Aura Minerals announced entering into merger agreement

BVI-registered Aura Minerals Inc. entered into an agreement with Rio Novo Gold Inc. to combine and create strong portfolio of long term mining properties. The combination will be effected by the plan of merger pursuant to which Aura will acquire all the shares of Rio Novo and Rio Novo shareholders will receive 0.053 of an Aura common share for each Rio Novo share.

The new combined entity will operate under the Aura name and will remain listed on the Toronto Stock Exchange. The combination is subject to the approval of a majority of the votes cast at special meetings of Aura and Rio Novo shareholders to be held on or about February 2018, as well as minority shareholder approval.

Northwestern Enterprises, which is holding approximately 52% of Aura's common shares and 65% of Rio Novo's common shares, entered into a customary voting and support agreement pursuant to which, among other things, it has agreed to vote its Aura common shares and Rio Novo common shares in favour of the transaction. Following closing the transaction, it is expected that the combined company will have approximately 43,039,156 shares issued and outstanding and Northwestern will hold an approximate 55.3% interest in the combined company.

Aura Minerals agreed to sell Serrote Project

Aura Minerals Inc., the mining company incorporated in the British Virgin Islands, agreed to sell Mineração Vale Verde Ltda, which is the owner of the Serrote da Laje Copper Gold project. Under the terms of the purchase and sale agreement, BVI company’s wholly owned subsidiary will sell 100% of its interest in Mineração to the purchaser group for an aggregate consideration of US$40mln, which comprises cash payment of US$30mln payable on closing, as well the delivery by the purchasers of a subordinated unsecured note in the principal amount of US$10mln. The transaction is planned to be closed before the end of February 2018, subject to customary closing conditions.

Rodrigo Barbosa, President and CEO of Aura Minerals, commented on the agreement: “Serrote is a first-class project and the decision to sell our interests followed careful consideration of our options. The consideration received from the sale unlocks significant value to our shareholders and accelerates our strategy to further develop our existing assets and pursue new growth opportunities.”