M&A - Aura Minerals Inc.

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Form Type: F-1/A

Filing Date: 2025-06-09

Corporate Action: Acquisition

Type: Update

Accession Number: 000121390025052287

Filing Summary: Aura Minerals Inc. has filed an amendment to their Registration Statement on Form F-1 as Amendment No. 1, primarily to update the exhibit index and to submit additional exhibits that exceed SEC file size limitations. Specifically, this amendment does not modify the previously included prospectus but provides an amendment to the indexing of exhibits relevant to the company. Among the noteworthy points, the company highlights its issuance of 146,519,452 contingent value rights (CVRs) related to its acquisition of Bluestone Resources Inc. These CVRs will enable holders to receive potential cash payments contingent upon the achievement of commercial production over a 20-year term. Furthermore, the document outlines the compensation practices and indemnification policies for directors and officers, emphasizing the company's commitment to protecting its leadership against liabilities incurred while performing their duties. Lastly, the registration will allow for proposed sales to commence as early as the effective date, consolidating the company's efforts to enhance its market presence.

Additional details:

Security Type: contingent value rights


Acquisition Date: 2025-01-13


Cvr Payment Terms: C$0.2120 payable in three installments


Acquisition Target: Bluestone Resources Inc.


Exhibit List: ["Form of Underwriting Agreement","Memorandum and Articles of Association","Omnibus Incentive Plan","Trafigura Copper Concentrate Offtake Agreement","Credit Note","Guarantee pertaining to Swap Agreement","Loan Agreement","Share Purchase Agreement"]


Form Type: F-1/A

Filing Date: 2025-06-09

Corporate Action: Acquisition

Type: Update

Accession Number: 000121390025052296

Filing Summary: Aura Minerals Inc. filed Amendment No. 2 to Form F-1 Registration Statement with the SEC on June 9, 2025. This amendment is primarily to update the exhibit index and file additional exhibits that exceed SEC file size limitations. Noteworthy is the mention of a recent acquisition of Bluestone Resources Inc., where the company issued contingent value rights as partial consideration for the acquisition. The filing includes updates regarding indemnification of directors and officers, details on unregistered securities sales, and various exhibit documents related to the company's operations and financial arrangements. The document does not contain a copy of the prospectus from the original F-1 registration, emphasizing it focuses solely on the administrative updates necessary for compliance with SEC regulations.

Additional details:

Item 6 Indemnification: The directors and executive officers are indemnified for reasonable expenses incurred in connection with legal actions, as long as they acted in good faith.


Item 7 Recent Sales: On January 13, 2025, 146,519,452 non-interest bearing contingent value rights were issued in connection with the acquisition of Bluestone Resources Inc. Each CVR entitles the holder to potential cash payments based on production milestones.


Item 11 Share Purchase Agreement: A share purchase agreement was entered into with AngloGold South America Limited and Cascar Do Brasil Mineracao Ltda dated June 2, 2025.


Form Type: DRS/A

Filing Date: 2025-04-15

Corporate Action: Acquisition

Type: Update

Accession Number: 000095010325004863

Filing Summary: This document is Amendment No. 1 to the Draft Registration Statement filed by Aura Minerals Inc. on Form F-1 under the Securities Act of 1933. The amendment aims to update the exhibit index and submit additional exhibits due to file size limitations. A notable event referenced in this filing is the company's acquisition of Bluestone Resources Inc., for which 146,519,452 contingent value rights (CVRs) were issued in January 2025 as part of the purchase consideration. Each CVR confers the right to a potential cash payment contingent upon the achievement of commercial production at the Cerro Blanco project over a 20-year period. The registration statement outlines the terms of the proposed sale of securities, the company's indemnification policies for directors and officers, and confirms compliance with the requirements of the Securities Act. This Amendment does not alter the previously filed prospectus but serves to enhance the documentation pertaining to the ongoing registration process.

Additional details:

Address Line 1: 255 Giralda Avenue, Suite 06W102


City: Coral Gables


State: Florida


Zip Code: 33134


Country: United States


Telephone Number: +1 (305) 239 9332


Agent For Service Address: 255 Giralda Avenue, Suite 06W102, Coral Gables, Florida, 33134, United States


Emerging Growth Company: true


Cvr Quantity: 146519452


Cvr Payment Installments: 3


Cvr Payment Amount: C$0.2120


Acquisition Target: Bluestone Resources Inc.


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