Aura Minerals Inc美股招股说明书(2025-07-16版)

This is a public offering of common shares of Aura Minerals Inc. We are offering 8,100,510common shares. Our common shares are listed on the Toronto Stock Exchange, or the “TSX” under the tickersymbol “ORA”, and our Brazilian Depositary Receipts, or “BDRs” (each three BDRs representing onecommon share) are listed on the Brazilian Stock Exchange(B3 S.A.— Brasil, Bolsa, Balcão), or the“B3” under the ticker symbol “AURA33.” OnJuly 15, 2025, the last reported sales price of ourcommon shares on the TSX wasC$35.42 per common share (equivalent to approximatelyUS$25.84percommon share based on the exchange rate reported by the Bank of Canada on the sameday) and on theB3 wasR$47.50 per BDR (equivalent to approximatelyUS$8.55 per BDR using the commercial sellingrate for U.S.dollars as reported by the Central Bank of Brazil on the same day). The price per common share in this offeringis US$24.25. Our common shares have been approved for listingon the Nasdaq Global Select Market under thesymbol “AUGO.” We are an “emerging growth company” as defined in the Jumpstart Our Business StartupsActof 2012 and, as such, may elect to comply with certain reduced public company reportingrequirements. Investingin our common shares involves risks.See“Risk Factors”beginning onpage34of this prospectus. (1)See “Underwriting” for a description of all compensation payable to the underwriters. The underwriters may also exercise their option to purchase up to an additional 1,215,077common shares from us at the public offering price, less underwriting discounts and commissions, for30days after the date of this prospectus. Neitherthe U.S.Securitiesand Exchange Commission nor any state securitiescommissionhas approved or disapproved of these securities or determined if thisprospectusis truthful or complete.Any representation to the contrary is a criminaloffense. We expect to deliver the common shares against payment in NewYork, New York on or aboutJuly17, 2025. This prospectus has been prepared by us solely for use in connection with theproposed offering of common shares in the UnitedStates and, to the extent describedbelow, elsewhere. Neither we nor any of the underwriters have authorized anyone toprovide any information or to make any representations other than those contained inthis prospectus or in any free writing prospectuses we have prepared. Neither we norany of the underwriters take responsibility for, and can provide no assurance as tothe reliability of, any other information that others may give you. This prospectusis an offer to sell only the common shares offered hereby, and only undercircumstances and in Table of Contents jurisdictions where it is lawful to do so. The information contained in thisprospectus or any applicable free writing prospectus is current only as of the dateof this prospectus or of any such free writing prospectus, as applicable, regardlessof its time of delivery or of any sale of our common shares. Neither we nor any of the underwriters have taken any action that would permit apublic offering of our common shares or possession or distribution of this prospectusin any jurisdiction where action for that purpose is required, other than in theUnitedStates. Persons outside the United States who come into possession of thisprospectus must inform themselves about, and observe any restrictions relating to,the offering of our common shares and the distribution of this prospectus outside theUnitedStates and in their jurisdiction (including Canada and Brazil). However, wemay make offers and sales outside the UnitedStates in circumstances that do notconstitute a public offer or distribution under applicable laws and regulations. Unless otherwise indicated or the context otherwise requires, all references inthis prospectus to “Aura,” “Aura Minerals,” the “Company,” the “Issuer,”“we,” “our,” “ours,” “us,” “our group” or similar terms refer to AuraMinerals Inc., together with its consolidated subsidiaries. We own or have rights to trademarks, service marks and trade names that we use inconnection with the operation of our business, including our corporate name, logosand website names. Solely for convenience, some of the trademarks, service marks andtrade names referred to in this prospectus are listed without the®and ™ symbols,but we will assert, to the fullest extent under applicable law, our rights to ourtrademarks, service marks and trade names. Other trademarks, service marks and tradenames appearing in this prospectus are the property of their respective owners. Table of Contents PRESENTATIONOF FINANCIAL AND OTHER INFORMATION All references to “U.S.dollar,” “U.S.dollars” or “US$” are toU.S.dollars, the official currency of the United States, all references to“real,” “reais” or “R$” are to the Brazilian real, the official currency ofBrazil, all references to “C$” or “Canadian dollars” are references to Canadiandollars, the official currency of Canada, all references to “MXN” or “MexicanPesos” are to Me