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Aura Minerals Inc (4)
Symbol ORA
Shares Issued 72,627,529
Close 2022-04-18 C$ 12.10
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Aura Minerals to acquire Big River Gold

2022-04-19 11:19 ET - News Release

Mr. Rodrigo Barbosa reports


Aura Minerals Inc. has entered into a binding scheme implementation deed (SID) with Big River Gold Ltd., pursuant to which a subsidiary of Aura (Aura BidCo) will acquire 100 per cent of the issued and outstanding ordinary shares in the capital of Big River by way of a scheme of arrangement under Part 5.1 of the Australian Corporations Act 2001. Pursuant to the scheme, holders of Big River shares, other than Dundee Resources Ltd., will receive 36 Australian cents in cash 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 in lieu of the cash consideration in order to indirectly maintain an equity interest in Big River. 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, which is expected to operate an open-pit gold project, has a JORC-compliant (Joint Ore Reserves Committee) measured and indicated mineral resource estimate of 1.87 million ounces gold at 1.14 grams per tonne gold and an additional inferred mineral resource of 570,000 ounces Au at one g/t Au. 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 and 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 per cent of all issued Big River shares, has entered into a binding co-operation 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 postclosing. It is expected that, following closing of the transaction (if certain conditions are satisfied), Dundee Resources will ultimately hold an indirect 20-per-cent 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 per cent of Big River for 100-per-cent 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 (Australian Securities and Investments Commission) approval in relation to the scheme, and Australian Securities Exchange 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;
  • Big River maintaining a certain minimum cash balance.

Big River's independent board committee (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, an 18.8-per-cent 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).

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 adviser and MinterEllison as its legal adviser.

The technical information in this press release was reviewed by Farshid Ghazanfari, a qualified person 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.

About Aura 360-degree mining

Aura is focused on mining in complete terms -- thinking holistically about how its business impacts and benefits every one of its stakeholders: the company, its shareholders, its employees, and the countries and communities it serves. The company's 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 the company's vision is to be one of the most trusted, responsible, well-respected and results-driven mining companies. The company calls this 360-degree 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 Matupa, one gold project in Colombia, and Tolda Fria and the Gold Road mine in Arizona, United States, currently in care and maintenance.

We seek Safe Harbor.

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