Aura Minerals Inc. (TSX: ORA, B3: AURA33 and OTCQX: ORAAF) is pleased to announce that Aura, AngloGold Ashanti plc and a wholly owned subsidiary of Aura have entered into a Share Purchase Agreement pursuant to which Aura’s wholly owned subsidiary will acquire from AngloGold all of the issued and outstanding securities of Mineração Serra Grande S.A., owner of the Mineração Serra Grande gold mine located in Crixás, in the state of Goiás, Brazil.

Transaction Highlights:

• In consideration for the acquisition of MSG, Aura will pay to AngloGold: (i) an upfront cash consideration of US$ 76 million on closing subject to certain working capital adjustments as at the closing date; plus (ii) deferred consideration payments equivalent to a 3% net smelter returns participation over the currently identified Mineral Resource of MSG (inclusive of the Mineral Reserve) payable quarterly.
• The Transaction excludes certain current subsidiaries of MSG, which hold assets that do not form part of MSG’s mining operations or Mineral Resources and Mineral Reserves. These subsidiaries will be spun off from MSG prior to closing of the Transaction.
• The Transaction is subject to the fulfilment of certain conditions precedent, including:
  • Anti-trust approval from the Brazilian authorities (CADE);
  • The completion by AngloGold of an ongoing decommissioning of a legacy tailings dam storage facility;
  • The completion of the MSG Subsidiaries Transfer; and
  • No Material Adverse Event occurring prior to closing.

The closing of the Transaction is expected to happen by Q3 2025, and no later than Q4 2025.

Rodrigo Barbosa, President and CEO of Aura, stated: “AngloGold has built a strong reputation for developing and operating world-class mines. Serra Grande, located in one of Brazil’s most prominent greenstone belts, has, according to AngloGold, produced over 3 million Oz since 1998 with a peak production of 193,000 Oz in 2006, underscoring its significant potential. As a nimble company with a proven turnaround track record (e.g., Apoena and Aranzazu) and a team with significant previous knowledge of Serra Grande, Aura is well positioned to unlock the mine’s potential. Through our disciplined capital allocation, Aura 360 culture, and a targeted exploration program, we believe we can significantly enhance performance, boost production, reduce costs, and extend the Life of Mine at Serra Grande, which could result in Serra Grande becoming a cornerstone of our portfolio.”

ABOUT MSG

MSG is located in the northwest of the state of Goiás, central Brazil about 5km from the city of Crixás. The MSG operation comprises three mechanised underground mines and an open pit, with one dedicated metallurgical plant with an annual capacity of 1.5 Mt.

AngloGold’s existing Mineral Resource and Mineral Reserve Report dated as of December 31, 2024, filed on AngloGold’s website, disclosed total Measured and Indicated Resource of 10.75 Mt gold, at an average grade of 3.14 g/t gold for 1.08 Moz of gold, along with Inferred Mineral Resource of 12.95 Mt gold at an average grade of 3.39 g/t for 1.4 Moz of gold. Aura considers the reported mineral resources as “historical estimates” and does not treat such mineral resources as current. A qualified person has not done sufficient work to classify the historical estimates as current mineral resources under 43-101 – Standard of Disclosure for Mineral Projects or comment on the reliability of the historic resources or what work needs to be done to upgrade or verify the historical estimates as current. In addition, Aura cannot confirm if such classifications are compatible with, or directly comparable to, the requirements of NI 43-101.

According to AngloGold, in 2024, MSG produced 80 kOz of gold (2023: 86 kOz).

Advisers and Counsel

BofA Securities is acting as exclusive financial adviser to Aura, and Demarest Advogados is acting as Brazilian law adviser and Gowling WLG (UK) LLP is acting as English law adviser to Aura.

Qualified Person

The scientific and technical information contained within this news release has been reviewed and approved by Farshid Ghazanfari, P.Geo., a qualified person as defined in NI 43-101.

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. We call this 360° Mining.

Aura is a company focused on the development and operation of gold and base metal projects in the Americas. The company’s five operating assets include the Minosa gold mine in Honduras; the Almas, Apoena, and Borborema gold mines in Brazil; and the Aranzazu copper, gold, and silver mine in Mexico. Additionally, the company owns Era Dorada, a gold project in Guatemala; Tolda Fria, a gold project in Colombia; and three projects in Brazil: Matupá, which is under development; São Francisco, which is in care and maintenance; and the Carajás copper project in the Carajás region, in the exploration phase.