Aura Minerals (NASDAQ: AUGO) plans 2026 AGM and charter vote
Rhea-AI Filing Summary
Aura Minerals Inc. has called a virtual Annual General and Special Meeting for June 16, 2026 at 10:00 a.m. Eastern, where shareholders will vote online via the TSX Trust platform.
Holders of record as of May 4, 2026, when 83,789,223 common shares were outstanding, may vote on three proposals: reelection of the full board of directors, appointment of KPMG LLP and KPMG Auditores Independentes Ltda. as auditors with the board authorized to set their fees, and a special resolution to replace the current Memorandum and Articles of Association with amended and restated documents.
The company explains that the charter changes are intended to align its governance with Nasdaq and U.S. securities law requirements following its U.S. IPO of 8,100,510 common shares at US$24.25 per share, completed in July 2025. The board recommends voting “FOR” all proposals and provides detailed proxy, internet, and Brazilian Depositary Receipt voting instructions and deadlines.
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Key Figures
Key Terms
special resolution regulatory
Brazilian Depositary Receipts financial
Nasdaq Global Select Market market
notice-and-access regulatory
BVI Business Companies Act regulatory
Amended and Restated Memorandum and Articles of Association regulatory
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
When is Aura Minerals’ 2026 virtual annual general meeting and who can vote?
How do holders of Aura Minerals Brazilian Depositary Receipts vote at the AGM?
Why is Aura Minerals proposing amended and restated Articles of Association?
What auditors are Aura Minerals (AUGO) proposing for the next year?
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of May 2026
Commission File Number: 001-42744
AURA MINERALS INC.
(Exact name of registrant as specified in its charter)
c/o Aura Technical Services Inc.
3390 Mary St,
Suite 116, Coconut Grove,
Florida, 33133, United States
+1 (305) 239 9332
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
| Form 20-F |
X |
Form 40-F |
TABLE OF CONTENTS
| EXHIBIT | |
| 99.1 | Notice of 2026 Annual General Meeting of Shareholders |
| 99.2 | Proxy Statement |
| 99.3 | Form of Proxy Card |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Aura Minerals Inc. | |||||
| By: | /s/ João Kleber Cardoso | ||||
| Name: | João Kleber Cardoso | ||||
| Title: | Chief Financial Officer | ||||
Date: May 14, 2026
Exhibit 99.1
AURA MINERALS INC.
NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS
NOTICE IS HEREBY GIVEN that the Annual General and Special Meeting of Shareholders (the “Meeting”) of Aura Minerals Inc. (the “Company”) will be held virtually via live webcast at https://virtual-meetings.tsxtrust.com/en/1932/, on Tuesday, June 16, 2026, at 10:00 a.m. (ET), for the following purposes:
| (a) | As an ordinary resolution, to reelect the Board of Directors of the Company (the “Board”) for the ensuing year; |
| (b) | As an ordinary resolution, to appoint KPMG LLP and KPMG Auditores Independentes Ltda., as the auditors of the Company for the ensuing year and to authorize the Board to fix their remuneration; and |
| (c) | As a special resolution, that the Memorandum and Articles of Association of the Company currently in effect be amended and restated by the deletion in their entirety and the substitution in their place of the Amended and Restated Memorandum and Articles of Association (the “Amended Articles”), accessible at the Company’s website at https://www.auraminerals.com/en/investors/regulatory-filings/. |
The audited consolidated financial statements of the Company for the year ended December 31, 2025 was filed with the U.S. Securities and Exchange Commission on April 1, 2026 with the Company’s annual report on Form 20-F for the fiscal year ended December 31, 2025 (the “Form 20-F”). Shareholders may obtain a copy of the Form 20-F, free of charge, from the Investor Relations section of the Company’s website at https://www.auraminerals.com/en/investors/ and on the SEC’s website at https://www.sec.gov/ or by contacting the Company’s Investor Relations Department by email at ri@auraminerals.com.
Shareholders may obtain a copy of the Amended Articles along with a marked version against the Company's Memorandum and Articles of Association currently in effect, free of charge, from the Investor Relations section of the Company’s website at https://www.auraminerals.com/en/investors/ or by contacting the Company’s Investor Relations Department by email at ri@auraminerals.com.
In addition to the other information included in the Form 20-F, you will find in the Form 20-F biographies for the incumbent members of the Board.
The Board recommends that shareholders of the Company vote “FOR” the resolutions at the Meeting. Your vote is very important to the Company.
Meeting Instructions
The Company has decided to conduct the Meeting virtually via live webcast. The Board and management of the Company believe that enabling shareholders to attend the Meeting virtually will lead to greater shareholder attendance and participation.
Shareholders will be able to view the Meeting, all in real time, via live webcast available online using the TSX meeting platform at https://virtual-meetings.tsxtrust.com/en/1932/ (Meeting ID# 1932; Password: aura2026 (case sensitive)). Registered shareholders and duly appointed proxy holders who log in with a valid 12-digit control number found on their form of proxy will be able to ask questions and vote in the Meeting virtually. Shareholders will be able to access the Meeting using an internet connected device such as a laptop, computer, tablet or mobile phone, and the Meeting platform will be supported across browsers and devices that are running the most updated version of the applicable software plugins (except for Internet Explorer). Google Chrome is the recommended browser for the TSX meeting platform.
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It is important to note that shareholders accessing the Meeting virtually must remain connected to the internet at all times during the Meeting in order to vote when balloting commences. It is your responsibility to ensure internet connectivity for the duration of the Meeting.
The Company urges all shareholders to vote by proxy in advance of the Meeting in accordance with the instructions set out below and to participate in the Meeting virtually using the details provided below:
Date and Time: Monday, June 16, 2026, at 10:00 a.m. (ET) Webcast: https://virtual-meetings.tsxtrust.com/en/1932/
Meeting ID: 1932
Meeting Password: aura2026 (case sensitive)
*Participants should log in approximately 10 to 15 minutes prior to the scheduled start time.
Registered shareholders and duly appointed proxyholders are entitled to vote and ask questions at the Meeting virtually by following the steps listed below:
Type in https://virtual-meetings.tsxtrust.com/en/1932/ on your browser at least 10 to 15 minutes before the Meeting starts.
| 1. | Click on “I have a control number”. |
| 2. | Enter your 12-digit control number (on your proxy form). |
| 3. | Enter the Meeting Password: aura2026 (case sensitive). |
| 4. | When the ballot is opened, click on the “Voting” icon. To vote, simply select your voting direction from the options shown on screen and click “Submit”. A confirmation message will appear to show your vote has been received. |
Beneficial shareholders entitled to vote at the Meeting may attend and vote at the Meeting virtually by following the steps listed below:
| 1. | Appoint yourself as proxyholder by writing your name in the space provided on the form of proxy or voting instruction form. |
| 2. | Sign and send it to your intermediary by the voting deadline, following the submission instructions on the voting instruction form. |
| 3. | Obtain a control number by contacting TSX Trust Company by emailing tsxtrustproxyvoting@tmx.com the “Request for Control Number” form, which can be found at www.tsxtrust.com/resource/en/75. |
| 4. | Type in https://virtual-meetings.tsxtrust.com/en/1932/ on your browser at least 10 to 15 minutes before the Meeting starts. |
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| 5. | Click on “I have a control number”. |
| 6. | Enter the control number provided by email from tsxtrustproxyvoting@tmx.com. |
| 7. | Enter the Meeting Password: aura2026 (case sensitive). |
| 8. | When the ballot is opened, click on the “Voting” icon. To vote, simply select your voting direction from the options show on screen and click “Submit”. A confirmation message will appear to show your vote has been received. |
Guests can also listen (without the ability to vote or ask questions) to the Meeting by following the steps below:
| 1. | Type in https://virtual-meetings.tsxtrust.com/en/1932/ on your browser at least 10 to 15 minutes before the Meeting starts. |
| 2. | Click on “I am a Guest”. |
If you have any questions or require further information with regard to voting your Shares, please contact TSX Trust Company toll-free in North America at 1-866-600-5869 or by email at tsxtis@tmx.com.
Registered Shareholders: Every registered holder of common shares at the close of business on May 4, 2026, is entitled to receive notice of and to attend and vote such shares at the Meeting. Registered shareholders who are unable to or do not wish to attend the Meeting and who wish to ensure that their shares will be voted at the Meeting are requested to complete, sign and deliver the enclosed form of proxy: Mail: c/o Proxy Dept., TSX Trust Company, at 100 Adelaide Street West, Suite 301, Toronto, Ontario, M5H 4H1; Facsimile: 416-595-9593; or Internet: www.voteproxyonline.com and enter the 12 digit control number. In order to be valid and acted upon at the Meeting, forms of proxy must be returned to the aforesaid address not later than 48 hours (excluding Saturdays, Sundays and holidays) before the time set for the holding of the Meeting or any adjournments thereof. Further instructions with respect to voting by proxy are provided in the form of proxy and in the proxy statement accompanying this Notice.
Non-Registered Shareholders: Shareholders may beneficially own shares that are registered in the name of a broker, another intermediary or an agent of that broker or intermediary (“Non-Registered Shareholders”). Without specific instructions, intermediaries are prohibited from voting shares for their clients. If you are a Non-Registered Shareholder, it is vital that the voting instruction form provided to you by your broker, intermediary or its agent is returned according to their instructions, sufficiently in advance of the deadline specified by the broker, intermediary or agent, to ensure that they are able to provide voting instructions on your behalf. If you are a Non-Registered Shareholder and wish to attend the Meeting and vote, you must duly appoint yourself as a proxyholder.
Holders of Brazilian Depositary Receipts (“BDRs”): The duly registered beneficial owners of the Company’s BDRs duly registered in the books of Banco Bradesco S.A. (“Banco Bradesco”) or under custody of any broker house at B3 at the close of trading at B3 on May 4, 2026, will have the right to instruct the depositary institution, Banco Bradesco, with respect to the votes attaching to the shares underlying their BDRs. To exercise such voting rights, a holder of BDRs must deliver a completed instrução de voto signed by, if applicable, a duly qualified representative of the BDR holder, together with a copy of the documents evidencing such capacity (such as a power of attorney, minutes of the meeting, bylaws, etc.), with a notarized signature, accompanied by a copy of the Central Depositary - B3 extract with the position registered on the record date.
Holders of BDRs must deliver their duly executed instrução de voto together with necessary supporting documentation to Banco Bradesco no later than June 4, 2026, at 4:00 p.m. (Brasília time). Holders of BDRs may deliver their duly executed instrução de voto together with necessary supporting documentation to Banco Bradesco by mail to Banco Bradesco S.A., at Núcleo Cidade de Deus, VilaYara, s/nº, Osasco, Estado de São Paulo, Brazil, Zip Code 06029-900 – C/O Bradesco Custodia e Serv. Financeiros Operações Internacionais – Fundos Offshore e DRs or by email at bcsf.dr@bradesco.com.br. Portuguese translations of the Meeting Materials are also available to holders of BDRs at https://auraminerals.com/ and https://www.gov.br/cvm/pt-br.
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For inquiries concerning the delivery of documents by holders of BDRs to Banco Bradesco, please contact Banco Bradesco at bcsf.dr@bradesco.com.br.
DATED MAY 14, 2026.
BY ORDER OF THE BOARD
AURA MINERALS INC.
“Rodrigo Barbosa”
President and Chief Executive Officer
4
Exhibit 99.2
AURA MINERALS INC.
c/o Aura Technical Services Inc.
3390 Mary St,
Suite 116, Coconut Grove,
Florida, 33133, United States
+1 (305) 239 9332
PROXY STATEMENT
General
The board of directors of Aura Minerals Inc. (the “Company” or “we”) is soliciting proxies for the annual general and special meeting of shareholders (the “AGM”) of the Company to be held virtually via live webcast at https://virtual-meetings.tsxtrust.com/en/1932/, on Tuesday, June 16, 2026, at 10:00 a.m. (ET).
This proxy statement and our annual report on Form 20-F for the fiscal year ended December 31, 2025 can be accessed, free of charge, on the Investor Relations section of the Company’s website https://www.auraminerals.com/en/investors/ com and on the Securities and Exchange Commission’s (the “SEC”) website at www.sec.gov.
On or about May 14, 2026, we first mailed to our shareholders our proxy materials, including our proxy statement, the notice to shareholders of our AGM and the proxy card, along with instructions on how to vote using the proxy card provided therewith. This proxy statement can also be accessed, free of charge, on the Investor Relations section of the Company’s website https://www.auraminerals.com/en/investors/ and on the SEC’s website at www.sec.gov.
Record Date, Share Ownership and Quorum
Only the holders of record of common shares (the “Common Shares”) of the Company as at the close of business on May 4, 2026 (the “Record Date”) are entitled to receive notice of and attend the AGM and any adjournment thereof. No person shall be entitled to vote at the AGM unless it is registered as a shareholder of the Company on the record date for the AGM.
As of the close of business on the Record Date, 83,789,223 Common Shares were issued and outstanding. At least two shareholders entitled to vote on resolutions to be considered at the AGM, present in person or by proxy or, if a corporation or other non-natural person, by their duly authorized representatives, constitute a quorum of the shareholders.
Voting and Solicitation
Each Common Share issued and outstanding as of the close of business on the Record Date is entitled to one vote at the AGM. The resolutions to be put to the vote at the AGM, other than the resolution in respect of Proposal 3, will be approved by an ordinary resolution (i.e. a simple majority of the votes cast, by or on behalf of, the shareholders attending and voting at the AGM). The resolution in respect of Proposal 3 to be put to the vote at the AGM will be approved by a special resolution (i.e. a two-thirds majority of the votes cast, by or on behalf of, the shareholders attending and voting at the AGM).
Internet Availability of Proxy Materials
We are furnishing proxy materials to our shareholders primarily via the Internet, instead of mailing printed copies of those materials to each shareholder.
On or about May 14, 2026, we first mailed to our shareholders a Notice of Notice and Access containing instructions on how to access our proxy materials. The Notice of Notice and Access of Proxy Materials directs shareholders to a website where they can access our proxy materials, including our proxy statement and our annual report, and view instructions on how to vote via the Internet, mobile device or by proxy card. This process is designed to expedite shareholders’ receipt of proxy materials, lower the cost of the AGM, and help conserve natural resources. If you received a Notice of Notice and Access of Proxy Materials and would prefer to receive a paper copy of our proxy materials, please follow the instructions included in the Notice of Notice and Access of Proxy Materials.
Voting by Holders of Common Shares
Common Shares that are properly voted via the Internet, mobile device or for which proxy cards are properly executed and returned within the deadline set forth below, will be voted at the AGM in accordance with the directions given. The proxy holder will also vote in the discretion of such proxy holder on any other matters that may properly come before the AGM, or at any adjournment thereof. Where any holder of Common Shares affirmatively abstains from voting on any particular resolution, the votes attaching to such Common Shares will not be included or counted in the determination of the number of Common Shares present and voting for the purposes of determining whether such resolution has been passed (but they will be counted for the purposes of determining the quorum, as described above).
Voting via the Internet or by mobile device helps save money by reducing postage and proxy tabulation costs. Each of these voting methods is available 24 hours per day, seven days per week. To vote by any of these methods, read this Proxy Statement, have your Notice of Notice and Access of Proxy Materials or proxy card in hand, and follow the instructions set forth in the Notice of Notice and Access of Proxy Materials or proxy card, as the case may be.
Proxies submitted by registered shareholders and street shareholders (whether by internet or by returning the proxy card) must be received by us no later than 10:00 a.m. (ET) on June 12, 2026, to ensure your representation at our AGM, or no later than 48 hours (excluding Saturdays, Sundays and holidays) before the time of any adjourned meeting.
The manner in which your shares may be voted depends on how your shares are held. If you own shares of record, meaning that your shares are represented by book entries in your name so that you appear as a shareholder on the shareholder register of the Company maintained by TSX Trust Company (“TSX”) (i.e., you are a registered shareholder), our stock transfer agent, this proxy statement, the notice of AGM and the proxy card will be available to you at www.voteproxy.com by inserting the 12 digit control number on the Notice of Notice and Access of Proxy Materials or proxy card to be provided to you by TSX. You may provide voting instructions by Internet, mobile device or (if you have received paper copies of our proxy materials) by returning a proxy card. If you own Common Shares of record and you do not vote by Internet, mobile device, or proxy at the AGM, your shares will not be voted.
If you own shares in street name (i.e., you are a street shareholder), meaning that your shares are held by a bank, brokerage firm, or other nominee, you are then considered the “beneficial owner” of shares held in “street name,” and as a result, this proxy statement, the notice of AGM and the proxy card will be available to you at www.proxyvote.com by inserting the control number on the instructions to be provided to you by your bank, brokerage firm, or other nominee holding the shares. You may provide voting instructions by the Internet, mobile device or (if you have received paper copies of proxy materials through your bank, brokerage firm, or other nominee) by returning a voting instruction form received from that institution. If you own Common Shares in street name and attend the AGM, you must obtain a “legal proxy” from the bank, brokerage firm, or other nominee that holds your Common Shares in order to vote your Common Shares at the AGM.
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The beneficial owners of the Company’s Brazilian Depositary Receipts (“BDRs”) duly registered in the books of Banco Bradesco S.A. (“Banco Bradesco”) or under custody of any broker house at B3 at the close of trading at B3 on May 4, 2026, will have the right to instruct the depositary institution, Banco Bradesco, with respect to the votes attaching to the Common Shares underlying their BDRs. To exercise such voting rights, a holder of BDRs must deliver a completed instrução de voto signed by, if applicable, a duly qualified representative of the BDR holder, together with a copy of the documents evidencing such capacity (such as a power of attorney, minutes of the meeting, bylaws, etc.), with a notarized signature, accompanied by a copy of the Central Depositary - B3 extract with the position registered on the record date.
Holders of BDRs must deliver their duly executed instrução de voto together with necessary supporting documentation to Banco Bradesco no later than June 4, 2026, at 4:00 p.m. (Brasília time). Holders of BDRs may deliver their duly executed instrução de voto together with necessary supporting documentation to Banco Bradesco by mail to Banco Bradesco S.A., at Núcleo Cidade de Deus, VilaYara, s/nº, Osasco, Estado de São Paulo, Brazil, Zip Code 06029-900 – C/O Bradesco Custodia e Serv. Financeiros Operações Internacionais – Fundos Offshore e DRs or by email at bcsf.dr@bradesco.com.br. Portuguese translations of the meeting materials are also available to holders of BDRs at https://www.auraminerals.com/en/investors/ and https://www.gov.br/cvm/pt-br.
Revocability of Proxies
Registered shareholders may revoke their proxy or change voting instructions before Common Shares are voted at the AGM by submitting a written notice of revocation delivered to the registered and records office of the Company, at Craigmuir Chambers, Road Town, Tortola, VG 1110, British Virgin Islands (Attention: Harneys Corporate Services Limited with copy to George Weston) at any time up to and including the last business day preceding the day of the AGM. A beneficial owner owning Common Shares in street name may revoke or change voting instructions by submitting a written notice of revocation delivered to the bank, brokerage firm, or other nominee holding the Common Shares at least seven days prior to the AGM. Holders of BDRs may revoke or change voting instructions by submitting a written notice of revocation delivered to Banco Bradesco at least two days prior to the AGM.
Nasdaq IPO
On July 16, 2025, the Company completed its U.S. initial public offering of 8,100,510 Common Shares, at a price of US$24.25 per Common Share, and the Common Shares began trading on the Nasdaq Global Select Market (“Nasdaq”) under the ticker symbol “AUGO” (the “Nasdaq IPO”). In connection with the Nasdaq IPO, we became subject to the corporate governance and reporting requirements of the United States Securities Exchange Act of 1934, 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. The Company seeks to amend and restate its Memorandum and Articles of Association currently in effect (the “Articles”), in order to conform its provisions with the corporate governance requirements set forth by Nasdaq and in compliance with SEC rules and regulations and to make certain other amendments to the Articles, in each case as set out in the proposed Amended and Restated Memorandum and Articles of Association (“Amended Articles”), which can be accessed on the Investor Relations section of the Company’s website at https://www.auraminerals.com/en/who-are-we/#governanca-corporativa.
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PROPOSAL 1:
AS AN ORDINARY RESOLUTION, TO REELECT THE BOARD OF DIRECTORS OF THE COMPANY (THE “BOARD”) FOR THE ENSUING YEAR
The Company seeks shareholder approval for the reelection of the individuals listed below, as directors of the Company, each to serve until the next annual general meeting of shareholders of the Company or until his or her successor is elected or appointed, unless his or her office is earlier vacated in accordance with the Memorandum of Association and Articles of Association of the Company or the provisions of the BVI Business Companies Act, Revised Edition 2020 (the “BVI Act”).
| a) | Paulo de Brito |
| b) | Bruno Mauad |
| c) | Paulo de Brito Filho |
| d) | Pedro Turqueto |
| e) | Richmond Fenn |
| f) | Stephen Keith |
The affirmative vote by the holders of a simple majority of the votes cast, by or on behalf of, the shareholders attending and voting at the AGM is required for this proposal. If proxies are properly submitted by signing, dating and returning a proxy card, Common Shares represented thereby will be voted in the manner specified therein.
THE BOARD RECOMMENDS A VOTE “FOR” THE REELECTION THE BOARD FOR THE ENSUING YEAR.
PROPOSAL 2:
AS AN ORDINARY RESOLUTION, TO APPOINT KPMG LLP AND KPMG AUDITORES INDEPENDENTES LTDA., AS THE AUDITORS OF THE COMPANY FOR THE ENSUING YEAR AND TO AUTHORIZE THE BOARD TO FIX THEIR REMUNERATION
The Company seeks shareholder approval for the appointment of KPMG LLP and KPMG Auditores Independentes Ltda. (collectively, “KPMG”) as auditor of the Company to hold office until the next annual general meeting of shareholders of the Company or until a successor is appointed, and to authorize the Board to fix the auditor's remuneration.
The affirmative vote by the holders of a simple majority of the votes cast, by or on behalf of, the shareholders attending and voting at the AGM is required for this proposal. If proxies are properly submitted by signing, dating and returning a proxy card, Common Shares represented thereby will be voted in the manner specified therein.
THE BOARD RECOMMENDS A VOTE “FOR” THE APPOINTMENT OF KPMG LLP AND KPMG AUDITORES INDEPENDENTES LTDA. AS THE AUDITORS OF THE COMPANY FOR THE ENSUING YEAR AND THAT THE BOARD BE AUTHORIZED TO SET THE AUDITORS’ REMUNERATION.
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PROPOSAL 3:
AS A SPECIAL RESOLUTION, THAT THE MEMORANDUM AND ARTICLES OF ASSOCIATION OF THE COMPANY CURRENTLY IN EFFECT BE AMENDED AND RESTATED BY THE DELETION IN THEIR ENTIRETY AND THE SUBSTITUTION IN THEIR PLACE OF THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION.
The Company seeks shareholder approval that the Articles be amended and restated pursuant to Article 8.1 of the Articles by the deletion in their entirety and the substitution in their place of the Amended Articles in the form presented at the AGM, such deletion, amendment and restatement to become effective from the date that the notice of amendment and restatement of the Articles is registered by the Registrar or from such other date as determined pursuant to the BVI Act. A copy of the Amended Articles is available on the Company’s website at https://www.auraminerals.com/en/who-are-we/#governanca-corporativa.
The affirmative vote by the holders of at least two-thirds of the votes cast, by or on behalf of, the shareholders attending and voting at the AGM is required for this proposal. If proxies are properly submitted by signing, dating and returning a proxy card, Common Shares represented thereby will be voted in the manner specified therein.
THE BOARD RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION
ANNUAL REPORT AND COMPANY INFORMATION
A copy of our 2025 annual report to shareholders on Form 20-F containing our audited consolidated financial statements for the year ended December 31, 2025, along with a copy of this proxy statement, can be accessed, free of charge, on the Investor Relations section of the Company’s website at https://www.auraminerals.com/en/investors/ and on the SEC’s website at www.sec.gov. In addition to the other information included in the Form 20-F, you will find in the Form 20-F biographies for the incumbent members of the Board.
OTHER MATTERS
We know of no other matters to be submitted to the AGM. If any other matters properly come before the AGM, it is the intention of the persons named in the enclosed form of proxy to vote the Common Shares they represent as the Board may recommend.
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BY ORDER OF THE BOARD Rodrigo Barbosa May 14, 2026 |
5
Exhibit 99.3
AURA MINERALS INC (the " Company ") Annual and Special Meeting June 16, 2026 at 10:00 AM (Canada/Eastern Daylight) Link: https://virtual - meetings.tsxtrust.com/en/1932 Password: aura2026 (case sensitive) (the " Meeting ") Proxy Voting – Guidelines and Conditions 1. THIS PROXY IS SOLICITED BY OR ON BEHALF OF THE MANAGEMENT OF THE COMPANY. 2. THIS PROXY SHOULD BE READ IN CONJUNCTION WITH THE MEETING MATERIALS PRIOR TO VOTING. 3. If you appoint the Management Nominees indicated on the reverse to vote on your behalf, they must also vote in accordance with your instructions or, if no instructions are given, in accordance with the Voting Recommendations highlighted for each Resolution on the reverse. If you appoint someone else to vote your securities, they will also vote in accordance with your instructions or, if no instructions are given, as they in their discretion choose. 4. This proxy confers discretionary authority on the person named to vote in their discretion with respect to amendments or variations to the matters identified in the Notice of the Meeting accompanying the proxy or such other matters which may properly come before the Meeting or any adjournment or postponement thereof. 5. The securityholder has a right to appoint a person or company to represent the securityholder at the Meeting other than the person or company designated in the form of proxy. Such right may be exercised by inserting, on the reverse of this form, in the space labeled “Please print appointee name”, the name of the person to be appointed, who need not be a securityholder of the Company. 6. To be valid, this proxy must be signed. Please date the proxy. If the proxy is not dated, it is deemed to bear the date of its mailing to the securityholders of the Company. 7. To be valid, this proxy must be filed using one of the Voting Methods and must be received by TSX Trust Company before the Filing Deadline for Proxy, noted on the reverse or in the case of any adjournment or postponement of the Meeting not less than 48 hours (Saturdays, Sundays and holidays excepted) before the time of the adjourned or postponed meeting. Late proxies may be accepted or rejected by the Chair of the Meeting in their discretion, and the Chair is under no obligation to accept or reject any particular late proxy. 8. If the holder is a corporation, the proxy must be executed by an officer or attorney thereof duly authorized, and the holder may be required to provide documentation evidencing the signatory’s power to sign the proxy. 9. Guidelines for proper execution of the proxy are available at www.stac.ca . Please refer to the Proxy Protocol. Electronic Delivery If you are a registered securityholder and wish to enroll for electronic delivery for future issuer communications including meeting related materials, financial statements, DRS, etc., where applicable, you may do so: 1. After you vote online at www.voteproxyonline.com using your control number. 2. Through TSX Trust’s online portal, Investor Insite. You may log in or enroll at https://www.tsxtrust.com/investor - login For details go to www.tsxtrust.com/consent - to - electronic - delivery Notice - and - Access The Canadian securities regulators have adopted rules which permit the use of notice - and - access for proxy solicitation instead of the traditional physical delivery of material. This process provides the option to post meeting related materials including management information circulars as well as annual financial statements and management’s discussion and analysis, on a website in addition to SEDAR+. Under notice - and - access, meeting related materials will be available for viewing for up to 1 year from the date of posting and a paper copy of the material can be requested at any time during this period. Disclosure regarding each matter or group of matters to be voted on is in the Information Circular in the Section with the same title as each Resolution on the reverse. You should review the Information Circular before voting. AURA MINERALS INC has elected to utilize notice - and - access and provide you with the following information: Meeting materials are available electronically at www.sedarplus.ca and also at https://docs.tsxtrust.com/2240 . If you wish to receive a paper copy of the Meeting materials or have questions about notice - and - access, please call 1 - 866 - 600 - 5869. In order to receive a paper copy in time to vote before the Meeting, your request should be received by June 5, 2026. VOTING METHOD Internet Go to www.voteproxyonline.com and enter the 12 digit control number FACSIMILE 416 - 595 - 9593 MAIL or HAND DELIVERY TSX Trust Company 301 - 100 Adelaide Street West Toronto, Ontario, M5H 4H1 Investor InSite TSX Trust Company offers at no cost to holders, the convenience of secure 24 - hour access to all data relating to their account including summary of holdings, transaction history, and links to valuable holder forms and Frequently Asked Questions. To register, please visit: https://tsxtrust.com/t/investor - hub/forms/investor - insite - registration and complete the registration form. For assistance, please contact TSX TRUST INVESTOR SERVICES. Mail: Tel: Email: 301 - 100 Adelaide Street West Toronto, ON, M5H 4H1 1 - 866 - 600 - 5869 tsxtis@tmx.com
FORM OF PROXY (“PROXY”) AURA MINERALS INC (the " Company ") Annual and Special Meeting June 16, 2026 at 10:00 AM (Canada/Eastern Daylight) Link: https://virtual - meetings.tsxtrust.com/en/ 1932 Password: aura2026 (case sensitive) SECURITY CLASS: Common Shares CONTROL NUMBER: «CONTROL_NUMBER» RECORD DATE: May 4, 2026 FILING DEADLINE FOR PROXY: June 12, 2026 at 10:00 AM (Canada/Eastern Daylight) APPOINTEES The undersigned hereby appoints Rodrigo Barbosa, President and Chief Executive Officer whom failing Joao Kleber Cardoso, Chief Financial Officer and Corporate Secretary (the “Management Nominees”) or instead of any of them, the following Appointee PLEASE PRINT APPOINTEE NAME as proxyholder on behalf of the undersigned with the power of substitution to attend, act and vote for and on behalf of the undersigned in respect of all matters that may properly come before the Meeting and at any adjournment(s) or postponement(s) thereof, to the same extent and with the same power as if the undersigned were personally present at the said Meeting or such adjournment(s) or postponement(s) thereof in accordance with the voting instructions, if any, provided below . - SEE VOTING GUIDELINES ON REVERSE - HIGHLIGHTED RESOLUTIONS - VOTING RECOMMENDATIONS ARE INDICATED BY TEXT ABOVE THE BOXES FOR 1. Election of Directors WITHHOLD A) Paulo de Brito B) Bruno Mauad C) Pedro Turqueto D) Richmond Fenn E) Stephen Keith F) Paulo de Brito Filho FOR 2. Appointment of Auditor WITHHOLD Appointment of KPMG LLP and KPMG Auditores Independentes Ltda. as Auditor of the Company for the ensuing year and authorizing the Directors to fix their remuneration. FOR 3. Amendment and Restatement of the Memorandum and Articles of Association of the Company AGAINST As a special resolution, that the Memorandum and Articles of Association of the Company currently in effect be amended and restated by the deletion in their entirety and the substitution in their place of the Amended and Restated Memorandum and Articles of Association. PLEASE PRINT NAME The Proxy revokes and supersedes all earlier dated proxies and MUST BE SIGNED Signature of registered owner(s) Date(MM/DD/YYYY) Interim Financial Statements – Mark this box if you would like to receive Interim Financial Statements and Management’s Discussion and Analysis. Annual Financial Statements – Mark this box if you would like to receive Annual Financial Statements and Management’s Discussion and Analysis. If you are casting your vote online and wish to receive financial statements, please complete the online request for financial statements following your voting instructions. If the cut - off time has passed, please fax this side to 416 - 595 - 9593