Aura Minerals Inc. (
TSX:ORA, B3:AURA33)
(“
Aura” or the “
Company”) is
pleased to announce that it has entered into a binding Scheme
Implementation Deed (“
SID”) with Big River Gold
Limited (ASX:BRV) (“
Big River”), pursuant to which
a subsidiary of Aura (“
Aura BidCo”) will acquire
100% of the issued and outstanding ordinary shares in the capital
of Big River (“
Big River Shares”) by way of a
scheme of arrangement under Part 5.1 of the Australian Corporations
Act 2001 (“
Scheme”). Pursuant to the Scheme,
holders of Big River Shares (“
Big River
Shareholders”), other than Dundee Resources Limited
(“
Dundee Resources”), will receive A$0.36 in cash
(“
Cash Consideration”) for each
Big River Share held. Aura will hold its interest in Aura BidCo
through an intermediate holding company (“
Aura
JVCo”) and Dundee Resources has agreed, subject to certain
limited conditions, to receive shares in Aura JVCo (“
Share
Consideration”), in lieu of the Cash Consideration in
order to indirectly maintain an equity interest in Big River
(“
Transaction”). Unless otherwise stated, all
dollar values in this announcement are in Australian dollars.
The acquisition represents an attractive
opportunity for Aura to expand its pipeline of development stage
projects through the acquisition of Big River’s Borborema Gold
Project in Brazil (“Borborema”). Borborema, which
is expected to operate an open pit gold project, has a
JORC-compliant Measured and Indicated Mineral Resource estimate of
1.87Moz Au at 1.14 g/t Au and an additional Inferred Mineral
Resource of 0.57Moz Au at 1.0 g/t Au.3 Aura's management and
skilled personnel have extensive experience in the Brazilian mining
industry and are well suited to develop Borborema in partnership
with Dundee Resources.
Rodrigo Barbosa, Aura’s President & Chief
Executive Officer, commented: “Our strategy is to grow beyond our
current production plan through advancing high-quality projects
that have a clear path to construction and are located in the
Americas, preferably in jurisdictions where we are already
operating. Borborema fits well within this strategy. We are also
proud to partner with Dundee Resources on this project as they are
a leader in the industry.”
Dundee Resources Support
Dundee Resources, which holds 19.3% of all
issued Big River Shares, has entered into a binding Cooperation and
Commitment Deed with Aura pursuant to which Dundee Resources has
agreed to receive the Share Consideration in order to indirectly
maintain its equity interest in Big River post-closing. It is
expected that, following closing of the Transaction (if certain
conditions are satisfied), Dundee Resources will ultimately hold an
indirect 20.0% equity interest in Big River through Aura JVCo. In
limited circumstances, including where Aura determines to proceed
to completion of the Scheme notwithstanding a termination right
having arisen under the SID, Dundee Resources may elect to receive
the Cash Consideration in lieu of the Share Consideration, with
Aura then acquiring 100% of Big River for 100% Cash
Consideration.
Key Transaction Terms
The Transaction is subject to certain conditions
precedent including, among others:
- Shareholder approval being obtained from Big River Shareholders
in relation to the Scheme;
- Court and ASIC approval in relation to the Scheme, and ASX
waivers and consents to the extent required;
- Delivery of a report from an independent expert concluding (and
continuing to conclude) that the Scheme is in the best interests of
Big River Shareholders;
- No material adverse effect or prescribed event occurring in
relation to either Big River;
- Big River unlisted option holders agreeing to the cancellation
of their options; and
- Big River maintaining a certain minimum cash balance.
Big River’s independent board committee
(“Big River IBC”) has unanimously recommended that
Big River Shareholders vote in favour of the Scheme, subject to
certain standard conditions. The SID also includes certain
exclusivity arrangements in respect of the Transaction (including
“no shop”, “no talk” and “no due diligence” obligations on Big
River, and a "notification" and “matching right” in favour of
Aura), as well as a customary break fee payable by Big River to
Aura in certain circumstances, and a reverse break fee payable by
Aura to Big River in certain circumstances. As Big River is a
public company in Australia, the exclusivity arrangements are
subject to customary exceptions that enable the Big River IBC and
Big River’s directors to comply with their fiduciary and / or
statutory duties.
Big River Shareholders will be asked to approve the Scheme at a
shareholder meeting which is expected to be held in July 2022, with
closing of the Transaction anticipated to be in or around late July
or early August 2022.
Aura notes that in Big River’s ASX announcement in connection
with the Transaction, Big River details the receipt of a voting
intention statement from the Copulos Group
(“Copulos”), a 18.8% Big River Shareholder, to the
effect that Copulos intends to vote or cause to be voted all of the
Big River Shares held by Copulos (directly or indirectly) at the
time of the Big River Scheme meeting, in favour of the Scheme
resolution, in the absence of a superior proposal and subject to an
independent expert opining that the Scheme is in the best interests
of Big River Shareholders (with that opinion being maintained up to
the date of the Scheme meeting). Refer to the Big River ASX
announcement at www.asx.com.au (under the Big River ASX ticker
“BRV”) for further details of the terms of the intentions of
Copulos.
Advisers and Counsel
Canaccord Genuity Corp. is acting as exclusive
financial adviser, Gowling WLG (Canada) LLP is acting as Canadian
legal adviser, and King & Wood Mallesons is acting as
Australian legal adviser, to Aura.
Cassels Brock & Blackwell LLP is acting as
Canadian legal adviser, and Blackwall Legal LLP is acting as
Australian legal adviser, to Dundee Resources.
Big River has appointed NextLevelCorporate as
its financial advisor and MinterEllison as its legal advisor.
The technical information in this press release
was reviewed by Mr. Farshid Ghazanfari, a Qualified Person
(“QP”) who is a Registered Member of the
‘Professional Geoscientists Ontario’, a ‘Recognized Professional
Organization’ (“PGO”). Mr. Ghazanfari is Director
of Mineral Resources and Geology and a Qualified Person to Aura.
Mr. Ghazanfari has sufficient experience that is relevant to the
style of mineralization and type of deposit under consideration to
qualify as a QP for the purpose of National Instrument 43-101 in
Canada.
Disclaimer
In this press release, the Company has disclosed
resource estimates in respect of Borborema that are not based on
Canadian Institute of Mining, Metallurgy and Petroleum
("CIM") definitions, but instead have been
prepared in reliance upon the Australasian Code for Reporting of
Exploration Results, Mineral Resources and Ore Reserves
("JORC Code"). Estimates based on the JORC
Code are recognized under NI 43-101 in certain circumstances. The
Company’s QP confirmed that while the CIM definitions are not
identical to those of the JORC Code, the resource and reserve
definitions and categories are substantively the same as the CIM
definitions mandated in NI 43-101 and will typically result in
reporting of substantially similar reserve and resource
estimates.
Forward-Looking Statements in Respect of
Aura
This press release contains “forward-looking
information” within the meaning of applicable securities laws.
Forward-looking information includes statements that use
forward-looking terminology such as “may”, “could”, “would”,
“will”, “should”, “intend”, “target”, “plan”, “expect”, “budget”,
“estimate”, “forecast”, “schedule”, “anticipate”, “believe”,
“continue”, “potential”, “view” or the negative or grammatical
variation thereof or other variations thereof or comparable
terminology. Such forward-looking information includes, without
limitation, statements with respect to closing of the Transaction;
Aura’s plans and expectations with respect to production,
exploration, development at Borborema; expectations and guidance
regarding: costs, budgets, increases and decreases in capital
spending, production growth, mining processing and rates, and mined
and processed gold grades and weights, as well as any other
statements related to potential production forecasts and plans for
Borborema, including, expected AISC; timing, receipt and
maintenance of necessary approvals, licenses and permits from
applicable governments, regulators or third parties; results of
mineral resource estimates and mining studies; estimates of future
capital and operating costs; future financial or operating
performance and condition of Aura and its business, operations and
properties; and any other statement that may predict, forecast,
indicate or imply future plans, intentions, levels of activity,
results, performance or achievements.
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.
Specific reference is made to the most recent Annual Information
Form on file with certain Canadian provincial securities regulatory
authorities for a discussion of some of the factors underlying
forward-looking statements, which include, without limitation the
ability of the Company to achieve its longer-term outlook and the
anticipated timing and results thereof, the ability to lower costs
and increase production, the ability of the Company to successfully
achieve business objectives, copper and gold or certain other
commodity price volatility, changes in debt and equity markets, the
uncertainties involved in interpreting geological data, increases
in costs, environmental compliance and changes in environmental
legislation and regulation, interest rate and exchange rate
fluctuations, the accuracy of any mineral reserve and mineral
resource estimates, general economic conditions and other risks
involved in the mineral exploration and development industry. If
any of these risks or uncertainties materialize, or if the
opinions, estimates or assumptions underlying forward-looking
information prove incorrect, actual results or future events might
vary materially from those anticipated in forward-looking
information. Although the Company has attempted to identify
important risk factors that could cause actual results to differ
materially from those contained in forward-looking information,
there may be other risk factors not presently known to the Company
or that the Company presently believes is not material that could
also cause actual results or future events to differ materially
from those expressed in such forward-looking information. There can
be no assurance that such information will prove to be accurate, as
actual results and future events could differ materially from those
anticipated in such information. Accordingly, readers should not
place undue reliance on forward-looking information, which speaks
only as of the date made. Forward-looking information contained in
this press release represents the Company's expectations as of the
date of this press release (or as of the date they are otherwise
stated to be made) and are subject to change after such date. The
Company disclaims any intention or obligation or undertaking to
update or revise any forward-looking information whether as a
result of new information, future events or otherwise, except as
required under applicable securities laws.
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. Our mission
is to find, mine and deliver the planet’s most important and
essential minerals that enable the world and humankind to create,
innovate, and prosper and our vision is to be one of the most
trusted, responsible, well respected and results driven mining
companies. We call this 360° Mining.
Aura is a mid-tier gold and copper production company focused on
the development and operation of gold and base metal projects in
the Americas. The Company’s producing assets include the San Andres
gold mine in Honduras, the Ernesto/Pau-a -Pique gold mine in Brazil
and the Aranzazu copper-gold-silver mine in Mexico. In addition,
the Company has two additional gold projects in Brazil, Almas and
Matupá, one gold project in Colombia, Tolda Fria and the Gold Road
mine in Arizona, United States, currently in care &
maintenance.
For further information, please visit Aura’s website at
www.auraminerals.com or contact:
Rodrigo Barbosa
President
& CEO305-239-9332
1 Based on the following: (i) 220,365,515 ordinary shares, (ii)
21,732,335 listed options, and (iii) 12,607,500 performance rights,
but excluding (for the purposes of this calculation) 3,060,000
unlisted options.2 Based on the following: (i) 42,500,000 ordinary
shares held by Dundee Resources, divided by (ii) 220,365,515 total
ordinary shares.3 See Big River ASX announcement (then named
“Crusader Resources Limited”) dated 24 July 2017 headed “Borborema
Mineral Resource/Ore Reserve Updated to JORC 2012”.
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