Aura Minerals Agrees to Acquire the Mineração Serra Grande Gold Mine in Goiás, Brazil

Rhea-AI Summary

Aura Minerals has entered into a Share Purchase Agreement to acquire Mineração Serra Grande (MSG) gold mine in Goiás, Brazil from AngloGold Ashanti. The transaction is valued at $76 million upfront cash plus a 3% net smelter returns participation. Serra Grande has produced over 3 million ounces since 1998, with peak production of 193,000 ounces in 2006. The deal excludes certain MSG subsidiaries not related to mining operations and is subject to conditions including Brazilian anti-trust approval and decommissioning of a legacy tailings dam. Expected closing is by Q3 2025. Aura aims to leverage its turnaround expertise to enhance performance, boost production, reduce costs, and extend the mine's life.

Positive

• Strategic acquisition of a historically productive gold mine that produced over 3M oz since 1998
• Purchase price of $76M appears reasonable given the mine's historical production capacity
• Potential for operational improvements and cost reduction through Aura's proven turnaround expertise
• Company has previous knowledge and experience with Serra Grande, increasing likelihood of successful integration

Negative

• Additional costs from 3% net smelter returns participation payments
• Closing conditions include complex requirements like tailings dam decommissioning
• Legacy tailings dam suggests potential environmental liabilities
• Mine's production has declined significantly from its 2006 peak of 193,000 oz

ROAD TOWN, British Virgin Islands, June 02, 2025 (GLOBE NEWSWIRE) -- Aura Minerals Inc. (TSX: ORA, B3: AURA33 and OTCQX: ORAAF) (“Aura” or the “Company”) is pleased to announce that Aura, AngloGold Ashanti plc (“AngloGold”) and a wholly owned subsidiary of Aura have entered into a Share Purchase Agreement (the “SPA”) pursuant to which Aura’s wholly owned subsidiary will acquire from AngloGold all of the issued and outstanding securities of Mineração Serra Grande S.A. (“MSG”), owner of the Mineração Serra Grande gold mine located in Crixás, in the state of Goiás, Brazil (the “Transaction”).

Transaction Highlights:

• In consideration for the acquisition of MSG, Aura will pay to AngloGold: (i) an upfront cash consideration of US$ 76 million on closing subject to certain 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 Resource of MSG (inclusive of the Mineral Reserve) payable quarterly.
• 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 Transaction is subject to the fulfilment of certain conditions precedent, including:
  • Anti-trust approval from the Brazilian authorities (CADE);
  • The completion by AngloGold of an ongoing decommissioning of a legacy tailings dam storage facility;
  • The completion of the MSG Subsidiaries Transfer; and
  • No Material Adverse Event occurring prior to closing.
    

The closing of the Transaction is expected to happen by Q3 2025, and no later than Q4 2025.

Rodrigo Barbosa, President and CEO of Aura, stated: “AngloGold has built a strong reputation for developing and operating world-class mines. Serra Grande, located in one of Brazil’s most prominent greenstone belts, has, according to AngloGold, produced over 3 million Oz since 1998 with a peak production of 193,000 Oz in 2006, underscoring its significant potential. As a nimble company with a proven turnaround track record (e.g., Apoena and Aranzazu) and a team with significant previous knowledge of Serra Grande, Aura is well positioned to unlock the mine’s potential. Through our disciplined capital allocation, Aura 360 culture, and a targeted exploration program, we believe we can significantly enhance performance, boost production, reduce costs, and extend the Life of Mine at Serra Grande, which could result in Serra Grande becoming a cornerstone of our portfolio.”

ABOUT MSG

MSG is located in the northwest of the state of Goiás, central Brazil about 5km from the city of Crixás. The MSG operation comprises three mechanised underground mines and an open pit, with one dedicated metallurgical plant with an annual capacity of 1.5 Mt.

AngloGold’s existing Mineral Resource and Mineral Reserve Report dated as of December 31, 2024, filed on AngloGold’s website, 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 Resource of 12.95 Mt gold at an average grade of 3.39 g/t for 1.4 Moz of gold. Aura considers the reported mineral resources as “historical estimates” and does not treat such mineral resources as current. A qualified person has not done sufficient work to classify the historical estimates as current mineral resources under 43-101 – Standard of Disclosure for Mineral Projects (“NI 43-101”) 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, Aura cannot confirm if such classifications are compatible with, or directly comparable to, the requirements of NI 43-101.

According to AngloGold, in 2024, MSG produced 80 kOz of gold (2023: 86 kOz).

Advisers and Counsel

BofA Securities is acting as exclusive financial adviser to Aura, and Demarest Advogados is acting as Brazilian law adviser and Gowling WLG (UK) LLP is acting as English law adviser to Aura.

Qualified Person

The scientific and technical information contained within this news release has been reviewed and approved by Farshid Ghazanfari, P.Geo., a qualified person as defined in NI 43-101.

About Aura 360° Mining

Aura is focused on mining in complete terms – thinking holistically about how its business impacts and benefits every one of our stakeholders: our company, our shareholders, our employees, and the countries and communities we serve. We call this 360° Mining.

Aura is a company focused on the development and operation of gold and base metal projects in the Americas. The company's five operating assets include the Minosa gold mine in Honduras; the Almas, Apoena, and Borborema gold mines in Brazil; and the Aranzazu copper, gold, and silver mine in Mexico. Additionally, the company owns Era Dorada, a gold project in Guatemala; Tolda Fria, a gold project in Colombia; and three projects in Brazil: Matupá, which is under development; São Francisco, which is in care and maintenance; and the Carajás copper project in the Carajás region, in the exploration phase.

Forward-Looking Information

This press release contains “forward-looking information” and “forward-looking statements”, as defined in applicable securities laws (collectively, “forward-looking statements”) which may include, but is not limited to, statements with respect to the activities, events or developments that the Company expects or anticipates will or may occur in the future. Often, but not always, forward-looking statements can be identified by the use of words and phrases such as “plans,” “expects,” “is expected,” “budget,” “scheduled,” “estimates,” “forecasts,” “intends,” “anticipates,” or “believes” or variations (including negative variations) of such words and phrases, or state that certain actions, events or results “may,” “could,” “would,” “might” or “will” be taken, occur or be achieved. Known and unknown risks, uncertainties and other factors, many of which are beyond the Company’s ability to predict or control, could cause actual results to differ materially from those contained in the forward-looking statements and all forward-looking statements herein are qualified by this cautionary statement. Accordingly, readers should not place undue reliance on forward-looking statements. Forward-looking statements contained in the press release include, but are not limited to, statements relating to: the completion of the Transaction; timing for the completion of the Transaction; consideration payable under the Transaction; entry into the net smelter returns deferred consideration agreement; completion of the MSG Subsidiaries Transfer; fulfillment of the conditions precedent to the Transaction; enhancing performance, boosting production, reducing costs, and extending the Life of Mine at Serra Grande and the potential for Serra Grande to become a cornerstone of Aura’s portfolio. The Company undertakes no obligation to update publicly or otherwise revise any forward-looking statements whether as a result of new information or future events or otherwise, except as may be required by law. If the Company does update one or more forward-looking statements, no inference should be drawn that it will make additional updates with respect to those or other forward-looking statements.

For more information, please contact:

Investor Relations
ri@auraminerals.com
www.auraminerals.com

FAQ

What is the purchase price for Aura Minerals' acquisition of Serra Grande gold mine?

Aura Minerals will pay $76 million in upfront cash plus a 3% net smelter returns participation on the mine's identified Mineral Resource.

When is the Serra Grande mine acquisition expected to close?

The transaction is expected to close by Q3 2025, and no later than Q4 2025.

What are the main conditions for the ORAAF Serra Grande acquisition to close?

Key conditions include Brazilian anti-trust approval, decommissioning of a legacy tailings dam, completion of MSG Subsidiaries Transfer, and no Material Adverse Event occurring.

How much gold has Serra Grande mine produced historically?

According to AngloGold, Serra Grande has produced over 3 million ounces since 1998, with peak production of 193,000 ounces in 2006.

What are Aura Minerals' plans for the Serra Grande mine?

Aura plans to enhance performance, boost production, reduce costs, and extend the Life of Mine through disciplined capital allocation, Aura 360 culture, and targeted exploration.