17.8 m3/s, Q 90%). Along the water system formed by the river channel and its regularization reservoirs, referred as the Coremas-Açu System, various water has developed, such as diffuse irrigation, irrigation in public perimeters, human supply, animal watering, leisure, energy production, and aquaculture.

 

The geological formation of most of the basin is crystalline rock, which is characterized by impermeable rocks with low water storage capacity, which is often of low quality. The sedimentary formations, with greater porosity and, therefore, greater water storage capacity, are present only in two points of the basin: a smaller one, in the sub-basin of the "do Peixe" river, close to Sousa (Paraiba state) and another, part of the Jandaíra Formation, covering the Baixo-Açu. Another important source of groundwater are the alluvial aquifers, which in most cases provide good quality water for human and animal consumption, and irrigation.

 

Due to the intermittent nature of the rivers in this region, surface water is contained in dams, which is the Brazilian government's strategy to deal with the recurrent drought. In addition to the aforementioned “Coremas- Mãe d’água” and "Armando Ribeiro Gonçalves" reservoirs, there are 46 reservoirs considered strategic as they have a storage capacity of over 10 million m3.

 

In the Project area, several dams were identified in the Project's area of influence, most of them located close to rural communities and two in the area directly affected by the Project, close to the former pit area, are the Onça Dam and the São Francisco Dam, as per photographs shown in Figure 148 and Figure 149.

 

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Figure 148: Onça Dam Photograph.

 

 

Figure 149: São Francisco Dam Photograph.

 

In addition to the above mentioned reservoirs the PROMON (2013) report includes other sources that can supply water for the Borborema Project for 2 Mtpy as described in Table 136.

 

Table 136: Description of Surface Water Sources.

 

Structure Property Distance to the Borborema Project (km) Water Permits
Onça Dam Aura Borborema Located on the Aura property State Water Use Permit/ Exclusive use of Aura
São Francisco Dam Aura Borborema Located on the Aura property State Water Use Permit/ Exclusive use of Aura
Aterro Dam Aura Borborema Located on the Aura property  State Water Use Permit/ Exclusive use of Aura
Fines Dyke Aura Borborema Located on the Aura property Requires Water Use Permit to be request to the State Water Body Agency (IGARN) – Exclusive use of Aura
ARG Dam Federal Government 42 km1 Requires a Federal Permit (ANA) multiple users

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Gargalheiras Dam Federal Government 87 km1 Requires a Federal Permit (ANA) multiple users

 

1Distance to the Dam to the Borborema Project

 

2CAERN – Companhia de Água e Esgoto do Rio Grande do Norte – Water and Waste Water Company of Rio Grande do Norte

 

17.4.2.2Water Demand

 

The studies carried out by Aura for the Borborema Project - 2 Mtpy identified the need for 75.6 m3/h of raw water that will be used in specific processing demands, as well as to replace losses and/or create a reserve to guarantee the continuity of the operation.

 

The alternatives for capturing water from the Armando Ribeiro Gonçalves (ARG) and Gargalheiras dams were discarded both due to the distance and the difficulty in obtaining the Water Use Permit since they are designated primarily for public supply by the ANA (Brazilian Water Agency), leaving the collection options in the São Francisco and Onça dams and the planned future fines dike, a large sedimentation basin and reservoir water catchment providing water for the mainly to the plant operation, which do not meet the demands of the operation.

 

Thus, the solution chosen by the company was to develop a project focused on saving water, prioritizing the maximum recirculation of process water, and minimizing the collection of raw water. For this purpose, the possibility of using reuse water (sewage) from the city of Currais Novos, about 30 km away from the Project, was identified, to be complemented by the accumulation of rainwater in the fines dike, and Onça and São Francisco dams, all located within São Francisco farm, owned by Aura.

 

For the use of reuse water, a contract was signed between Aura and CAERN (“Companhia de Águas e Esgotos do Rio Grande do Norte”) for the supply of up to 70 m3/h of untreated reuse water. This water will be pumped from CAERN's Sewage Pumping Station (EEE) “Caça e Pesca” in Currais Novos, covering about 27 km, to the Sewage Treatment Station (ETE) at the Borborema Project, which is designed to treat 70 m3/h of reuse water based on CONAMA Resolution 357/2005 – Class II.

 

The standard of Class II waters, according to Resolution CONAMA-357/2005, can be used for:

 

·Supply for human use, after conventional treatment.

 

·The protection of aquatic communities.

 

·Primary contact recreation, such as swimming, water skiing, and diving, by CONAMA Resolution No. 274 of 2000.

 

·Irrigation of vegetables, fruit plants, parks, gardens, sports, and leisure fields, with which the public may come into direct contact.

 

·Aquaculture and fishing activity.

 

The Reuse Water Pipeline and the Sewage Treatment Station - ETE of the Borborema Project are in the initial licensing phase with IDEMA and have received the Preliminary License, as described in Table 135.

 

Figure 150 shows the route of the reuse water pipeline from Currais Novos to the Borborema Project.

 

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Figure 150: Route of the Wastewater Pipeline.

 

Potable water will be purchased and supplied by tank trucks coming from the municipalities of Parnamirim and Macaíba, both located within the metropolitan region of Natal city.

 

17.4.2.3Water Balance

 

The project was designed for maximum process water recirculation and minimization of raw water (section 18.6.1). According to the PROMON (2023) report, a nominal flow of 1,282.1 m³/h of water will be required in the production process; the total recycled water will be 1,199.1 m³/h. The three solid-liquid separation operations will recycle the water to the beneficiation plant as follows: CIL tailings thickener (278.45 m³/h), DETOX thickener (533.05 m³/h), and waste filtrate (387.16 m³/h). Table 137 presents the water balance summary for the beneficiation plant.

 

Table 137: Summary of the Water Balance for the Process Plant.

 

Water Type Water Process Water Volume Units
Total consumption of process water Total flow of circulated water 1,282.1 m³/h
Raw water Flow 83,0 m³/h
Process Water Flow 1,199.1 m³/h
Total water recirculated in the process Tailings thickener OL 278.45 m³/h
Thickener DETOX 533.05 m³/h
filtered from the Tailings 387.16 m³/h
Inlet and outlet of water in the process Wacer intake by ETE 55.0 m³/h
Water intake by fine dike 28.0 m³/h
Final filter cake moisture 65.4 m³/h

 

In steady state operation, the plant will require 65.4 m³/h of raw water, operating at approximately 90% of capacity, corresponding on average to 21.6 hours per day. This flow corresponds to water contained in the cake generated by the filtering system. However, for the operational safety of the plant, raw water will be supplied from the treatment of reuse water at the Caça e Pesca Sewage Pumping Station in Currais Novos.

 

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To find out the average flow that the Caça e Pesca Pumping Station could provide, systematic flow measurements were carried out between January-December 2021 and January-August 2022, which showed averages of 46 m³/h and 56 m³/h, respectively. Therefore, the water balance availability considered for treatment in the ETE of the Borborema Project is 55 m³/h, with a deficit of 28.0 m³/h that will be supplied by the accumulation of rainwater from the Dique de finos.

 

17.4.2.4Water Management

 

As there is a significant water deficit in the region of the Borborema Project, since implementation, water management is focused on minimizing losses and which is fundamental for the operation. Based on this premise, the Borborema Project foresees that rainwater collected from waste rock and overburden co-disposal piles, pit, and accesses will be directed through drainage channels to the fines dike, which is used as a large sedimentation basin and reservoir providing water to the plant operations.

 

17.4.2.5Surface Water Quality

 

During the field studies for the preparation of the EIA/RIMA, surface water samples were collected at 10 different locations in the Project's area of influence, including the Onça and São Francisco dams located within the Borborema Project area. The parameters analyzed are listed in Table 138, whose limits are described by the former Ordinance No. 518/2004 related to the control and surveillance of water quality for human consumption and potability standards.

 

Table 138: Surface Water Parameters.

 

Physical-Chemical and Microbiological Parameters
Taste Total Ammonia Nitrogen
Odor Magnesium
Color Chlorine
Turbidity Biological Oxygen Demand
pH Dissolved Oxygen
Electrical Conductivity Mercury
Alkalinity Thermotolerant Coliforms
Hardness Total Coliforms

 

The analysis results indicated a low water quality for human consumption, with great potential for parasites, skin diseases, worms, etc. Only one sample of the 10 samples taken was below the maximum limit for total coliforms and thermotolerant. For the results relate to the Dissolved Oxygen parameter, only two samples were within the allowed limits, meaning unsatisfactory conditions for the development of aquatic life. According to the results of the physical-chemical analyses, the water samples were classified as brackish.

 

Water monitoring will follow the provisions of the Liquid Effluents and Surface Water Monitoring Plan presented and approved by IDEMA for obtaining the Installation License. Surface water collections will start in July 2023 and will be sent to a Certified Laboratory for analysis of the parameters established in the Water Monitoring Plan and concerning CONAMA Resolution 357/2005 (CONAMA, 2005), which provides for the classification of water, and the current Ordinance of the Ministry of Health nº 888/2021 (BRAZIL, 2021), which defines standards of potability of water for human use.

 

17.4.2.6Hydrogeology

 

According to GE21 (2019) two distinct aquifer systems exist in the Borborema Project area, which are hydraulically connected. The first one is the upper porous free aquifer, characterized by alluvial deposits that exist on the edges of riverbeds and local drainage systems, as well as by the soil cover and alteration mantle of Neoproterozoic schist rocks, where water flow and storage

 

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occur underground. The second is the fissured or fractured aquifer that fills at discontinuities (fractures, faults, diaclases, joints, etc.) in the underlying crystalline rock.

 

The alluvial aquifer within the project area shows small dimensions and the storage capacity is conditioned to the rainfall regime. The schist rocks present in the area present a certain degree of alteration up to an average depth of 30 meters, where the presence of small fractures with millimeter thicknesses, sub-verticals with angles of 75° to 85° and preferred directions northeast and northwest can be observed. Such an aquifer controls small local drainages such as Bugi Creek, Pedra Branca Creek, and other tributaries.

 

The GE21 report (2019) also describes years with above-average rainfall, according to which the aquifer remains saturated for longer, supplying water as verified in the Amazon well PA – 02 in 2012, which is within the Project area. On the other hand, in years with below-average rainfall, as in 2019, the aquifer cannot maintain storage, as observed in the same PA – 02, in July 2019, and was completely dry. In a few cases water was limited to 1.50 m³/h, especially those where the water assessment was carried out either assessed by the flume flow during drilling or reported by former employees.

 

Most of wells drilled in the crystalline region of northeastern Brazil reach maximum depths of around 50 to 60 metres, and according to regional studies below this depth, discontinuities in the rocks are not detected.

 

In addition to the points examined by GE21 (2019), another study, Hydrogeological Assessment for Mining Activities, Currais Novos (RN), Brazil, carried out in 2022 by FMD Geologia Aplicada (FMD, 2022), identified two types of risks associated with protected waters in the Borborema Project: quantity and quality. The results of this study demonstrate that the recharge of the local aquifer can supply the water demand of the Project. However, the location of producing wells is complex and fissure aquifers behave very heterogeneously. The study suggests that a detailed analysis should be performed to mitigate risks related to water quantity and quality.

 

Regarding the design studies for dewatering the pit and based on the hydrogeological characteristics of the area where the Borborema Project is located, the GE21 (2019) report states that neither water percolated from the surroundings into the pit, nor from effluent flows to adjacent areas is foreseen.

 

Starting in June 2023, an additional hydrogeological survey will focus on the entire project area to assess the potential use of groundwater and the possible impacts that may arise from the deepening of the pit.

 

17.4.3    Cyanide Management

 

The Borborema Project will require approximately 66.5 t/month of sodium cyanide, which will be transported by road from the state of Bahia. Cyanide use and control will be in strict compliance with all national and international regulations, notably FEEMA, CONAMA, and the International Cyanide Management Code. This Code is a voluntary program to help producers and shippers improve cyanide management practices and publicly demonstrate compliance with the Code and corporate transparency.

 

Sodium cyanide briquettes will be stored in secure, dark, dry, well-ventilated areas in their original shipping containers in crates on impermeable floors in a fully confined environment. Empty containers will be cleaned, and the rinse water will be recycled to the plant’s process water.

 

Industrial hygienists and company safety officers will conduct special training programs for all employees who handle or work with cyanide following the Cyanide Code and material data safety sheets. Procedures and safety plans will be developed that will govern how cyanide is used on-site.

 

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The tailings from the beneficiation process will undergo a cyanide abatement process called DETOX. This process reduces the weak acid dissociable cyanide (WAD) level to less than 1.0 mg/l, free cyanide to less than 0.6 mg/l, and total cyanide to less than 1.75 mgl/l.

 

Cyanide management following international cyanide management standards (ICMC), good environmental and occupational health and safety practices, as well as the implementation of the DETOX process, will jointly prevent environmental accidents that may affect water bodies, terrestrial fauna, and aquatic life and the health of workers.

 

17.4.4    Acid Rock Drainage (ARD)

 

As of 2012, the Geochemical Characterization Program for the Borborema Project started with the assessment of the acid mine drainage potential through the hiring of Global Resource Engineering (GRE, 2013) who report the geochemical tests results.

 

The geochemical tests for predicting and confirming acid mine drainage are static and kinetic. Static tests assess the acid drainage potential through the balance between acid consumption and acid production from the mineral components of certain samples. Kinetic tests, performed on columns and moisture cells, provide estimates of acidity generation concentrations or reaction rates. These estimates indicate the severity and duration of acid mine drainage and metal leaching.

 

A total of 33 waste rock samples were collected and sent for static tests (Acid-Base Accounting – Modified-Sobek Method, SOBEK, 1978), whole rock and metal analysis, and SLPC (Synthetic Precipitation Leaching Procedure) testing. The results indicated that 91% of the samples (30) had a low potential for acid drainage. Among all 33 samples, 24 were tested to assess the respective kinetics for 45 weeks. The results indicated that 22 samples had low generating potential and 2 samples with possible acid generation (low pH and high sulphate concentration). The results did not indicate metal leaching; however, it was detected that arsenic (As) mobilizes in low concentrations during the kinetic tests.

 

In 2013, a 20L sample of tailings was sent to the SGS CEMI Laboratory in Burnaby, British Colombia, Canada, for static tests (acid base accounting – ABA), analysis of whole rock and metals, SPLP (synthetic precipitation leaching procedure), as well as supernatant solution testing. The results indicated low potential for generation of acid drainage and no significant risk of metal leaching. The only point of concern is the high concentration of sulphates and total dissolved solids in the supernatant solution. No easily soluble metals were detected in the waste rock sample.

 

In general, it can be concluded that the results of the tests carried out so far do not suggest the generation of acid or alkaline drainage associated with waste materials and waste rock from the Borborema Project. Leaching of metals is not a significant concern.

 

Despite the good results, Aura contracted the company GEONVIRON, from Belo Horizonte, Brazil, to continue the geochemical studies and deepen the investigation of the potential for generation of acid mine drainage (DAM) and leaching of metals from overburden and tailings of the Borborema Project over 12 months.

 

Static and kinetic tests of tailings samples are already underway at the SGS/GEOSOL Laboratory in Belo Horizonte, Brazil, and new overburden and ores samples will be collected in July 2023 at the Borborema Project site. The objective is to increase the number of samples, improving the representativeness of the data obtained, in addition to improving the understanding of the water quality influenced by the mine structures, regardless of the existence or not of an acidity generation process. At this stage, samples of tailings and overburden will also be tested to evaluate the impact of the co-disposition of both materials.

 

17.4.5    Flora

 

According to the EIA/RIMA, the Borborema project is within the Ecoregions of Depressão Sertaneja and Planalto da Borborema, located in the state of Rio Grande do Norte, dominated by the Caatinga (white forest) Biome.

 

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The Caatinga, according to the Brazilian Institute of Forests, covers 11% of the Brazilian national territory, resulting in an area of 844,453 km². It has a semi-arid climate and has vegetation with few leaves and adapted to dry periods, in addition to great biodiversity. The Caatinga includes the entire state of Ceará and partially the states of Alagoas, Bahia, Maranhão, Minas Gerais, Paraíba, Pernambuco, Piauí, Rio Grande do Norte, and Sergipe.

 

The main characteristics of the Caatinga vegetation are shallow and stony soil, low trees, crooked trunks that have thorns, and leaves that fall during the dry season (except for some species, such as the Juazeiro). It is a plant formation with very simple flowering, where the jurema (Mimosa malacocentra), Aspidosperma pyrifolium, the jurema (Mimosa tenuiflora), the catingueira (Poincianella pyramidalis), the facheiro (Pilosocereus gounellei) and the mandacaru (Cereus jamacaru) are predominant species.

 

The directly affected area, where the Borborema Project is located, is dominated by Caatinga, but species of riparian forest such as oiticicas (Licania rigida) and uazeiro (Ziziphus joazeiro) are found within the Directly Affected Area (“ADA”).

 

In the assessed area, there is an abundance of taxa such as Prosopis juliflora (algaroba) and Euphorbia turicalli (aveloz). The algaroba is an invasive species from the northeast region that has adapted very well to the semi-arid climatic conditions of the region. Aveloz is of African origin, found throughout the north and northeast of Brazil, and has pharmacological potential.

 

The species Myracrodruon urundeuva and Amburana cearensis are on the endangered species list (MMA, 2008 and IUCN, 2010), and only adult specimens were found in the project area.

 

Other important species found in the study area as mature plants were Croton blanchetianus, Poincianella Pyramidallis, Pilosocereus Piauhiensis, and Mimosa Tenuiflora.

 

Figure 151 shows the vegetation cover in the directly affected area (Borborema Project area) as well as in the Project’s area of influence.

 

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Figure 151: Vegetation Cover at the Borborema Project Site.

 

17.4.6    Fauna

 

17.4.6.1Terrestrial Fauna

 

According to the EIA/RIMA, most of the species observed in the Borborema Project area and areas of influence are reptiles and birds. Figure 152 shows the fauna field survey points.

 

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Figure 152: Points of Field Survey of Terrestrial Fauna.

 

In the EIA/RIMA it is highlighted that among the species observed in the field, two of them are endemic to the Caatinga biome, namely: Phyllopezus periosus (Rodrigues, 1986) (Phyllodactylidae) and Tropidurus semitaeniatus (Spix, 1825) (Tropiduridae).

 

Some species of reptiles such as iguanas and teiids are of interest to local communities, some of whom consider these reptiles as food. The Convention on International Trade in Endangered Species of Wild Fauna and Flora (CITES) lists the following Brazilian species observed in the field: Boa constrictor Linnaeus, 1758; iguana Iguana Linnaeus, 1758; and Tupinambis merriani (Duméril & Bibron, 1839). CITES comments that while these animals are not yet endangered, they could become so if not monitored.

 

The avifauna is diversified mainly near the watercourses. CITES lists the following bird species observed in the field: Heliomaster squamosus (Shaw, 1812); Caracara plancus (Miller, 1777); Aratinga cactorum (Kuhl, 1820); Athene cunicularia (Molina, 1782); Glaucidium brasilianum (Gmelin, 1788); and Tyto Alba (Scopoli, 1769). All these species are not currently endangered.

 

Mammals observed in the Project area consist of very small indigenous animals as well as introduced species such as goats, cattle and donkeys from some farms within the study area. Only one species of the mammalian fauna observed in the field is included in the Brazilian CITES list; this is the crabeater fox, Cerdocyon thous (Linnaeus, 1766), but it is not threatened with extinction.

 

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17.4.6.2Aquatic Flora and Fauna

 

Ten collection points were selected based on maps and images of the EIA/RIMA study area, prioritizing the most abundant watercourses both in the Project area (ADA) and in the Indirect Influence Area (“AID”)of the enterprise. At each of these ten points, the following indicators were sampled and analyzed: cyanobacteria, phytoplankton, zooplankton, phytobenthos, zoobenthos, and aquatic macrophytes; in addition, chemical analyses and microbiological analyzes were completed on sediments. The collection points were also used as water sampling points for physical-chemical and bacteriological analyses.

 

The results of the analysis of the aquatic flora and fauna suggest that the aquatic environments in the EIA/RIMA study area are already under stressful environmental conditions that can be explained by the anthropic influence and the fact that some of the dams and other water bodies are under water stress due to the drought that is common in the region studied.

 

17.4.7Social and Community

 

17.4.7.1History

 

Historically, the Seridó region is marked by livestock activity that dates back to the 17th century. At the beginning of the 20th century, mineral resources were found in the region and the process of exploring these minerals began, mainly beryl, columbite, tantalite, crystalline rocks, and mica related to pegmatite deposits. In the 1940s, scheelite, a tungsten ore, was found and started to contribute significantly to the local economy of Currais Novos.

 

During the 1970s, mining activity reached its peak and employed thousands of people, mainly in the municipality of Currais Novos, with emphasis on the mines of Brejui, Barra Verde, and Boca de Laje. At that time, the region was the main source of scheelite in South America. In the 1980s, scheelite mining was negatively impacted by the increase in production costs and the reduction in the international price of tungsten.

 

Gold in Borborema was discovered in the 1920s by Brazilian prospectors (known locally as garimpeiros) and was successfully exploited until the 1970s when the Itaperibá Company incorporated the rights to the ore. Subsequently, the project area was owned by several companies, including Xapetuba which recovered approximately 3 tonnes of gold using Brazil’s second heap leach processing operation. Other companies included Metasa Metais Seridó, Mineração Santa Elina, MGP, and currently Aura.

 

The fact that Currais Novos has its recent history linked to mining activity makes the population favorable towards the implementation of the Borborema Project, which is directly linked to the development of the municipality and region.

 

17.4.7.2Towns and Villages

 

The Borborema Project is located in the rural area of the municipality of Currais Novos, approximately 172 km from the state capital, Natal; about 30 km east of Currais Novos and 12 km west of Campo Redondo.

 

The closest neighboring communities to the Project area are São Luiz, São Rafael, Maxixe, Pedra Branca, Santo André, and São Sebastião, which are approximately 1 to 4 km from the boundaries of the São Francisco and Sítio Pedra Branca farms. Other communities relevant to the Project are the District of Cruz and Liberdade, located about 11 and 21 km from the Project respectively.

 

These communities have in common an economy based on family farming and precariously raising livestock due to the scarcity of water, lack of sewage treatment and water supply, public transport, culture, education, and few job opportunities.

 

Among the communities located in the Project region, the most prominent is the District of Cruz. According to local representatives, the community has around 500 families and plays an important role in the region, as it functions as a regional

 

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service center with educational and health support facilities. The village has been considered locally as the most developed one with the best structure in the region.

 

The communities closest to the Borborema Project are smaller in terms of population: São Luiz – 15 families; São Rafael – 10 families; Pedra Branca – 2 families; Santo André – 50 families; São Sebastião – 56 families; Maxixe – 20 families.

 

In the field survey carried out by the consulting firm INTEGRATIO in October 2019, a high expectation was found in these communities for the Borborema Project on topics such as job and income generation, hiring local labour, and water supply.

 

17.4.7.3Traditional Communities

 

Quilombolas are the descendants and remnants of communities formed by fugitive enslaved people, who formed the “Quilombos” between the 16th century and 1888 (when slavery was abolished in Brazil) and, according to Brazilian legislation, are now considered traditional and protected.

 

There is a Quilombola community called “Negros do Riacho” which is located approximately 25 km away from the Project area. According to the situational assessment carried out in 2019 by the consulting firm INTEGRATIO, the community is extremely poor and consists of 90 families and about 350 inhabitants, mostly children, due to the high birth rate.

 

This community lost part of its culture after the death of its leader who encouraged handicrafts among the population, producing ceramic vases for local sale. Craft production has ceased and the community subsists on small agricultural activities, financial aid from the federal government (“Bolsa Familia” system), and charity. As a result, the incidence of alcoholism among men in the community has increased.

 

Due to the distance of the community from the Borborema Project, and because it is located beyond the 8 km radius of the ADA(Directly Affected Area) established by Interministerial Ordinance No. 60 of 2015, there is no legal obligation for specific studies and plans with this community. However, as it is located in the AII-Area of Indirect Influence, according to the EIA/RIMA, Aura can involve the community in its local and cultural development projects, contributing to the improvement of the well-being and cultural maintenance of this group.

 

17.4.7.4Stakeholders

 

Between September and October 2019, an extensive data survey was carried out, which aimed to map and analyze the stakeholders in the Project area. This work indicated that stakeholders have a superficial knowledge and many concerns about how the enterprise will be developed in the territory; but, at the same time, given the scenario of shortages in the municipality, there is also a positive expectation and acceptance in relation to the company’s performance, based mainly on the perception that the Project will bring benefits to the region. This mapping exercise included mainly local community leaders and representatives of the municipal government (executive and legislative).

 

In order to update/validate the conclusions of the 2019 assessment, a new data survey was undertaken with strategic stakeholders in the territory between April 18 and 23, 2022, which also included local community leaders and government representatives municipal (executive and legislative). The results of the work corroborated the conclusions shown in the 2019 mapping, reinforcing them, both from the point of view of the low level of knowledge of the stakeholders about the Project, as well as the positive expectation in relation to it. This study also reassured the population of Currais Novos in the belief that the Borborema Project development will happen, which was being doubted due to the long period of project development and licensing process, and the non-completion installation of the enterprise since this possibility started to be discussed in the municipality.

 

With the acquisition of the Borborema Project by Aura, the initial perception of the population and local leaders was that another company was arriving and the level of disbelief in the Project development increased. However, with Aura approaching the main

 

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stakeholders (state, municipal and legislative governments, and local leaders) and scheduling the Project’s Fundamental Stone for May 31, 2023, this perception of disbelief was reverted into belief in the implementation of the Project.

 

The continuous updating of communication and relationship processes is based on the parameters of monitoring, informing, relating, and engaging the community in Aura’s dynamics. Therefore, a new survey of the socioeconomic situation of Currais Novos, neighboring municipalities, and local communities is planned for July 2023, with mapping of stakeholders and updating of the Social Communication Plan to define the new initiatives that will be implemented in 2023.

 

17.4.7.5Population and Demographic Aspects of Currais Novos

 

According to data from the IBGE (Brazilian Institute of Geography and Statistics), the population of Currais Novos in 2010 was 42,652 inhabitants, with an estimated population for 2021 of 45,022, which represents a population growth of 5.5% per year over the last decade, while in Brazil the growth was 11.8%.

 

The urbanization rate of Currais Novos in 2010 was 88.57%, showing an almost complete presence of inhabitants in the urban area. The population located in the vicinity of the Project has rural characteristics.

 

The age distribution of the population of Currais Novos defined in 2010 showed a strong concentration of people up to 29 years old, characterizing a young population, in which the majority are female. The largest contingent of inhabitants is between 10 and 14 years old, projecting a pyramid whose base is wider than the top, which is a characteristic of places with a mainly young population.

 

In this regard, during the interviews carried out for the Stakeholder mapping in 2019, the need to promote actions aimed at young people, such as leisure activities, but also others such as professional training, entrepreneurship, and innovation, was pointed out.

 

17.4.7.6Local Economy and Vocation of Currais Novos

 

Currais Novos has its origins linked to the period known as the Cattle Cycle, in the 18th century. In 1808, due to agricultural development, several families of settlers occupied the region, constituting a village. Raising cattle was the city’s first economic cycle, followed by the cotton and mining cycles.

 

Until the end of the 1980s, Currais Novos was the largest producer of scheelite, a mineral from which tungsten is obtained, which is widely used in the manufacture of aircraft, rock drill bits, ballpoint pen tips, and electric lamp filaments. Currais Novos was also once the most important mining town in the Seridó region.

 

In addition to the pastoral and mineral vocation, tourism, technology and services deserve special mention.

 

Due to its geographic location, Currais Novos has great tourist potential, mainly because the Seridó Geopark is part of the UNESCO Global Network – which comprises an area in the Potiguar Seridó, completely involving the territories of the municipalities of Acari, Carnaúba dos Dantas, Cerro Corá, Currais Novos, Lagoa Nova, and Parelhas. The municipality of Currais Novos presents a set of natural and cultural potential, such as geosites, which include: Cânions dos Apertados, Morro do Cruzeiro, Mina do Brejuí, Lagoa do Santo and Pico do Totoró.

 

In 2020, the Rio Grande do Norte Mineral Technology Center (IFRN research unit) was inaugurated, which aims to encourage the creation of innovative processes and products that generate value for the mineral production chain, a great potential in the municipality and which tends to gain with the implementation of the Borborema Project.

 

The municipality of Currais Novos has a good level of development that can be related, in part, to its long history of mining, which contributed to a positive environment of economic growth, favoring the improvement of human resources and the levels of

 

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professional training of the population. This dynamic resulted in a well-organized municipality from the point of view of service provision, being an important health support center and an education hub in the Seridó region.

 

17.4.7.7Community Expectation

 

The main positive community expectation for the Project is the potential increase in the municipality’s employment levels, as well as in the increase in income and, consequently, in the improvement of the local economy. The local population’s perception of the Borborema Project is driven by Currais Novos’ history with mining activity and the need currently experienced by the municipality to improve its economic condition.

 

It is important to emphasize that even if the scenario is favorable to the Project, as indicated by the surveys carried out by INTEGRATIO in 2019 and 2022, the public may express interest and feel the need to be informed about the next steps and the positive and negative points of the impacts that the Project will bring. It is necessary to consider that expectations regarding “employment and income generation” and “prioritization of local labor” – the main themes pointed out by the public – are very high and must be well managed since local expectations will initially exceed vacancies offered and the arrival of workers from other locations is always an aspect of tension for the corporate reputation.

 

Another important point is the local concern with the availability of water, which is evident in the statements of the interviewees, especially by rural communities that have a precarious supply of water, motivated by Currais Novos being in a region of climatic vulnerability. Thus, concerns about the water supply for the Project and its impact on water resources in the region are present in discussions with the public and must be clarified with local communities to build a positive relationship.

 

To varying degrees, the Project can be expected to have politically, environmentally, economically, and culturally impacts. Any conflicts generated by the Project related to issues such as compensation demands, environmental recovery and maintenance, public infrastructure construction and maintenance support, access to land, etc., will require careful attention from Aura. These realities will require clear policies and good communication strategies in order to promote effective mediation between the parties involved. The definition of strategies must follow Aura’s policies and values and take into account local characteristics. These strategies will be of great importance in the development of the Project and in managing the expectations generated by its size and potential social impact.

 

17.4.7.8Social Risks

 

The main social risks identified by INTEGRATIO, based on the interviews carried out in 2019 and 2022, are listed below.

 

·The issue of water, both for use in the beneficiation process and possible contamination, is the main concern of stakeholders.

 

·São Luiz community, located about 2 km from the boundary of São Francisco farm, is concerned about the contamination of water resources by the mining operation.

 

·Although the INTEGRATIO interviews did not identify reactions against the installation of the Borborema Project, rural communities very close to the project (1-4 km) should be a point of attention.

 

·“Negros do Riacho Quilombola” community, despite being located about 25 km from the Project, deserves actions for the development of a positive relationship, in view of the attention and importance that traditional communities are gaining in Brazil and in the world.

 

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It should be noted that since the acquisition of the Borborema Project by Aura Minerals in September 2022, there has been a change in the perception of the main stakeholders regarding the use of water in the production process, since Aura will capture and treat reused water (sewage) from Currais Novos for use in the process. This innovative initiative is approved by the main government agents (Department of Development of the RN, Secretary of the Environment of the RN, IDEMA, City Hall of Currais Novos, Water and Sewage Company of Rio Grande Norte, etc.).

 

Aura must promote effective and transparent relationships and communication actions with local communities to create an environment of trust and engagement with the local population.

 

For more details on the social aspects resulting from the study carried out, see the INTEGRATIO (2019) report.

 

17.4.7.9Legally Protected Areas

 

According to the EIA/RIMA, there are no Conservation Units (SNUC-National System of Conservation Units), neither full protection nor sustainable use (Parks, National Forests, Environmental Protection Areas, Ecological Stations, Biological Reserves, etc.) in the ADA-Directly Affected Area of the Borborema Project. No Indigenous Lands were registered either. Table 139 shows the distance between the Conservation Units and Indigenous lands of the Borborema Project.

 

Table 139: Distance of Indigenous Lands and Conservation Areas of Rio Grande do Norte from the Borborema Project.

 

Conservation Area Distance (km)
National Forest of Apu - 99
Mata de Pipa State Park -PEMP 133
Salobro Farm Private Natural Heritage Reserve 81
Piquiri-Una Environmental Protection Area   101
Seridó Ecological Station   110
   
Indigenous Land Distance (Km)
Baia das Traíras Indigenous Land * 180
Sagi Indigenous Land* 200
Potiguara e Jacare Indigenous Land** 141
Monte Mor Indigenous Land 140

 

*Rio Grande do Norte State

 

** Paraíba State

 

Source: MMA- Ministry of the Environment of Brazil and FUNAI- National Indian Foundation

 

According to Law 12.651/2012 (Brazil, 2012), all rural properties in the Caatinga Biome must maintain at least 20% of their area as preservation areas for native flora and fauna. These areas are referred as Legal Reserves (“RL”). The RL for the São Francisco farm, owned by Aura and the Project headquarters, was relocated to another site, Jesus Maria farm, which acquired by the former owner of the Project, Crusader so that the entire area of São Francisco farm could be used for project infrastructure. Thus, Jesus Maria farm fulfills the role of preservation, bringing together its legal reserve and that of the São Francisco farm. The relocation of Legal Reserves is provided for by law and the entire process was carried out following IDEMA’s instructions and technical assessment. Figure 153 shows the location of Jesus Maria farm, the RL designated farm.

 

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Figure 153: Location of Jesus Maria Farm, Legal Reserve of São Francisco Farm.

 

17.4.8    ARCHEOLOGY

 

As part of the analysis and environmental impact assessment (EIA/RIMA) of the Borborema Project, an archaeological study was carried out on the Project area and areas of influence. The scope of this study was defined by the “Instituto do Patrimônio Histórico e Artístico Nacional (IPHAN)” of Brazil and was carried out by Arqueologia Brasileira Consultoria LTDA resulting in the Castro (2020) report. The study was submitted to IPHAN and subsequently approved, following Official Letter No. 302/2021/IPHAN-RN/IPHAN (IPHAN, 2021), which favored the issuance of the Operating License for the Borborema Project.

 

The main findings and conclusions of the above-mentioned study, Castro (2020) report, can be summarized as follows:

 

·Most of the Directly Affected Area (ADA) of the Borborema Project has been significantly disturbed by past mining activities and associated infrastructure.

 

·Pre-colonial rock archaeological sites were discovered in the Project’s Indirectly Affected Area (AID). The two pre-colonial sites at Pedra Branca and Pedra do Letreiro are in deep valleys cut by streams and comprise red cave paintings of anthropomorphic representations of animals (see Figure 20-7).

 

Sites containing figures created from granite blocks were identified along the Acauã River channel downstream of the Gargalheiras Dam in Acari and within Project AID. These sites can be related to the cave engravings commonly called Itacoatiaras, which are usually found on rocks along river channels and contain figures in the form of dotted lines, as well as geometric and dome-shaped

 

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figures. Lithic work where small rock artifacts have been formed by chipping, smoothing, and polishing is also common. Figure 154 shows an example of rock paintings at Pedra Branca.

 

 

Figure 154: Rock Paintings at Pedra Branca.

 

Subsurface surveys were performed to aid in the preliminary stratigraphic characterization of the Project ADA subsurface, Figure 155. The surveys were also used to delineate areas of potential archaeological interest near drainage systems in low-lying areas of the Project site. The surveys indicated some artifacts and other traces of significant past human activity within the ADA.

 

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Figure 155: Subsurface Surveying in the ADA.

 

The results of the archaeological studies will not impede the progress of the Project. However, during the construction and implementation phases, continued works defined by IPHAN will be necessary, such as monitoring and monthly accountability to IPHAN and collection and registration with IPHAN of items and objects of relevance within the project’s ADA.

 

17.5MAIN ENVIRONMENTAL AND SOCIAL INTERFERENCES

 

According to the Environmental Impact Study (EIA), the positive and negative impacts listed are summarized below:

 

·Dynamization of the local and regional economy.

 

·Tax collection.

 

·Employment and income generation.

 

·Improvement of socioeconomic indices.

 

·Pressure/interference on urban and road infrastructure.

 

·Pressure on essential service infrastructure.

 

·Interference in the daily life of the local population.

 

·Interference in soil surface dynamics processes.

 

·Risk of water and soil contamination.

 

·Change in environmental quality due to the generation of noise and vibration.

 

·Loss and fragmentation of vegetation.

 

·Disturbance of wildlife.

 

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·Loss of habitats and alteration in ecological processes.

 

·Landscape modification.

 

·Change in air quality due to dust generation and gas emission.

 

The positive impacts identified for the Borborema Project are those related to the socioeconomic environment, such as boosting the local and regional economy, tax collection, and generation of employment and income. As well as improvement of socioeconomic indices that will benefit not only Currais Novos, but the entire region of influence of the Project.

 

Among the negative impacts, those related mainly to the suppression of vegetation, disturbance of wild fauna, water and soil contamination, interference in the daily life of the local population, and alteration in air quality due to the generation of dust and gas emissions, which can be minimized with measures such as:

 

·Establish and implement a vegetation suppression procedure with the release of areas by Aura’s Environment Department.

 

·Systematic surveillance of deforestation to restrict suppression only to strictly necessary and licensed areas.

 

·Forest replacement, for Borborema there is already a replacement project underway at Jesus Maria farm.

 

·Establish an ecological escape corridor for fauna in contiguous areas.

 

·Establish operational procedures for the proper handling of chemical reagents for both the unloading area and the preparation of solutions to avoid spills.

 

·Waterproof containment basins and drainage systems in areas where chemical reagents are used.

 

·Effective and transparent communication with the local population about the environmental and social aspects of the Project.

 

·Aura must increase its social interactions by initiating community programs that enhance the development and well-being of local communities.

 

·Use of dust-suppressing polymers in the accesses and co-disposal piles of overburden and waste rock.

 

·Controlled disposal of overburden and waste rock, so that the waste rock is disposed of internally and waste rock externally, avoiding the formation of dust.

 

17.6ENVIRONMENTAL AND SOCIAL PROGRAMS

 

For each environmental impact identified in the EIA/RIMA for the Borborema Project, measures were proposed for the prevention, control, minimization, and compensation of negative impacts, as well as the enhancement of positive impacts.

 

These measures are organized in Environmental Plans and Programs that must be executed by Aura during the Project. It is important to note that the proposed actions correspond to the first instrument of management and environmental planning for the Borborema Project and that these actions should be detailed and expanded throughout the implementation, operation, and closing phases of the enterprise. These Plans and Programs are summarized in Table 140.

 

Table 140: Social and Environmental Plans and Programs.

 

Programs and Plans Installation Operation Closure

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Environmental Management Program X X X
Social Communication and Socio-Environmental Information Program   X X X
Environmental Educational Program   X X X
Reclamation Plan     X X
Closure Plan     X X
 Geochemical Monitoring Program (ARD) X X X
Water Monitoring Program X X X
Solid Waste Management Program X X X
Wastewater Monitoring Program X X X
Emergency Program X X X
Vibration Monitoring Program   X  
Air Quality (Dust) and Noise Monitoring Program X X X
Erosion Prevention, Monitoring and Control Monitoring Program X X X
Terrestrial Fauna Monitoring Program X X X
Vegetation Clearing and Fauna Rescue Monitoring Program X    
Forest Replacement Program X X X
Labor Training and Qualification Program X X  
Program of Actions with the Community and Government X X  

 

17.7RECLAMATION AND CLOSURE

 

The Degraded Areas Recovery Plan (PRAD) and the Closure Plan for the Borborema Project are following ANM Resolution (National Mining Agency No. 68/2021) and established guidelines for recovery and closure planning, in addition to general recovery measures to be taken during and after mining, to ensure progressive rehabilitation bringing the site close to pre-mining conditions. In addition to the revegetation efforts, other important recovery measures to be implemented include land topography regularization, drainage, and slope stabilization.

 

The main infrastructures, objects of recovery and closure are accesses, construction sites, open pits, piles of co-disposal of mine waste rock and tailings, piles of ore, and civil and industrial facilities, among others. The recovery of the areas will be mainly through the sowing of grasses and legumes and the planting of native species. Table 141 shows the list of areas covered by the Mine Recovery and Closure Plan.

 

Table 141: List of Areas to be Recovered.

 

Description Area (ha)
Accesses 6.18
Mine Ancillary Facility Area 1.80
Dump Areas 5.78
Industrial Area 9.28
Construction Area 8.53
Open Pit “B” 53.71
Open Pit “C” 1.68
Dike 23.34

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Parking/Entrance 0.68
Sewage treatment station Area 0.89
Filtering of tailings 1.73
 Guardhouse 0.01
Civil Installations 0.51
Magazine/Emulsion tank 0.26
Tailings and Waste Rock Co-Disposal Pile PNE 76.49
Tailings and Waste Rock Co-Disposal Pile PNW 39.89
Pile of Crushed Ore 0.37
Pile of Ore 14.96
Electric Power Substation 0.16
Total 246.25

 

For the decommissioning phase, the industrial and civil facilities will be demolished, and the waste will be disposed of according to its classification, according to Brazilian legislation and standards.

 

In the case of fixed and mobile equipment in good condition, these items may be sold or used in other Aura Minerals’ ventures.

 

Concerning demolition, the main methods to be employed are manual and mechanized demolition. Manual demolition uses tools such as hammers, pickaxes, crowbars, and manual pneumatic or electric breakers, among others. This method should be used in the decommissioning of concrete and masonry structures with more than one floor, but mainly for the release of different classification residues. Mechanized demolition should be carried out mainly by equipment with excavators equipped with hydraulic breakers, hydraulic shears, sprayers, and scoops.

 

Concerning recovery and revegetation of degraded areas, the areas of pits, piles of waste rock/tailings co-disposal, and accesses will be recovered through the sowing of grasses and legumes. The industrial areas, civil installations, construction sites, ore piles, dumps, and other areas will be recovered with the planting of tree species native to the Caatinga Biome.

 

It is important to point out that for the vegetation recompositing of the areas, it will be necessary to reconfigure the site to the previously topography, with the implantation of drainage systems, and soil decompression, amongst others.

 

For the decommissioning and closure phase, the following plans/programs are planned:

 

·Degraded Area Recovery Plan (PRAD).

 

·Water Quality Monitoring Program.

 

·Program for Prevention, Monitoring, and Control of Erosive Processes.

 

·Geotechnical Monitoring Program.

 

·Dust and Noise Protection and Control Program.

 

·Terrestrial Fauna Monitoring Program.

 

The estimated closure costs for the 2 Mtpy plan of production are summarized in Table 142.

 

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Table 142: Closure Costs Summary.

 

Description Cost (US$)
 Administration 647,858.22
 Reclamation Executive Project 242,307.69
Dismantling and Demolition 3,831,877.75
Topographic reconfiguration and drainage system 326,013.15
 Revegetation 3,558,594.17
Communication Program and Monitoring 609,767.23
Contingency 645,149.42  
Total 9,861,569.62

 

17.8Opinion of the QP

 

In QP’s opinion, the environmental and social risks at Borborema are manageable, and Aura has in place adequate management plans and systems to manage these risks and to maintain compliance with applicable environmental legal requirements. Based on review of documentation made available by Aura, the QP is of the opinion that it is unlikely that environmental and social factors will materially affect Aura’s ability to operate according to the LOM plan described in this TRS.

 

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18CAPITAL AND OPERATING COSTS

 

After basic project conclusion with quantities and prices, the initial CAPEX indicated values above expectations, which led us to analyze opportunities to reduce it, including reengineering to change solutions. Several reduction opportunities were evaluated and composed the final CAPEX, and them were summarized in the report BBR-B-RA-0000-PRO-V-0001-R0. Major items studied are listed below:

 

·Crushing: reduction of capacity from 4Mtpy to 2 Mtpy, exchange of apron feeder and vibrating screen for a vibrating grizzly feeder, and simplification of the technical solution aiming to make the set cheaper by reducing operational facilities.

 

·Crushed Ore Stockpile: Exchange of the bin solution for an emergency pile, including gallery for material recovery.

 

·Grinding Circuit/Gravity Concentration: change of concept from gravity to pumped transfers in some cases aimed to reduce structure high, which is currently very vertical, reducing pumping capacity in the hydrocyclone supply. In addition, reviewed sizings that considered 4Mtpy capacity to equipments of these areas.

 

·Leaching and Adsorption Circuit (CIL): change of concept on leaching/CIL operational platform at the top of the tanks, aiming to reduce its area and weight of metallic structure.

 

·Filtering System: reduce of filtration solution maturity at a conceptual level by replacing the vacuum belt solution to press filters.

 

·Pipe-rack: change of concept aiming to reduce the metallic structure of pipe-rack.

 

·Pebbles: removal of the peebles conveyors system as an initial part of the project.

 

·Changes in some tanks capacities aiming to reduce CAPEX.

 

·Crushed Ore Stockpile: reduction of capacity from 4Mtpy to 2 Mtpy.

 

·Other changes mentioned in document BBR-B-RA-0000-PRO-V-0001-R0

 

18.1CAPITAL COSTS

 

The CAPEX estimation contains all costs related to assembly, construction, equipment, and materials necessary for the implementation of the Project, as shown in Table 143.

 

The variation of the CAPEX estimation is over 10% and less than 10% of the total estimated investment. This section is divided into services, supplies, mine, pile and transmission line, and indirect costs. The estimates were based on quoted, estimated, or historical values, together with values provided by Aura, based on experience in the sector, and similar projects. All tables presented throughout this section are quoted in U.S. dollars, based on an exchange rate of R$ 5.20 (Brazilian reais) for US$ 1.00 (U.S. dollar). The technical items used in this estimate were evaluated and validated by Aura. The complete list of values indicates which company was responsible for each estimated value, Table 143.

 

Table 143: Overall CAPEX Estimation.

 

Item Total   %
Services (US$ x 1,000) $49,878.18   25,41%
CIV01 – Administrative buildings (project, material, and construction) $3,668.71   1,87%

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Item Total   %
CIV02 – Processing Plant (materials and construction) $10,876.24   5,54%
CIV03A – Vegetation suppression, drainage of slopes and earthworks $5,246.44   2,67%
CIV03B – Storage, paving, internal access. $1,893.01   0,96%
CIV09 – Fines Dam $1,376.57   0,70%
CIV10 – Fines Dam (Adequacy – Legislation) $786.02   0,40%
BB226 Displacement and Site Access $215.45   0,11%
MON-01 – Electromechanical Assembly $25,180.80   12,83%
MON-02 – PEAD Assembly – Off Site $482.02   0,25%
GMB-01 – Geomembrane PEAD $152.93   0,08%
Supply (US$ x 1,000) $67,691.61   34,49%
Electrical Equipment and Materials $17,304.11   8,82%
Mechanics Equipment $41,739.03   21,27%
Instrumentation $3,796.54   1,93%
Civil – Steel Structure $2,208.78   1,10%
Piping $2,543.93   1,30%
Fire Detection and Alarm System $99.21   0,05%
Mine, Pile and LT (US$ x 1,000) $39,962.51   20,36%
CIV04 – Mine $19,480.77   9,93%
CIV05 – Tailing Pile $6,307.69   3,21%
CIV06 – Waste Pile   0,00%
CIV07 – Low Grade Pile   0,00%
CIV08 – Terra Armada $59.83   0,03%
MEC-XX – Sample Laboratory $2,084.91   1,06%
AUR-BMB-01 – Esgotamento Açude do Onça $57.16   0,03%
AUR-ENG-08 – Adductor Capture System $5,098.49   2,60%
ETE – Sewage treatment station $50.70   0,03%
ETA $0.00   0,00%
Mobilising and Vegetable removal $1,153.85   0,59%
13.8KV Deactivation $130.33   0,07%
Transmission line 69KV $5,538.78   2,82%
Indirect Costs (US$ x 1,000) $29,082.00   14,82%
IND-01 – EPCM $10,297.49   5,25%
IND-01 – Spare Parts and Special Items $1,790.08   0,91%
IND-01 – Owner Cost $2,351.89   1,20%
IND-01 – Labor – Pre-operation $6,160.11   3,14%
IND-01 – Administrative + HR $3,303.30   1,68%

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Item Total   %
IND-01 – MACC – Environment $1,104.93   0,56%
IND-01 – Environmental Fees $330.77   0,17%
IND-01 – SSO $794.84   0,40%
IND-01 – Legal $189.22   0,10%
IND-01 – TI $389.80   0,20%
IND-01 – Indirect Field Construction $1,054.42   0,54%
IND-01 – Engineering Risk Insurance $1,219.00   0,62%
IND-01 – Expediting and inspection] $96.15   0,05%
Contingency (US$ x 1,000) $9,648.43   4,92%
TOTAL CapEx (US$ x 1.000) $196,262.73   100%

 

Table 143 indicates the source of information for each item, together with corresponding value, both in terms of US$ and percent of total CAPEX. The complete CAPEX document issued by Promon describes values per item, the selected supplier, costing method, referred NCM (Common Mercosur Nomenclature), quantities, units, description, who is responsible for the reported value, tag, along with other information.

 

The assembly and construction costs were budgeted with suppliers who specialized in this type of work. The costs related to the acquisition of electrical, mechanical, and instrumental equipment were budgeted by more than one supplier. In all cases, the criteria for selecting the supplier were the lowest cost, following a previous technical assessment. The same methods were used for the selection of material suppliers. The costs of mine pile and transmission lines were provided by specialized consultants, hired by Aura. Indirect costs were estimated based on the plant size, team, amount of equipment, budgeted items, amongst other specifications. In addition to these costs, the estimation included costs associated with construction management, assembly supervision, insurance, and other indirect values.

 

18.2SERVICES

 

The items listed under services in Table 143 are associated with contracts for the execution of the administrative buildings, process plan, temporary constructions, and electromechanical assemblies. The costs of all these items included assembly/construction labour, materials and indirect costs required for the Project scope, as provided by specialized suppliers.

 

18.3SUPPLIES

 

The electrical, mechanical, and instrument equipment were budgeted with specialized suppliers, together with respective costs for freight and fees, including values for international deliveries. In all cases, the criteria for selecting the supplier were the lowest cost, following a previous technical assessment. Part of the materials costs, fire detection and alarm systems, were estimated based on Promon’s historical database.

 

18.4MINE, PILE AND TRANSMISSION LINE

 

As costs of mining, piles, transmission lines, and laboratory supplies are specific to mining companies, such items were assessed by Aura, together with the support of specialized consultants. The costs for digging deep wells were estimated.

 

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18.5INDIRECT COSTS

 

Indirect costs include engineering, procurement, and construction management (EPCM), where the contracted company develops the project, purchases equipment and materials, as well as managing the construction process. Also included in indirect costs are assembly supervision, spare items and start-up items, enterprise ownership, freight, indirect costs of field, risk insurance engineering, expediting, and inspection. These indirect costs were calculated together with Aura, using their database related to indirect costs for existing plants like Borborema.

 

18.6TAXES

 

All taxes included in the suppliers’ proposals were considered, in accordance with current Brazilian tax laws. Taxes included in the capital estimate include:

 

·ISS (Imposto Sobre Serviços – Tax on Services).

 

·ICMS (Imposto sobre Circulação de Mercadorias e Serviços – Tax on Circulation of Merchandise and Services).

 

·PIS/COFINS (Programa de Integração Social/Contribuição para Financiamento da Seguridade Social – Social Integration Program/Contribution for Financing Social Security).

 

·DIFAL (Diferencial de alíquota do ICMS – Differential from ICMS), if applicable.

 

·IPI (Imposto sobre os Produtos Industrializados – Tax on Industrialized Products): as per fiscal classification of supply.

 

·II (Imposto de Importação – Importation Tax) and applicable fees.

 

18.7OPERATING COSTS

 

The 12-year process plant operating period was included in the OPEX estimation. The process plant operating costs listed in Table 144 are in US dollars per tonne per year (US$ /t/yr) and per oz Produced – Run of Mine (US$ /oz/yr).

 

Table 144: OPEX for the Borborema Project.

 

  OPEX (AISC) – Borborema per t Feed

OPEX (AISC) – Borborema

Per Oz Produced

  Per Tonne/Year   Per Oz/Year  
  Total (US$) % Total (US$) %
Unitary Costs $ 27.13 100% $ 867.36 100%
Labor (Fixed Costs) $ 2.83 10% $ 90.99 10%
G&A (Fixed Cost) $ 1.33 5% $ 42.69 5%
Laboratory (Fixed Cost) $ 0.58 2% $ 18.70 2%
Access Maintenance (Fixed Cost) $  - 0% $  - 0%
Equipment rental (Fixed Cost) $ 0.11 0% $  - 0%
Energy (Variable Costs) $ 1.67 6% $ 53.58 6%
Reagents and Consumables (Variable Costs) $ 3.81 14% $ 122.41 14%
Maintenance $ 0.96 4% $ 30.91 4%
Water and sewage treatment plant $ 0.36 1% $ 11.46 1%

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  OPEX (AISC) – Borborema per t Feed

OPEX (AISC) – Borborema

Per Oz Produced

  Per Tonne/Year   Per Oz/Year  
  Total (US$) % Total (US$) %
Pile $ 2.39 9% $ 76.87 9%
Mine $ 12.31 45% $ 394.99 46%
Selling $ 0.01 0% $ 0.29 0%
Royalties $ 0.78 3% $ 25.13 3%
Sustaining – Informative $ 0.76 3% $ 24.48 93%
Mine Closure – Informative $ 3.67 14% $ 117.77 447%

 

18.8LABOUR

 

Labour costs include operating costs for the mining plant teams, such as managers and management areas, plant and maintenance teams including leaders, technicians, assistants, supervisors, engineers, and managers.

 

The labour cost estimation also includes personnel dedicated to work health, safety, environment and communities (SSMAC), and administrative costs, which includes general administrative costs and human resources, as shown in Table 145.

 

Table 145: Labour Cost Estimations.

 

  OPEX (AISC) – Borborema per t Feed

OPEX (AISC) – Borborema

Per Oz Produced

  Per Tonne/Year   Per Oz/Year  
  Total (US$) % Total (US$) %
General Manager $ 0.22 8% $ 7.18 8%
Mine in the open $  - 0% $  - 0%
Plant maintenance $ 1.46 52% $ 46.95 52%
SSMAC $ 0.32 11% $ 10.37 11%
Administrative $ 0.83 29% $ 26.49 29%
Labor (Fixed Costs) $ 2.83 11% $ 90.99 11%

 

18.9G&A

 

G&A costs, shown in Table 146, include all costs relating to travel, transfers, consultants, individual safety equipment, exams, uniforms, environmental permits, property security, information technology, warehouse, supplies, controllers and other teams, as well as all employee benefits such as transportation, food, training. Also included in the G&A costs are cleaning and conservation of the building, vehicles, software licenses, IT, insurances, telecom, and other costs.

 

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Table 146: G&A Cost Estimations.

 

  OPEX (AISC) – Borborema per t Feed

OPEX (AISC) – Borborema

Per Oz Produced

  Per Tonne/Year   Per Oz/Year  
  Total (US$) % Total (US$) %
General Costs $   - 0% $   - 0%
Health, Safety and Environment $ 0.43 32% $ 13.84 32%
Human Resources $ 0.09 6% $ 2.77 6%
Adminstration $ 0.66 50% $ 21.24 50%
Controlling $ 0.10 8% $ 3.27 8%
Legal $ 0.02 2% $ 0.70 2%
Supply $ 0.02 2% $ 0.70 2%
Other $ 0.01 0% $ 0.17 0%
G&A (Fixed Cost) $ 1.33 5% $ 42.69 5%

 

18.10LABORATORY

 

The laboratory costs were obtained through a proposal received from SGS Geosol and contain a fixed monthly installment payment and an estimated variable installment payment, in addition to the mobilization cost paid in a single installment.

 

The Fixed Price represents the fixed amount to be invoiced every month, independent of the number of samples delivered by Aura to SGS Geosol and aims to cover all expenses and costs for laboratory operation schedules. The Variable Price, in turn, is calculated in addition to the monthly fixed price, and is a factor of the number of samples processed in the month times the unit price per analysis/test.

 

18.11ACCESS MAINTENANCE

 

The costs associated with access maintenance were included in mining costs.

 

18.12EQUIPMENT RENTAL

 

The costs associated with equipment rental were provided by Aura and includes Munck truck, crane, platform and forklift.

 

18.13ENERGY

 

The energy consumption was calculated according to the specific demands of the project. The unit values were obtained from the local energy distributor.

 

Table 147: shows the energy consumption costs for the Borborema Project.

 

  OPEX (AISC) – Borborema per t Feed

OPEX (AISC) – Borborema

Per Oz Produced

  Per Tonne/Year   Per Oz/Year  
  Total (US$) % Total (US$) %
Metallurgy Substation $ 1.31 79% $ 42.15 79%
Administrative Building Substation $ 0.10 6% $ 3.35 6%

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  OPEX (AISC) – Borborema per t Feed

OPEX (AISC) – Borborema

Per Oz Produced

  Per Tonne/Year   Per Oz/Year  
  Total (US$) % Total (US$) %
New Water Supply Substation $ 0.02 1% $ 0.71 1%
Filtering Substation $ 0.23 14% $ 7.37 14%
Energy (Variable Costs) $ 1.67 6% $ 53.58 6%

 

18.14REAGENTS AND CONSUMABLES

 

Quantities associated with reagents and consumables required for the operation were calculated by Promon based on process information and validated by Aura. The costs related to these items were obtained by proposals received or existing in the database for each item listed. Table 148 shows the respective calculated values.

 

Table 148: Reagents and Consumables Cost Estimations

 

  OPEX (AISC) – Borborema per t Feed

OPEX (AISC) – Borborema

Per Oz Produced

  Per Tonne/Year   Per Oz/Year  
  Total (US$) % Total (US$) %
Hydrated Lime $ 0.07 2% $ 2.25 2%
Sodium Cyanide $ 0.99 26% $ 31.69 26%
Sodium Hydroxide – 50% w/w $ 0.12 3% $ 3.71 3%
Hydrochloric Acid – 33% $ 0.09 2% $ 3.02 2%
Copper Sulphate Pentahydrate $ 0.37 10% $ 11.80 10%
Sodium Metabisulphite $ 0.35 9% $ 11.39 9%
Flocculant $ 0.58 15% $ 18.72 15%
Activated Carbon $ 0.08 2% $ 2.43 2%
Leachaid – Intensive Leaching $ 0.01 0% $ 0.20 0%
Hydrated Lime – Treating of Effluent $ 0.07 2% $ 2.16 2%
Smelting Fluxes        
Borax $ 0.00 0% $ 0.03 0%
Silica $ 0.00 0% $ 0.02 0%
Sodium Nitrate $ 0.00 0% $ 0.01 0%
Sodium Carbonate $ 0.00 0% $ 0.00 0%
Crucibles $ 0.00 0% $ 0.12 0%
Consumables        
Grinding Media $ 0.44 11% $ 14.06 11%
Mill Lining $ 0.52 14% $ 16.81 14%
Jaw Crusher $   - 0% $   - 0%
Fixed Jaw – Wear Plate $ 0.01 0% $ 0.26 0%
Moving Jaw – Wear Plate $ 0.01 0% $ 0.18 0%
Upper Side Coating Left Side $ 0.00 0% $ 0.07 0%

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  OPEX (AISC) – Borborema per t Feed

OPEX (AISC) – Borborema

Per Oz Produced

  Per Tonne/Year   Per Oz/Year  
  Total (US$) % Total (US$) %
Lower Side Coating Left Side $ 0.00 0% $ 0.04 0%
Upper Right Side Coating $ 0.00 0% $ 0.07 0%
Lower Side Coating Right Side $ 0.00 0% $ 0.04 0%
Filter Cloths $ 0.10 3% $ 3.32 3%
Gas LPG – Site $   - 0% $   - 0%
Gas LPG – Mess hall $   - 0% $   - 0%
Gas LPG – Laboratory $   - 0% $   - 0%
Reagents and Consumables (Variable Costs) $ 3.81 14% $ 122.41 15%

 

18.15MAINTENCE

 

Maintenance costs are directly linked to percentages of CAPEX values for mechanical and electrical equipment, as follows: 2.0% for maintenance parts, 1.0% for consumables, and 0.8% for fuel and lubricants. Table 149 shows the maintenance cost estimations.

 

Table 149: Maintenance Cost Estimations.

 

  OPEX (AISC) – Borborema per t Feed

OPEX (AISC) – Borborema

Per Oz Produced

  Per Tonne/Year   Per Oz/Year  
  Total (US$) % Total (US$) %
Parts and Maintenance Materials $ 0.50 52% $ 16.15 52%
Consumables $ 0.25 26% $ 8.07 26%
Anticorrosive Protection $ 0.01 1% $ 0.23 1%
Fuels and Lubricants $ 0.20 21% $ 6.46 21%
Maintenance $ 0.96 4% $ 30.91 4%

 

18.16WATER AND SEWAGE TREATMENT PLANT

 

The costs related to the operation of the water and sewage treatment plant were provided by Aura and obtained through a specialized supplier. The BOT (Build, Operate and Transfer) contract modality was adopted for the complete Effluent Treatment System.

 

There was a transfer of the cost from CAPEX to OPEX, taking advantage of the know-how of the specialized company to operate this system with the complexity of the region due to the scarcity of potable water.

 

The final amount includes the operation of the structure, such as chemicals and maintenance, as well as the required operating staff.

 

18.17PILE, MINE AND SUSTAINING

 

The costs related to the operation of piles were provided by a specialist advisor DF+, together with Aura´s validation.

 

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The mining operating costs were provided by Aura, along with specialist consultants. The studies indicated the costs for each year of mine operation, gold produced and recovered.

 

18.18SELLING

 

The selling cost involves two parts, provided by Aura, these are the refining cost and the transportation cost, which are considered over the entire useful life of the plant.

 

18.19SUSTAINING CAPEX

 

The costs related to the sustaining CAPEX were provided by a specialist advisor DF+, together with Aura´s validation, and are shown in Table 150 below:

 

Table 150: CAPEX Sustaining

 

Sustaining Year 1 (Ramp-Up) Year 1  (July to December) Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10 Year 11 Year 12 Total
Sustaining – Waste Pile - - 716.906 716.906 716.906 716.906 716.906 1.151.097 1.151.097 1.151.097 1.151.097 - - 8.188.918
Sustaining – Waste Pile - - 632.965 632.965 1.107.968 632.965 475.003 475.003 475.003 475.003 475.003 475.003 475.003 6.331.883
Sustaining – Low Grade Pile - - 327.521 327.521 391.451 391.451 391.451 391.451 391.451 391.451 391.451 391.451 391.451 4.178.102

 

Values in US$

 

18.20Mine Closure

 

The mine closure costs were obtained through a proposal received from Mineral Engenharia e Meio Ambiente and are the main guidelines for the deactivation phase of the Borborema Project, to be implemented in the municipality of Currais Novos, in the state of Rio Grande do Norte.

 

The main infrastructures, object of the closure, are accesses, construction sites, open-air pits, piles for co-disposal of overburden and tailings, piles of ore, civil and industrial installations, amongst other items.

 

The informed closing costs were distributed over 9 years of activities, however, for the information and modeling these costs were brought to present value.

 

Table 151: Mine Closure - Calculation.

 

Mine Closure - Informative $ Tax VPL Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9
Mine Closure USD 10,0% 7.496.945 264.872 3.715.273 3.715.273 765.542 528.696 330.969 303.220 225.421 225.421

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19ECONOMIC ANALYSIS

 

19.1Introduction

 

Considering the information presented in the previous chapter (Chapter 21 - Capital and Operating costs), this chapter will present the development of the economic modeling for Borborema Gold Project, which includes information provided by Promon and Aura executed by EY.

 

This section describes the economic evaluation and financial metric methodologies to establish the financial model for the Borborema Gold Project feasibility study.

 

The economic model has been developed by EY to support the evaluation of potential options and develop an optimal path forward for the Project. The main contributors to the total economic model are presented in Table 152.

 

Table 152: Contributors and Their Roles in Developing the Total Economic Model.

 

CONTRIBUTOR ROLE

Aura Minerals

 

(Owner)

 

Oversee the administration of the economic model and establish governing parameters such as: discount rate; tax regime; commodity rates; etc.

Develop the operating and owner expenses for the various project areas for which gaps exist. Review the contributing inputs and their suitability for the Project.

Provide cost data for equipment operations including labour, operating cost factors, and maintenance cost factors.

Provide other cost data and factors to support the execution of the total economic model.

Develop the feasibility capital cost estimate for the mining development and infrastructure.

Provide equipment data into the overall model for the mining operations.

Provide cost-of-life data for equipment including labour, operating cost factors, and maintenance cost factors for mining operations.

Responsible for the Mine Plan and mine operating costs.

Promon Develop the feasibility capital cost estimates for the processing plant, support infrastructure, and civil infrastructure. Provide equipment data into the overall model based on the feasibility equipment list developed for the Project.
EY

Analysis of tax incentives.

Execute the economic model and provide results to the project team to establish the optimal path forward.

 

The economic model was developed on an Excel spreadsheet-based financial model composed of several worksheets.

 

All currency in this Section is provided in United States Dollars (“USD”), unless otherwise indicated. The exchange rate used is BRL 4.93 for USD 1.00 in 2023, BRL 5.00 for USD 1.00 in 2024 and BRL 5.09 for USD 1.00 in 2025 onwards. This information was provided by Aura in accordance with the Boletim Focus (a weekly report released by BACEN).

 

Table 153 presents the summary results of the financial model that will be detailed in the following topics of this chapter.

 

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Table 153: Summary Results of the Financial Model.

 

 

Source: Aura and Promon

 

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19.2Assumptions

 

The following section summarizes the main assumptions used in the Project’s financial analysis, including the mine production plan, product logistics, capital and operating expenditures, revenues, taxation, depreciation and other general parameters.

 

19.2.1Product

 

Only gold is considered for production minerals – specified in grade and Ounces (Oz).

 

19.2.2Production

 

The period of the construction and production plans is based on Project years. The construction period begins in year 2023, with the initial production of saleable gold planned for year 2025. The mining operation is projected to conclude in 2036, outlining a total operational span of 14 years for the plant.

 

The recovery for the contained gold is expected to be 92.1% (average considering 12 years), resulting in 748k ounces after the 12-year processing period.

 

Table 154 summarizes the annual feed to the process plant with the tonnes of Plant Feed and gold content recover.

 

Table 154: Summary of Production Plan.

 

 

Source: Aura and Promon

 

19.2.3Capital Investment

 

New investments (CAPEX) have been projected considering the nature of Borborema's operations, with an Expansion Capex amounts to USD 206.3 Million, which includes an allowance for contingencies. These investments are aimed at bolstering the plant's operations and have been forecasted for the years 2023 to 2025. A depreciation rate of 10% was applied to future investments. Additionally, there is a Sustaining Capex which is detailed separately in this Report.

 

For the Expansion CAPEX the utilization of ICMS credits on Fixed Assets was considered.

 

Table 155 summarizes the initial capital cost expenditure by commodity and disbursement schedule considered on the model.

 

Table 155: Initial Capital Cost Summary and Disbursement Schedule

 

 

Source: Aura and Promon

 

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The working capital requirement was calculated based on the assumptions of average terms for Recoverable taxes and other credits, Inventory, Other current assets, Accounts payable, Taxes payable and Other current liabilities. The average terms considered are shown below:

 

·Recoverable taxes and other credits: 30 days;

 

·Inventory: 30 days;

 

·Other current assets: 30 days;

 

·Accounts payable: 30 days;

 

·Taxes payable: 30 days;

 

·Other current liabilities: 30 days.

 

According to the above premises, the project's working capital remains stable and it is not expected a large amount to spend at the operational accounts. Table 156 presents the working capital summary:

 

Table 156: Working Capital Summary.

 

 

Source: Aura and Promon

 

19.2.4Operating Costs

 

The average operational cost for on-site mining and plant costs, encompassing workforce, management and administration, laboratory, access maintenance, and equipment rental, amounts to USD 549,2/Oz, which total USD 431.4 Million considering all the operational years of the project. The other costs, which encompass energy, transportation, refining costs, dry stack tailing, reagents and consumables, ETA, ETE, maintenance and royalties, amounts to USD 408.1/Oz, which total USD 259.2 million considering all the operational years of the project. For operating costs, tax benefits were not considered in the projections.

 

Recoverable taxes (PIS and COFINS) for non-exempt items, although paid at the time of purchase of inputs, services and other resources, are assumed recovered in the short term and are not included.

 

Table 157 presents the operating cost summary.

 

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Table 157: Operating Costs Summary.

 

 

There is an additional cost of mine closure that reaches an amount of US$ 7.7 Million, and this value was considered at the last year of projection.

 

19.2.5Revenue

 

The projections for net revenue are intricately tied to the anticipated gold delivery quantity of 748k Oz, set against a consistent long-term gold price of USD 1,689/Oz. The annual average net revenue is anticipated to reach USD 118.2 Million throughout the years, spanning from year 1 to year 12. This projection considers both the gold quantity and its valuation, forming a robust foundation for revenue estimations.

 

Annual projections are shown in Table 158.

 

Table 158: Annual Revenue.

 

 

Source: EY

 

19.2.6Taxation

 

Income taxes on local operations were projected according to Brazilian law for the taxation regime of “Real Profit”. The following rates were considered:

 

•       Income taxes: incidence of 15.0% on income before taxes and additional 10.0% on the portion of income exceeding BRL 240.0 thousands per year;

 

•       Social contribution: 9.0% on income before taxes.

 

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The Company had a negative tax basis balance of BRL 6.7 million at the Reference Date, which was considered to offset income taxes over the forecasted period.

 

PIS, COFINS and ICMS were not applied in this analysis since all production is directed for exportation. However, there is an aliquot of 1.5% of CFEM applied for all the Gross Revenue.

 

The tax deductions in the amount of USD 16.2 million were included in the CAPEX. These deductions were based on EY study and on Aura's previous experience in obtaining tax benefits in prior projects.

 

19.2.7All-In Sustaining Costs

 

CAPEX sustaining was considered in the projections. Table 159 details the expenditures in the operations phase of the Project in accordance with the definition of All-In-Sustaining Costs (“AISC”) as proposed by the World Gold Council's Guidance Note of June 27, 2013.

 

Table 159: All-In Sustaining Costs.

 

 

Source: Aura

 

19.2.8    DISCOUNT RATE

 

The primary calculation of NPV considered the Weighted Average Cost of Capital (WACC) of 5% based on Aura’s internal analysis and public available benchmarking. However, the calculations of Borborema’s free cash-flows were also made by a rate of 10.5% calculated by EY were according to the Weighted Average Cost of Capital (WACC) methodology in United States Dollars (USD) in real terms (without considering inflation effects), based upon information of selected market participants, taking into account the risk-free rate, the market risk premium, the country risk and the size premium.

 

19.3Financial Analysis

 

The financial model adopts the concept of project free cash flow, in which all the project's cash generation capacity is evaluated by countering this flow with a weighted discount rate (“WACC”) which reflects the average cost of sources of funds (cost of equity and third parties). The amounts in the cash flow were expressed in thousands of United States Dollars (USD x 1,000) and on a real basis (without inflation).

 

Based on a WACC of 5.0%, adopted by Aura, the net present value (“NPV”) of Aura Minerals Gold Project amounts to USD 182 million.

 

Based on a WACC of 10.5%, technically calculated by EY, the NPV of Aura Minerals Gold Project amounts to USD 96 million.

 

In both scenarios, it is possible to conclude that the NPV maintains a positive value for the rates presented above.

 

The project's after tax internal rate of return ("IRR") stands at 21.9%, while the annual average EBITDA (from 2025 to 2036) amounts to USD 47.6 Million. The operational payback period is calculated at 3.2 years.

 

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The results are summarized in Table 160 below.

 

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Table 160: Project Cash Flow.

 

 

Source: EY

 

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19.4Sensitivity Analysis

 

19.4.1    TORNADO ANALYSIS

 

The sensitivity analysis shows the impact of the variation of the gold price, exchange rates, operating costs (OPEX), capital costs (CAPEX) and WACC upon the Project NPV. The analysis encompasses the following range of variation in the key inputs:

 

Gold price: ±25%.

 

Exchange Rate: ±25%.

 

OPEX (Cost): ±25%.

 

CapEx: ±25%.

 

WACC: 5% to 11%

 

In assessing the sensitivity of the Project returns, each of these parameters is varied independently of the others. Scenarios combining beneficial or adverse variations simultaneously in two or more variables will have a more marked effect on the economics of the Project than will the individual variations considered. The sensitivity analysis has been conducted assuming no change to the mine plan or schedule.

 

Figure 156 illustrates the results of the sensitivity analysis for Project NPV and these effects for each of the critical variable.

 

 

Source: EY

 

Figure 156: Sensitivity Analysis Graph – NPV.

 

19.4.2    TWO PARAMETERS ANALYSIS

 

Additionally, secondary sensitivity analyses were made varying two parameters simultaneously to assess the impact on the IRR, NPV, Discounted Payback and Simple Payback (Including Start-Up):

 

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Table 161: Gold Price x Exchange Rate (USD/BRL)

 

 

Source: EY

 

Table 162: Gold Price x OpEx

 

 

Source: EY

 

Table 163: Gold Price x Discount Rate

 

 

Source: EY

 

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Table 164: Gold Price x CAPEX.

 

 

Source: EY

 

Table 165: OpEx x CapEx.

 

 

Source: EY

 

Table 166: NPV Sensitivity

 

 

 

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19.4.3    CONCLUSION

 

The financial model for the Borborema Project was prepared using capital costs, operating expenditures and production schedule with inputs provided by Aura and Promon.

 

The financial model adopts the concept of project free cash flow, in which all the project's cash generation capacity is evaluated by countering this flow with a WACC, which reflects the average cost of sources of funds (cost of equity and third parties). As mentioned before in this chapter, this WACC was sensibilized in a range between 5.0% and 11.0% with the objective to demonstrate the NPV behavior for different perception of risks. After this sensitivity analysis, it is possible to conclude that the NPV maintains a positive value for all the rates inside this range.

 

The financial model considers the Real Profit tax regime.

 

This scenario is associated with a Project after tax IRR of 21.9% and a 3.2-years Operational Payback Time. The gold price adopted has an average value of USD 1,712/Oz considering all the operational years and the exchange rate used was BRL 4.93 for USD 1.00 in 2023, BRL 5.00 for USD 1.00 in 2024 and BRL 5.09 for USD 1.00 in 2025 onwards.

 

A series of analysis was performed varying Gold Price, Exchange Rate, CAPEX and OPEX to assess the impact of these variables on the NPV.

 

Based on the results of the Sensitivity Analysis the project profitability is most affected by the gold price and exchange rate, followed by CAPEX and Mining Costs.

 

Assuming that the assumptions provided by Aura and Promon are accurate and considering the range of WACC between 5.0% and 11.0% and the feasibility analysis of the project through the applied methodology, the NPV calculated for the project is positive.

 

The materialization of the results presented in this study are dependant upon the implementation and fruition of all operational assumptions provided by this report in its previous chapters.

 

20ADJACENT PROPERTIES

 

Many individuals maintain land positions near Aura’s Borborema Project claims (Figure 157). There are currently no active exploration activities on any of these adjacent properties.

 

There is a historical tungsten mine near Currais Novos which has past production. There has been and currently is no mining activity at this mine. There are two mining concessions in the name of Mineração Barra Verde and Mineração Currais Novos related to the historical tungsten mine.

 

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Figure 157: Adjacent properties in 25 km buffer showing the Aura's claims by status in ANM and all other claims.

 

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21OTHER RELEVANT DATA AND INFORMATION

 

.

 

There is no other relevant data and information for this report.

 

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22INTERPRETATION AND CONCLUSIONS

 

22.1Geology and Mineralization

 

The Borborema deposit is a mesothermal/orogenic gold deposit type in a sheared and deformed Archaean to Proterozoic age greenstone belt sequence, comprised of metamorphosed volcanic-sedimentary rocks units intruded by slightly younger post-tectonic igneous bodies.

 

The Borborema Project area is situated in the top of the Seridó Group stratigraphy, in the Seridó Formation, within a sequence of banded arkosic metapelitic schists, subjected to upper-amphibolite facies regional metamorphism. Mineral assemblages are dominated by plagioclase, K-feldspar and quartz, with subordinate biotite, garnet, sillimanite, cordierite, muscovite and andalusite. This assemblage is indicative of high temperature (650-700°C) and relatively low pressure (3-4 kb) conditions.

 

The main Borborema ore body has overall dimensions of approximately 600 m in the down-dip direction, 3,500 m along strike, and averages 50 m thick in the central part that thins to 30 m thick in the southern and northern parts. The Borborema deposit is located within a northeast-southwest trending shear zone and displays a penetrative north-northeast trending fabric, dipping southeast at around 40 degrees.

 

The mineralisation is strongly controlled by regional structure with secondary structuring being the preferred host for gold. In addition to the main mineralised zone, several thinner sub-parallel zones with gold mineralisation were identified.

 

Two distinct gold mineralisation types are identified in drill cores: 1) disseminated free gold, and 2) gold in association with sulphide mineralisation represented by pyrrhotite, chalcopyrite, pyrite, sphalerite, and galena. Additionally, the sulphide mineralisation was observed in the outer contact between chert boudins and schist along with or within schist foliation.

 

The mineralised sequence has been subjected to a complex, multi-stage deformational history, with folded, sheared, dismembered and boudinage quartz and quartz-carbonate veins and veinlets commonly associated with the gold mineralisation.

 

The genesis of gold mineralization is poorly understood on a property and regional scale.

 

The Borborema deposit has been drilled out at nominal drill spacing of approximately 50 m x 50 m. A total of 303 diamond drill holes and 921 RC holes totalling 109,090 m were drilled between 1979 and 2022 and were used to generate the Borborema 3-D models.

 

The diamond drilling has been completed by the wire line technique using HQ and NQ diameter core. Each core run was approximately 3 metres and the core recovery in unweathered rock was excellent. On average the fresh rock recovery in each hole was 97.9% with an overall average recovery of 96.9%.

 

22.2Mineral Resource Estimate

 

The Mineral Resource Estimate meets the requirements for the reporting of Mineral Resources under SEC guidelines. All Mineral Resources are reported exclusive of Mineral Reserves and demonstrate reasonable prospects for economic extraction (RPEE). Uncertainty and risk have been assessed through the Mineral Resource classification by the Qualified Person. No Measured Mineral Resources have been assigned to the deposit due to a general lack of geological and structural assessment, high local variability of gold grades (high nugget effect and short ranges), lack of multi-element analyses to assess the potential for deleterious elements, poor support of the oxidation model, low resolution topographic data cross the property, and historical inconsistencies with geological logging data.

 

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Indicated Mineral Resources have been classified for the Borborema deposit and are suitable for the application of modifying factors for consideration in Mineral Reserve estimates. Inferred Mineral Resources are deemed too speculative for consideration of modifying factors but represent an opportunity for future Mineral Resource expansion with additional work programs and evaluation.

 

The Qualified Person acknowledges the following potential impacts due to current geological knowledge and Mineral Resource uncertainties:

 

·High local-variability of gold grades within the Borborema deposit may result in inconsistent short-range mining grade which cannot be assessed on the scale of Mineral Resource drill hole spacing.

 

·General low-grade nature of the deposit with select zones of high grade defined by diamond drilling. Improved identification of higher-grade zones will require tighter preproduction drilling. Otherwise, blasthole and ore control practices during mine operations will define these areas.

 

·Variability of recovery in the oxidation and transition zone of the deposit which is currently loosely defined based on historical work.

 

·Ability to expand the Mineral Resources at depth may be limited by the economics of large open pit mining at depth with high strip ratios.

 

·The Mineral Resources have not considered the availability of water, permits, regulations, community engagement, waste storage, or other potentially modifying factors key for Mineral Reserve determination.

 

22.3Mining and Mineral Reserves

 

The proposed mining operations for the Borborema Project involve using hydraulic excavators and a haul truck fleet for conventional open pit mining techniques. Deswik believes that the Project's estimates were prepared diligently by qualified professionals and comply with CIM (2014) definitions. The Probable Mineral Reserves are estimated at 22.5 million tonnes with a grade of 1.12 g/t Au, containing around 812 thousand ounces of gold. These reserves support a mine life of eleven years and four months.

 

The mine layout features two distinct open-pit zones, Main Pit and South Pit, each with its independent access to the run-of-mine (ROM)/crushing pad. Additionally, the layout incorporates two, separate, waste rock storage facilities (WRSF) and two stockpiles specifically designated for low-grade or oxide ore. These stockpiles serve a dual purpose: optimizing head grades during the initial years and regulating the maximum oxide material content within the plant.

 

The overall material movement, amounting to approximately 14 million tonnes per year (Mtpy), is well-suited for transportation using on-highway trucks. Notably, the execution of open pit mining operations is envisioned to be primarily carried out by a contractor-operated fleet.

 

22.4Mineral Processing and Metallurgical Testing

 

The various tests carried out and described in this study provided support for the development and expansion of the definitive process plant flow sheet to achieve the objectives of the Borborema Project. The summarized flow sheet will be comminution to reduce the feed to a P80 of 0.106 mm, leaching in the presence of active carbon for 30 hours, carbon elution, electrolysis, and smelting. The thickened, neutralized, and filtered tailings are deposited together with mining waste. The test work demonstrated that the carbon loading characteristics remain within the typical range for the gold industry. Test work also demonstrated that SO2/Air detoxification is appropriate to use for cyanide detoxification, using reagent doses and residence times, again, typical of the gold industry. To reduce the operating cost with reagents, the option of introducing a thickener after the CIL to recover water containing cyanide was adopted. Filtration testing at a nominal pulp density of 50% and 55% solids resulted in cakes that can be generated at a moisture content that will allow handling and dry disposal with mine waste. The samples used in the test work

 

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were selected from a large number of drill cores of varying depths. The work carried out initially by TestWork/Br, in the CRMET program, used master composite samples and individual samples for variability study, showed extractions in leaching, with or without the presence of activated carbon, greater than 92% with low consumption of reagents. Further characterization work involving different lithotypes for composite and variability samples was carried out by ALS Ammet/WA (ALS, 2018a and 2018b), resulted in high extraction rates and low reagent consumption by including gravity concentration in the grinding circuit. As the resulting gold extraction rates were considered high, no significant reductions were detected in samples containing mica. No deleterious elements were detected in the ore.

 

22.5Recovery Methods

 

The Project's beneficiation plant will have a capacity of 2.0 Mtpy. The process plant includes crushing, grinding, classification, gravimetry, leaching and adsorption (CIL), acid washing and desorption and smelting. The process plant also includes cyanide detoxification and tailings filtration. Filtered tailings are transported and disposed of in a shared manner with the mine waste. The proposed process flow sheet for the Borborema Project involves technologies proven in the gold/silver processing industry and therefore no significant risks are anticipated. The results of several test campaigns showed that it is possible to achieve metallurgical recovery of around 92.1%, including gravimetric and electrolytic recovery. It is foreseen the elution of 6 t of carbon every two days, with an annual production of 72,240 oz Au, being 20% in gravimetry and 90.1% in electrowinning cells. This annual gold production was calculated by applying the following formula: (2000000t*1.2g/t*92.5%)/31.103oz).

 

22.6ENVIRONMENTAL STUDIES, PERMITTING, AND SOCIAL OR COMMUNITY IMPACT

 

The Borborema Project is in an advanced stage of licensing and has the Installation License - LI nº 2022-188699/TEC/LI-0181 that allows the construction of the enterprise in a social scenario favorable to the Project. Some ancillary licenses have already been obtained and others are in the application process and no problems are anticipated in obtaining them during the construction of the Project.

 

The Conditions of the Installation License as well as the Environmental Control and Monitoring Programs do not present compliance difficulties and are already in progress.

 

Results of acid drainage and metal leaching tests performed to date do not suggest a potential for acid or alkaline generation and metal leaching is not a significant concern.

 

So far, no problems with local communities are anticipated.

 

22.7INFRASTRUCTURE

 

The designed infrastructure for the Borborema Project meets operational requirements. Water supply will be provided from treated sewage coming from the Currais Novos ETE, from the pumping of the dam of fines and from the Oiticicas Weir water. The Borborema Gold Project infrastructure includes the required access, power supply, water supply, tailings storage, and support facilities to support ore production.

 

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23RECOMMENDATION

 

23.1MINERAL RESOUCES

 

The Qualified Person for Mineral Resources recommendations the following items for future technical work programs and improvements to address identified risks on the Borborema property include:

 

·            Re-assay of historical drilling data to obtain multi-elemental data for use in characterization of rock types, potential for deleterious materials, and opportunities for co-product production such as Ag.

 

·            Detailed worked to generate a 3D lithostructural model. This model will provide value to aid in geological domaining and structural inputs to the mineral resource block model.

 

·            Re-logging in association with re-assay of historical drill core to improve the oxide-sulphide boundary and improve understanding of any transition zone which may impact metal recovery. Upon completion of data collection, to incorporate this boundary into the mineral resource block model.

 

·            Improved topographic data using LiDAR in the historically mined pit area.

 

·            Scanning and mapping of geology and structure in the historically mined pit area.

 

·            Tight spaced drill study with the aims of improving understanding of Au spatial continuity as it relates to the two observed mineralization styles. This may include use of blast hole data in additional to diamond drill core.

 

·            Upon production start up, implementation of a robust ore control, blasthole sampling, logging, and reconciliation program to improve understanding of Au grade distribution and ability to estimate Au grades at the SMU and block size.

 

23.2MINING AND MINERAL RESERVES

 

Engineering work related to open pit slope design should be focused on improving the confidence level of the design criteria, designing interim pit slopes, and developing an optimized final pit design. Additional review of work completed by BVP Engenharia (2012) and GE21 Consultoria Mineral (2019) should be undertaken to determine the scope of any site specific geotechnical requirements.

 

Modeling of surface and groundwater flows that will report to the open pits is recommended for future studies. These flows should be predicted throughout the proposed life of the pit. A pit dewatering should be developed and incorporated into the overall water management plan. The infrastructure and power requirements associated with this plan will need to be estimated.

 

The estimated cost for completing this work is summarized in Table 167.

 

Table 167: Borborema Project program cost estimate.

 

Program Component Cost Estimate (US$ MM)
Detailed Engineering 2.0
Geotechnical 1.0
Hydrogeology 0.5
Mine Planning Detailed Plans and Costing 0.5

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Program Component Cost Estimate (US$ MM)
Mine Planning 0.5
TOTAL 2.5

 

23.3MINERAL PROCESSING AND METALLURGICAL TESTING

 

It is recommended to carry out additional metallurgical tests, as follows:

 

·Gravity/CIL testing on composite samples representative of the mine plan using selected design parameters to optimize leaching performance and produce samples for further cyanide detoxification tests;

 

·Carbon adsorption kinetic tests using water treated by the local Project ETA;

 

·Performing pressure filtration tests and optimized vacuum filtration tests for a water recovery compensation study;

 

·Frequent updating of targeted UCS tests is recommended to provide data for a blasting plan that enables the generation of fragments to confirm the likely ROM ore-size distribution that results in improved semi-autogenous grinding performance; and

 

23.4ENVIRONMENTAL STUDIES, PERMITTING AND SOCIAL OR COMMUNITIES IMPACTS

 

The recommendations in the area of licensing, environmental and social management for the Borborema Project are presented below:

 

·Establish and implement a vegetation suppression procedure with the release of areas by the company's Environment Department;

 

·Systematic surveillance of deforestation to restrict suppression only to strictly necessary and licensed areas;

 

·Establish an ecological escape corridor for fauna in contiguous areas;

 

·Establish operational procedures for the proper handling of chemical reagents for both the unloading area and the preparation of solutions to avoid spills;

 

·Waterproof containment basins and drainage systems in areas where chemical reagents are used;

 

·Effective and transparent communication with the local population about the environmental and social aspects of the Project, in particular the issue of water use, to create an environment of trust and engagement of the people;

 

·Aura must increase its social interactions by initiating community programs that enhance the development and well-being of local communities.

 

·Use dust-suppressing polymers in the accesses and co-disposal piles of overburden and waste;

 

·Controlled disposal of overburden and waste from the mine, so that the waste is disposed of internally and sterile externally, avoiding dust formation.

 

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ALS. Survey of Gold Occurrences Borborema Classifier Overflow - KM3686. ALS Metallurgy, February 2013. 2013a.

 

ALS. Preliminary Assessment of Borborema Gold samples - KM3720. ALS Metallurgy, April 2013. 2013b.

 

ALS. Metallurgical Test work (Comminution) conducted on Borborema Composites Samples for Crusader Resource. Report No A17445. ALS Metallurgy, October 2016.

 

ALS. Gravity Separation/Direct Cyanide Leach Tests on Master Composites Samples – Ref. A17445 . ALS Metallurgy, July 2018. 2018a.

 

ALS. Test work raw data for Gravity Separation/Direct Cyanide Leach Tests on Variability Composites – Ref. A17445. ALS Metallurgy, August 2018. 2018b.

 

ALS.. Test work raw data for Air/SO2 Cyanide Detoxification Test work for Big River Gold Pty Ltd. Ref. ALS A20386. ALS Metallurgy, October 2019. 2019a.

 

ALS. Metallurgical Test work (Leaching) conducted on Borborema Composites for Wave International Pty Ltd and Big River Gold Ltd. Report no. A17445. ALS Metallurgy, November 2019. 2019b.

 

Araujo, M.N.C., Alves da Silva, F.C., Jardim de sa, E.F., Holcombe, R.J., 2002. Geometry and Structural Control of Gold Vein Mineralization’s in the Serido Belt, North-Eastern Brazil. Journal of South American Earth Sciences 15, 337-348.

 

AUSENCO & CRUSADER. Feasibility Study Review, Internal report for Crusader( 24pp), 2013.

 

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AUSENCO. Relatório Técnico Final – Ausenco 103003-01-0000-RPT-V-0001 – Rev. B

 

AUSENCO. Borborema Gold Project – BFS Review – Ausenco Rev. A.

 

Baars, F.J., Mendes, M. de C.O., Lobato, L.M., Figueiredo e Silva, R.C., 2011. Report on the Petrography of the Borborema Au Deposit. Internal Crusader Report (253 pp).

 

Bezerra Júnior, J.G.O. and da Silva, N.M., 2007. Caracterização Geoambiental da Microregião do Seridó Oriental, Rio Grande do Norte Holos, ano 23, v. 2., p 78-91.

 

BIG RIVER GOLD LIMITED & CASCAR. Definitive Feasibility Study Report, Borborema Gold Project, 2019. Vol.1 (343pp).

 

BIG RIVER GOLD LIMITED & CASCAR. Definitive Feasibility Study Report, Borborema Gold Project, 2019. Vol.2 (40pp).

 

BIG RIVER GOLD LIMITED. Borborema Gold Project, 2020. DFS changes and estimate updates (70pp).

 

BRAZIL. Mininstry of Health Ordinancy nº 888/2021. Establishes standards for potable water for human consumption. 2021.

 

BRAZIL. National Environment Policy. Federal Law No. 6,938 / 1981 1981.

 

BRAZIL. Federal Law nº 12,651/2012. National Enviornmental Policy. Brazilian Forest Code, 2012.

 

Brito Neves, B. B.; Santos, E. J.; Van Schmus, 2000. W. R. Tectonic History of the Borborema Province. In: CORDANI, U. G. et al.

 

BVP Engenharia. 2012. Modelo Geomecânico e Análises de Estabilidade (BVP-BORB-F-3005-RL-D11-004-R0). Internal report prepared by BVP Engenharia to Cascar do Brasil. Tectonic Evolution of the South America. Rio de Janeiro: 31st International Geological Congress, p.151-182.

 

Canadian Institute of Mining, Metallurgy and Petroleum (CIM), 2018. CIM Mineral Exploration Best Practice Guidelines. Prepared by the CIM Mineral Resource and Mineral Reserve Committee, adopted by DIM Council, November 23, 2018.

 

Canadian Institute of Mining, Metallurgy and Petroleum (CIM), 2019. CIM Estimation of Mineral Resources & Mineral Reserves Best Practice Guidelines. Prepared by the CIM Mineral Resource and Mineral Reserve Committee, adopted by DIM Council, November 29, 2019.

 

Cascar do Brasil. 2019. Definitive Feasibility Study Report, Borborema Gold Project, Volume 2 – Detailed Report (5002-10-RPT-PM-00100). Internal report prepared by Cascar do Brasil.

 

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CASTRO, de M.M.W. Laudo Arqueológico. Projeto Borborema – Currais Novos – RN. Processo IPHAN n° 01421.000186/2012-51. 38 p., Maio de 2020.

 

CUBE CONSULTING. Borborema Resource Estimate Review, Internal Report for Crusader (8 pp), 2019.

 

CONSELHO NACIONAL DO MEIO AMBIENTE (NATIONAL ENVIRONMENT COUNCIL) - CONAMA Resolution No. 237/1997 - Establishes guidelines for environmental licensing; competence of the Union, States and Municipalities; list of activities subject to licensing; Environmental Studies, Environmental Impact Study and Environmental Impact Report.

 

CONSELHO NACIONAL DO MEIO AMBIENTE (NATIONAL ENVIRONMENT COUNCIL) - CONAMA Resolution No. 357/2005 - Establishes the classification of bodies of water and environmental guidelines for their classification, as well as the conditions and standards for effluent discharge.

 

CONSELHO NACIONAL DO MEIO AMBIENTE (NATIONAL ENVIRONMENT COUNCIL) - CONAMA Resolution No. 430/2011 - Establishes the conditions and standards for effluent discharge, complements and amends Resolution No. 357, of March 17, 2005.

 

CPC Project Design 2020. Big River Gold Limited, Borborema Gold Project, DFS Changes & Estimate Update. Internal report prepared by CPC Project Design.

 

Dantas, M.; Valenica Ferreira, R., 2010. Relevo do Estado do Rio Grande do Norte, Geological Survey of Brazil (91pp).

 

DF+ Engenharia. 2023. Projeto Borborema – Projeto Básico, 5006 – Pilhas de Co-Disposição NE e NW e Pilha de Baixo Teor, Relatório Técnico – Geotecnia, Relatório Técnico de Projeto Básico. Internal report prepared by DF+ Engenharia to Aura Minerals.

 

DF+ Engenharia. 2023. Projeto Borborema – Projeto Básico, 5006 – Pilhas de Co-Disposição NE e NW e Pilha de Baixo Teor, Desenho – Geotecnia, Arranjo Geral, Planta. Internal drawing prepared by DF+ Engenharia to Aura Minerals.

 

FMD. Geologia Aplicada. HYDROGEOLOGICAL ASSESSMENT FOR MINING ACTIVITY CURRAIS NOVOS (RN), BRAZIL. 2022, 92 p.

 

GE21. Independent Technical Report – Definitive Feasibility Study, Mining Section, Currais Novos, RN, Brazil. GE21 Cosnultoria Mineral, 206 p. 2019.

 

GE21 Consultoria Mineral. 2019. Borborema Project – Independent Technical Report – Definitive Feasibility Study – Mining Section, Currais Novos, RN, Brazil. Internal report prepared by GE21 Consultoria Mineral to Cascar do Brasil.

 

GLOBAL. Borborema Gold Project. Global Resource Engineering Rio Grande do Norte, Brazil, April, 2013, 60 p.

 

Goldfarb, R.J., Baker, T., Dube, B., Groves, D.I., Hart, C.J.R., and Gosselin, R., 2005. Distribution, Character, and Genesis of Gold

 

Deposits in Metamorphic Terranes, Economic Geology 100th Anniversary Volume, Society of Economic Geologists, Inc., Littleton,

 

Colorado, USA. p. 407-450.

 

GRE. Global Resource Engineering Borborema Gold Project. Global Resources Engineering – GRE, Rio Grande do Norte, Brazil, April 2013.

 

GRES. Borborema Gold Project - Engineering Cost Estimate Update – GRES 12765-STY-G-2992257, October 2021.

 

Groves, D.I., Goldfarb, R.J., Knox-Robinson, C.M., Ojala, J., Gardoll, S., Yun, G., and Holyland, P.,2000. Late-kinematic timing of

 

orogenic gold deposits and its significance for computer-based exploration techniques with emphasis on the Yilgarn block,

 

Western Australia: Ore Geology Reviews, v. 17, p. 1-38. in Distribution, character, and genesis of gold deposits in metamorphic

 

terranes, Economic Geology 100th Anniversary Volume, Society of Economic Geologists, Inc., Littleton, Colorado, USA. p. 407-450.

 

HDA. Characterisation of Borborema Ore Samples - HDA-BORB-B-0012-RL-D21-001-R2. HDA Serviços S/S Ltda, March 2013. 2013a.

 

HDA. Design of Borborema Industrial Comminution Circuit - HDA-BORB-B-0012-RL-D21-002-R2. HDA Serviços S/S Ltda, March 2013. 2013b.

 

Hoek, E., Carranza-Torres, C. and Corkum, B. 2002. Hoek-Brown failure criterion – 2002 Edition. Proc. NARMS-TAC Conference, Toronto, 2002, 1, 267-273.

 

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Holcombe, R. 2012. Structural Notes and Comments; Borborema Project, Serido Belt, Brazil. Crusaders Resources Ltd.

 

International Finance Corporation, 2007. Environmental, Health and Safety Guidelines for Mining, Washington D.C.: World BankGroup.

 

IPHAN. Ofício No. 302/2021/IPHAN-RN/IPHAN – Parecer Técnico do Instituto do Patrimônio Histórico e Artísitico - IPHAN, abril 2021.

 

INTEGRATIO. Situational Assessment and Stakeholder Mapping for Borborema Project. Integratio Mediçao Social e Sustentabilidade Ltda – INTEGRATIO. 85 p., Outubro de 2019.

 

IBF. Instituto Brasileiro de Florestas. Bioma Caatinda. Disponivel em: <https://www.ibflorestas.org.br/bioma-caatinga>. Acesso em: 20 jun 2023.

 

JKDW & SMC. J.K. TECHc Test Report on Fourteen Samples from Borborema Project for Crusader Resources. Job no. 16001/P73, January 2017. Australia.

 

Juan S. Hernandez , Carlos J. Archanjo , Maria Helena B.M. Hollanda , Paulo M. Vasconcelos , La´ecio C. Souza, 2023. U-Pb and Ar/Ar Geochronology and tectonic setting of the peralkaline magmatism in the Borborema Province ( NE Brazil), Journal of South American Sciences (15pp).

 

LEAL, I. R.; TABARELLI, M., SILVA, J. M. C. Ecology and Conservation of the Savanna. Recife: Editora University UFPR, 2003. p. 181-236.

 

Mendonça Diniz, M.T, Pereira de Oliveira, G., Pinheiro Maia, R., Ferreira, B, 2017. Geomorphological Mapping of The State of Rio Grande Do Norte. Revisita Brasileira de Geomorfologia, (13 pp).

 

MINPRO. N.T. Minpro Aura – Nota Técnica – 01-22 – Rev. 1. Mineral Processing Solutions Engenharia – MINPRO. 21 Dez 2022.

 

OMC. DFS COMMINUTION CIRCUIT DESIGN – OMC Report No. 8065 Rev 0 5. Orway Mineral Consultants, September 2019. Australia.

 

OUTOTEC, 2019. Thickening Test Report. Report no. 322122 T1 Borborema. 6 September 2019.2019a.

 

OUTOTEC, 2019. Filtration Test Report. Report no. 322124 T1 Borborema. 17 September 2019. 2019b

 

OMC. Comminution Feed – Borborema Gold Project. Report No. 7428 Rev 0. Orway Mineral Consultants - OMC, Australia, March 2021.

 

Phillips, N., 2011. Report on Geological Work, Borborema Gold Prospect, Brazil. Internal Crusader Report (10pp).

 

PROGEL. Environmental Impact Report (EIR). Extraction and Processing of Gold, Municipalities of Campo Redondo and Currais Novos, RN. CASCAR. September 2011, 268 p.

 

PROMON. Gerenciamento Trade-off –Atualização do balanço hídrico .Projeto Borborema – Aura Minerals. Projeto Básico, Documentos Gerais, Relatório Técnico Aura: BBR-B-RL-0000-PRO-V-0006, 2023, 18 p. Promon Engenharia, 2023a.

 

PROMON. Balanço Hídrico do Empreendimento - Projeto Borborema – Aura Minerals. Projeto Básico, BBR-B-RL-0000-PRO-V-034. 2023, 66 p. Promon Engenharia, 2023b.

 

PROMON. Plano Diretor do Projeto 2 MTPA. Projeto Boroborema, Aura Minerals. Projeto Básico, BBR-B-PD-0000-PRO-M-0001. Planta escala 1:5000. Julho de 2023. 2023c.

 

Robert, F., 1989. Internal structure of the Cadillac tectonic zone southeast of Val d’Or, Abitibi greenstone belt, Quebec: Canadian

 

Journal of Earth Sciences, v. 26, p. 2661-2675. in Distribution, character, and genesis of gold deposits in metamorphic terranes,

 

Economic Geology 100th Anniversary Volume, Society of Economic Geologists, Inc., Littleton, Colorado, USA. p. 407-450.

 

Rudnick, R. L. & Gao, S., 2003. Composition of the Continental Crust. Treatsie on Geochemistry, Vol. 3, pp. 1-64.

 

Robert, F., Poulsen, K.H., Cassidy, K.F., and Hodgson, C.J., 2005, Gold metallogeny of the Yilgarn and Superior cratons, in Goldfarb, R.J., and Richards, J.P., eds., Economic Geology One Hundredth Anniversary. Volume: 1905 - 2005: Society of Economic Geologists,p. 1001-1033.

 

Sibson, R.H, Robert, F., and Pousen, K.H., 1988. High-angle reverse faults, fluid-pressure cycling, and mesothermal gold-quartz

 

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deposits: Geology, v. 16, p. 551-555. in Distribution, character, and genesis of gold deposits in metamorphic terranes, Economic

 

Geology 100th Anniversary Volume, Society of Economic Geologists, Inc., Littleton, Colorado, USA. p. 407-450.

 

SOBEK, A. W. S. J. F. R. S. Field and laboratory methods applicable to overburden and minesoils. U.S. E.P.A. Report EPA600/2-78-054, 1978.

 

SRK Consulting , 2022. Due Diligence Report, Borborema Gold Project, Currais Novos, RN , Brazil, Internal Report for Aura Minerals (157pp).

 

Stewart, J., 2011. Borborema geological map and accompanying Executive Summary (2pp).

 

Stewart, J. 2011. Interpretation of geological and mapping observations within and adjacent to the Au-bearing Sao-Francisco

 

Shear Zone, Borborema NE Brazil. Internal report to Crusader Resources.

 

Tetra Tech, & Crusader, 2013. Draft Bankable Feasibility Study Report, Borborema Gold Project, Crusader Resources Ltd. (489 pp).

 

TWSP. Metallurgical Test work for Mineral Processing Flowsheet Determination for Borborema Project – Final Report - TWK-BORB-F-4105-RL-D21-001-R0. Testwork Desenvolvimento de Processos Ltda, 2011.

 

TWSP. Testes de Sedimentação Com Minério Do Projeto Borborema - TWK-BORB-F-4105-RL-D21-002-R0. Testwork Desenvolvimento de Processos Ltda, março de 2012. 2012a.

 

TWSP. Gravity Concentration, Leaching, Equilibrium Isotherm, Carbon Kinetic Testwork - TWK-BORB-F-4105-RL-D21-003-R0. Testwork Desenvolvimento de Processos Ltda, august 2012. 2012b.

 

TWSP. Final Report Variability Leaching Tests with Borborema Ore - TWK-BORB-F-4105-RL-D21-004-R1. Testwork Desenvolvimento de Processos Ltda, january 2013. 2013-A.

 

TWSP. Final Report Size Distribution and Leaching Tests with Borborema Ore - TWK-BORB-F-4105-RL-D21-005-R1. Testwork Desenvolvimento de Processos Ltda, january 2013. 2013-B.

 

Vearncombe, J.R., Barley, M.E., Eisenlohr, B.N., Groves, D.I., Houstoun, S.M., Skwarnecki, M.S., Grigson, M.W., and Partington,

 

G.A., 1989. Structural controls on mesothermal gold mineralisation: Examples from the Archaean terranes of southern Africa and Western Australia: ECONOMIC GEOLOGY MONOGRAPH 6, p. 124-134. in Distribution, character, and genesis of gold deposits inmetamorphic terranes, Economic Geology 100th Anniversary Volume, Society of Economic Geologists, Inc., Littleton, Colourado, USA. p. 407-450.

 

Wave International. Definitive Feasibility Study Report – Wave International – Revisão Final 1. 2019.

 

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25RELIANCE ON INFORMATION PROVIDED BY THE REGISTRANT

 

This report was prepared by Aura and is based in part on information presented in the 2019 report titled “Definitive Feasibility Study Technical Report for Borborema Project by Big River Gold”, and on geological, geochemical, engineering, metallurgical, legal, environmental, and other technical reports and documents, including internal company documents, that were completed by other authors, as well as opinions from other persons. Most of these persons are not Qualified Persons under the definitions of S-K 1300.

 

Aura conducted surface land status evaluations and applied for environmental permits for the Project. Much of this work, were conducted by persons who are not Qualified Persons. Mr. Farshid Ghazanfari P.Geo. and Mr. Homero Delboni have relied on this data, as necessary, to complete this report.

 

For the purpose of this TRS, QPs have relied on ownership information provided by Aura in a legal opinion by Rodrigo Velazquez Rosales entitled Head of Legal (North America) and Head of Compliance, dated March 2025. QPs has not researched property title or mineral rights for the Almas as we consider it reasonable to rely on Aura’s legal counsel, who is responsible for maintaining this information.

 

QPs relied on Aura for guidance on applicable taxes, royalties, and other government levies or interests applicable to revenue or income from Almas in the Executive Summary and Section 19.

 

The Qualified Persons have taken all appropriate steps, in their professional opinion, to ensure that the above information from Aura is sound.

 

Except as provided by applicable laws, any use of this TRS by any third party is at that party’s sole risk.

 

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26SIGNATURE PAGE

 

Technical Report Summary on the Feasibility Study for the Borborema Gold Project, Currais Novos Municipality, Rio Grande do Norte, Brazil

 

Prepared for

 

Aura Minerals 360 Mining

 

78 SW 7th STREET, MIAMI FLORIDA 33131 USA

 

/s/ Bruno Yoshida Tomaselli Signed in Belo Horizonte, Brazil, on March 28, 2025
   
Bruno Yoshida Tomaselli, FAusIMM
Rua Antonio de Albuquerque, 330, Belo Horizonte-MG
Brazil, 30112-010
   
  Signed in Denver, Colorado, USA, on March 28, 2025
SRK Consulting (U.S.), Inc.
999 Seventeenth Street, Suite 400
Denver, CO  80202
   
/s/ Farshid Ghazanfari Signed in Burlington, Canada, on March 28, 2025
   
Farshid Ghazanfari, P.Geo.
2135 Heidi Ave. Burlington, Ontario
Canada, L7M 3P4
   
/s/ Homero Delboni Jr. Signed in Sao Paulo, Brazil, on March 28, 2025
   
PhD - MAusIMM - Chartered Professional (Metallurgy)
Associated Professor – Polytechnic School of Engineering – University of Sao Paulo, Brazil
HDA Serviços S/S Ltda.



348 

 

Exhibit 107

 

CALCULATION OF FILING FEE TABLES

 

FORM F-1
(Form Type)

 

AURA MINERALS INC.
(Exact Name of Registrant as Specified in the Articles of Association)

 

Table 1: Newly Registered and Carry Forward Securities

  

   Security
Type
  Security Class
Title
  Fee
Calculation
or Carry
Forward
Rule
  Amount
Registered
   Proposed
Maximum
Offering
Price Per
Share
   Maximum
Aggregate
Offering
Price(1)(2)
   Fee Rate   Amount of
Registration
Fee
   Carry
Forward
Form
Type
   Carry
Forward
File
Number
   Carry
Forward
Initial
Effective
Date
   Filing Fee
Previously
Paid In
Connection
With Unsold
Securities to
be Carried
Forward
 
Newly Registered Securities   
Fees to be Paid  Equity  Common Shares, no par value  457(o)      —       —   US$100,000,000   US$
US$
153.10 per
1,000,000
   US$     15,130                                         
Fees Previously Paid                                                      
Total Offering Amounts   US$100,000,000                          
Total Fees Previously Paid   US$                          
Total Fee Offsets   US$                          
Net Fee Due   US$15,130                          

 

 

(1)Includes offering price of additional shares that the underwriters have the option to purchase.
(2)Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended.