ROAD TOWN, British Virgin Islands, Oct. 15, 2024 (GLOBE NEWSWIRE) — Aura Minerals Inc. (TSX: ORA) (B3: AURA33) (OTCQX: ORAAF) (“Aura” or the “Company”), informs its shareholders and the market in general that its Subsidiary, Aura Almas Mineração S.A. (“Almas”), within the scope of the public offering of 1,000,000 (one million) simple debentures, not convertible into shares, in a single series, of the secured type, with additional personal guarantee, with a unit face value of R$1,000.00 (one thousand reais) on the Issue Date, that is, October 2, 2024, totaling R$1,000,000,000.00 (one billion reais) on the Issue Date (“Debentures”), concludes on this date the “Bookbuilding Procedure”.
On the Unit Face Value or balance of the Unit Face Value of the Debentures, as the case may be, interest will be charged corresponding to the accumulated variation of 100% (one hundred percent) of the average daily rates of the DI – Interbank Deposit of one day, “over extra-group”, expressed as a percentage per year, based on 252 (two hundred and fifty-two) Business Days, plus a spread (surcharge) of 1.60% (one point sixty percent) per year, based on 252 (two hundred and fifty-two) Business Days, in accordance with Annex I.
ANNEX I
THE RESULTS OF THE BOOKBUILDING PROCEDURE OF THE PUBLIC OFFERING OF DISTRIBUTION, UNDER THE RITE OF AUTOMATIC REGISTRATION, OF SIMPLE DEBENTURES, NOT CONVERTIBLE INTO SHARES, OF THE SECURED TYPE, WITH ADDITIONAL PERSONAL GUARANTEE, IN A SINGLE SERIES, OF THE 2ND (SECOND) ISSUE OF THE
AURA ALMAS MINERAÇÃO S.A.
Publicly-held corporation, category “B”
CNPJ No. 08.213.823/0001-07
Fazenda Mateus Lopes, S/N, Zona Rural, CEP 77310-000
City of Almas, State of Tocantins
in the total amount of
R$ 1,000,000,000.00
(one billion reais)
ISIN CODE: BRAALMDBS017
1. SECURITIES AND ISSUER
Pursuant to the provisions of article 61, paragraph 4, of the Resolution of the Brazilian Securities and Exchange Commission (“CVM“) No. 160, of July 13, 2022, as in force (“CVM Resolution 160“), and CVM Resolution No. 44, of August 23, 2021, as in force, AURA ALMAS MINERAÇÃO S.A., a publicly-held corporation, category “B”, before the Brazilian Securities and Exchange Commission (“CVM“), in the operational phase, headquartered in Cidade de Almas, State of Tocantins, at Fazenda Mateus Lopes, S/N, Zona Rural, CEP 77310-000, registered in the National Registry of Legal Entities of the Ministry of Finance (“CNPJ“)”) under No. 08.213.823/0001-07, with its articles of incorporation registered with the Board of Trade of the State of Tocantins (“JUCETINS“) under NIRE 17.300.009.423 (“Issuer“), together with ITAÚ BBA ASSESSORIA FINANCEIRA S.A., an institution that is part of the securities distribution system, headquartered in the City of São Paulo, State of São Paulo, at Avenida Brigadeiro Faria Lima, No. 3,500, 1st, 2nd, 3rd (part), 4th and 5th floors, registered with the CNPJ under No. 04,845,753/0001-59 (“Lead Coordinator“), within the scope of the public offering of 1,000,000 (one million) simple debentures, not convertible into shares, in a single series, of the secured type, with additional personal guarantee, with a unit face value of R$1,000.00 (one thousand reais) on the Issue Date, that is, October 2, 2024 (“Issue Date“), totaling R$1,000,000,000.00 (one billion reais) on the Issue Date (“Debentures“), to be carried out pursuant to CVM Resolution No. 160, of July 13, 2022, as in force (“CVM Resolution 160“), intended exclusively for professional investors, as defined pursuant to articles 11 and 13 of CVM Resolution No. 30, of May 11, 2021, as in force (“Offering“), hereby make public, by means of this notice to the market (“Notice to the Market“) INFORM that on October 15, 2024, the conclusion of the “Bookbuilding Procedure”, as defined in the “Private Deed of the 2nd (Second) Issue of Simple Debentures, Non-Convertible into Shares, of the Secured Type, with Additional Personal Guarantee, in a Single Series, for Public Distribution, Registered under the Automatic Rite, of Aura Alma Mineração S.A.“, entered into on September 08, 2024, between the Issuer, OLIVEIRA TRUST DISTRIBUIDORA DE TÍTULOS E VALORES MOBILIÁRIOS S.A., registered with the CNPJ/MF under No. 36.113.876/0004-34, as the fiduciary agent and AURA MATUPÁ MINERAÇÃO LTDA., registered with the CNPJ/MF under No. 17.708.824/0001-13, as guarantor, as amended (“Indenture“).
The terms beginning in capital letters and used in this Notice to the Market that are not defined herein, will have the meaning attributed to them in the Indenture.
For more information on the Bookbuilding Procedure, see the Indenture.
2. RESULT OF THE BOOKBUILDING PROCEDURE
After the conclusion of the Bookbuilding Procedure, the following was defined:
| Interest of the Debentures | On the Unit Face Value or balance of the Unit Face Value of the Debentures, as the case may be, interest will be charged corresponding to the accumulated variation of 100% (one hundred percent) of the average daily rates of the DI – Interbank Deposit of one day, “over extra-group”, expressed as a percentage per year, based on 252 (two hundred and fifty-two) Business Days, calculated and disclosed daily by B3, in the daily newsletter available on its website (http://www.b3.com.br) (“DI Rate“), plus a spread (surcharge) of 1.60% (one point sixty percent) per year, based on 252 (two hundred and fifty-two) Business Days (“Interest“)
The Interest will be calculated exponentially and cumulatively pro rata temporis by elapsed Business Days, incident on the Unit Face Value of the Debentures or on the balance of the Unit Face Value of the Debentures, as the case may be, since the Profitability Start Date, or the Interest Payment Date (as defined below) immediately preceding (inclusive), as applicable, until the Interest Payment Date in question, the date of payment as a result of the early maturity of the obligations arising from the Debentures, pursuant to the Indenture, the date of payment of the redemption of all the Debentures resulting from the Early Redemption Offer, the Optional Early Redemption and the Optional Acquisition, with total cancellation of the Debentures, whichever comes first. The Interest will be calculated according to the formula provided for in the Indenture. |
3. ADDITIONAL INFORMATION
This Notice to the Market, any rectification announcements and any and all other notices or notices related to the Offering have been or will be, as the case may be, made available, until the closing of the Offering, pursuant to Article 13 of CVM Resolution 160, on the pages of the Issuer, the Lead Coordinator and/or with the CVM.
THIS NOTICE TO THE MARKET IS FOR INFORMATION PURPOSES ONLY, AND IS NOT AN OFFER TO SELL SECURITIES.
THE DISCLOSURE OF THE PROSPECTUS AND SHEET FOR THE REALIZATION OF THIS OFFERING WAS WAIVED, CONSIDERING THAT THE TARGET AUDIENCE OF THE OFFERING IS COMPOSED EXCLUSIVELY OF PROFESSIONAL INVESTORS, AS PROVIDED FOR IN ITEM I OF ARTICLE 9 AND PARAGRAPH 1 OF ARTICLE 23, BOTH OF CVM RESOLUTION 160.
CONSIDERING THAT THE OFFERING IS INTENDED EXCLUSIVELY FOR PROFESSIONAL INVESTORS, PURSUANT TO ARTICLE 26, ITEM V, PARAGRAPH (A), OF CVM RESOLUTION 160, AND IS, THEREFORE, SUBJECT TO THE RITE OF AUTOMATIC REGISTRATION OF DISTRIBUTION, THE REGISTRATION OF THE OFFERING DOES NOT REQUIRE PRIOR ANALYSIS BY THE CVM. IN THIS SENSE, THE DOCUMENTS RELATED TO THE DEBENTURES AND THE OFFERING HAVE NOT BEEN AND WILL NOT BE SUBJECT TO REVIEW BY THE CVM.
THE REGISTRATION OF THIS OFFERING DOES NOT IMPLY, ON THE PART OF THE CVM, A GUARANTEE OF THE VERACITY OF THE INFORMATION PROVIDED OR A JUDGMENT ON THE QUALITY OF THE ISSUER, AS WELL AS ON THE DEBENTURES TO BE DISTRIBUTED.
CONSIDERING THAT THE OFFERING IS INTENDED EXCLUSIVELY FOR PROFESSIONAL INVESTORS, PURSUANT TO ARTICLE 26, ITEM V, PARAGRAPH A, OF CVM RESOLUTION 160, AND IS, THEREFORE, SUBJECT TO THE AUTOMATIC REGISTRATION OF DISTRIBUTION RITE PROVIDED FOR IN CVM RESOLUTION 160, THE DEBENTURES WILL BE SUBJECT TO RESTRICTIONS ON RESALE, AS INDICATED IN ARTICLE 86, ITEM II, OF CVM RESOLUTION 160.
THE OFFERING IS IRREVOCABLE, BUT MAY BE SUBJECT TO PREVIOUSLY INDICATED CONDITIONS THAT CORRESPOND TO A LEGITIMATE INTEREST OF THE COMPANY AND WHOSE IMPLEMENTATION DOES NOT DEPEND ON THE DIRECT OR INDIRECT ACTION OF THE COMPANY OR PERSONS RELATED TO IT, PURSUANT TO ARTICLE 58 OF CVM RESOLUTION 160.
CAREFULLY READ THE TERMS AND CONDITIONS OF THE INDENTURE AND THE SUMMARY OF DEBENTURES BEFORE MAKING YOUR INVESTMENT DECISION, ESPECIALLY THE “RISK FACTORS” SECTION.
MORE INFORMATION ABOUT THE DISTRIBUTION CAN BE OBTAINED FROM THE LEAD COORDINATOR OR CVM.
São Paulo, October 15, 2024.
Bay Street News