As filed with the Securities
and Exchange Commission on August 8, 2025
Registration No.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM S-8
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 No.) |
c/o Aura Technical Services
Inc.
3390 Mary St,
Suite 116, Coconut Grove,
Florida, 33133, United States
+ 1 (305) 239-9332
Aura Minerals Inc. Omnibus Incentive
Plan
Aura Minerals Inc. Share Option
Plan
(Full Title of the Plans)
c/o Aura Technical Services
Inc.
3390 Mary St,
Suite 116, Coconut Grove,
Florida, 33133, United States
+1 (305) 239-9332
(Name, Address and Telephone of
Agent For Service)
______________________
Copies to:
Manuel Garciadiaz
Adam Kaminsky
Davis Polk
& Wardwell LLP
450 Lexington Avenue
New York, New York 10017
(212) 450-4000
______________________
Indicate by check mark whether the Registrant is
a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See
definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging
growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer |
¨ |
|
Accelerated filer |
¨ |
| Non-accelerated filer |
¨ |
|
Smaller reporting company |
¨ |
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Emerging growth company |
x
|
If an emerging growth company, 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. ¨
INTRODUCTORY STATEMENT
This Registration Statement on Form S-8 (the “Registration Statement”)
is prepared to register the issuance of (i) up to 2,205,411 common shares, no par value (“Shares”) of Aura Minerals Inc.,
a company registered in the British Virgin Islands (the “Registrant”), that are reserved for issuance under the Aura Minerals
Inc. Omnibus Incentive Plan (the “Omnibus Plan”), (ii) up to 448,398 Shares that are reserved for issuance upon the exercise
of existing stock options granted under the Omnibus Plan and (iii) up to 1,052,594 Shares that are reserved for issuance upon the exercise
of existing stock options granted under the Aura Minerals Inc. Share Option Plan (the “Option Plan”).
PART I
The information
specified in Item 1 and Item 2 of Part I of Form S-8 is omitted from this Registration Statement in accordance with the provisions of
Rule 428 under the Securities Act and the introductory note to Part I of the Form S-8 instructions. The documents containing the information
specified in Part I have been delivered to the participants in the Omnibus Plan and the Option Agreements as required by Rule 428(b)(1).
PART II
Information Required in
the Registration Statement
Item 3. Incorporation of Documents by Reference.
The following
documents filed by the Registrant with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities
Act, and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated herein by reference:
| (a) | the Registration Statement on Form F-1, Amendment No. 5, filed with the Commission
on July 14, 2025 (Registration No. 333-287864) (the “Form F-1”), which contains the Registrant’s audited financial statements
for the latest fiscal year for which such statements have been filed; |
| (b) | the Registrant’s prospectus filed with the Commission on July 16, 2025 pursuant
to Rule 424(b) under the Securities Act relating to the Form F-1; |
| (c) | all other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act
since the filing of the Registrant’s Registration Statement referred to in (a) above; and |
| (d) | the description of the Registrant’s Shares contained in the Registrant’s
Registration Statement on Form 8-A (Registration No. 001-42744) filed with the Commission on July 14, 2025, including any amendments or
reports filed for the purpose of updating such description. |
All other
documents filed by the Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the filing of this Registration
Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold and, to the extent designated therein, reports filed with the Commission on Form 6-K,
shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such
documents, except as to specific sections of such documents as set forth therein.
Any statement
contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for
purposes of this Registration Statement to the extent that a statement contained in any subsequently filed document that also is deemed
to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not applicable
Item 5. Interests of Named Experts
and Counsel.
Not applicable.
Item 6. Indemnification of Directors
and Officers.
The Registrant’s Articles
of Association provide that 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. The Registrant maintains 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. Exemption from Registration
Claimed.
Not applicable.
Item 8. Exhibits.
| Exhibit No. |
|
Exhibit |
| 4.1 |
|
Memorandum and Articles of Association of the Registrant (incorporated by reference to Exhibit 3.1 of the Form F-1). |
| 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 (filed herewith). |
| 23.1 |
|
Consent of KPMG Auditores Independentes Ltda., Independent Registered Public Accounting Firm (filed herewith). |
| 23.2 |
|
Consent of Grant Thornton Auditores Independents Ltda, Independent Registered Public Accounting Firm (filed herewith). |
| 23.3 |
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Consent of Harney Westwood & Riegels (BVI) LP (included in Exhibit 5.1). |
| 24.1 |
|
Power of Attorney (included on the signature page of this Registration Statement). |
| 99.1 |
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Aura Minerals Inc. Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 of the Form F-1) |
| 99.2 |
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Aura Minerals Inc. Share Option Plan (filed herewith). |
| 107 |
|
Filing Fee Table (filed herewith) |
Item
9. Undertakings.
| (a) | The undersigned Registrant hereby undertakes: |
| (1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: |
| (i) | To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; |
(ii)
To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth
in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) (§ 230.424(b)
of this chapter) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering
price set forth in the “Calculation of Registration Fee” table in the effective registration statement.
(iii)
To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement
or any material change to such information in this Registration Statement;
Provided, however, that paragraphs (a)(1)(i)
and (a)(1)(ii) do not apply if the registration statement is on Form S-8, and the
information required to be included in a post-effective
amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section
13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this Registration Statement.
(2)
That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment 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.
(3)
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b)
The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933,
each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in this Registration Statement 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.
(c)
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 Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities 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 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 whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the city of Coconut Grove, Florida, on this 8th day of August, 2025.
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Aura Minerals Inc. |
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/s/ Rodrigo Barbosa |
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Name: |
Rodrigo Barbosa
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Title: |
President and Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL
PERSONS BY THESE PRESENTS, that the undersigned officers and directors of Registrant do hereby constitute and appoint Rodrigo Barbosa
and João Kleber Cardoso, and each of them, the lawful attorneys-in-fact and agents with full power and authority to do any and
all acts and things and to execute any and all instruments which said attorneys and agents, and any one of them, determine may be necessary
or advisable or required to enable said corporation to comply with the Securities Act of 1933, as amended, and any rules or regulations
or requirements of the Securities and Exchange Commission in connection with this Registration Statement. Without limiting the generality
of the foregoing power and authority, the powers granted include the power and authority to sign the names of the undersigned officers
and directors in the capacities indicated below to this Registration Statement, to any and all amendments, both pre-effective and post-effective,
and supplements to this Registration Statement, and to any and all instruments or documents filed as part of or in conjunction with this
Registration Statement or amendments or supplements thereof, and each of the undersigned hereby ratifies and confirms that all said attorneys
and agents, or any one of them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, each of the undersigned has
executed this Power of Attorney as of the date indicated.
Pursuant to the requirements of the
Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons on behalf of the Registrant in
the capacities and on the dates indicated.
| Signature |
|
Title |
|
Date |
| /s/ Rodrigo Barbosa |
|
Chief Executive Officer
(Principal Executive
Officer)
|
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August 8, 2025 |
Rodrigo Barbosa
/s/ João Kleber Cardoso |
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Chief Financial Officer
(Principal Financial Officer and Principal
Accounting Officer)
|
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August 8, 2025 |
|
João Kleber Cardoso
/s/ Paulo Carlos de
Brito |
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Chairman / Director
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August 8, 2025 |
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Paulo Carlos de Brito
/s/ Stephen Keith
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Director
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August 8, 2025
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Stephen Keith
/s/ Bruno Mauad |
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Director
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August 8, 2025
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Bruno Mauad
/s/ Pedro Turqueto |
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Director
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August 8, 2025
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Pedro Turqueto
/s/ Paulo Carlos
de Brito Filho
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Director
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August 8, 2025
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Paulo Carlos de Brito Filho
/s/ Richmond Lee Fenn
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Director
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August 8, 2025
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Richmond Lee Fenn
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AUTHORIZED REPRESENTATIVE
Pursuant to the requirements of the
Securities Act of 1933, as amended, the undersigned, the duly authorized representative of Aura Minerals Inc. in the United States, has
signed this registration statement on August 8, 2025.
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Authorized U.S. Representative
– Aura Technical Services Inc. |
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By: /s/ Rodrigo Velazquez |
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Name: |
Rodrigo Velazquez
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Title: |
Authorized Representative in the United States
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