Aura Minerals Inc.
TSX : ORA

Aura Minerals Inc.

March 06, 2011 23:48 ET

Aura Minerals Inc. Announces Debt Restructuring

VANCOUVER, BRITISH COLUMBIA--(Marketwire - March 6, 2011) - Aura Minerals Inc. ("Aura Minerals" or the "Company") (TSX:ORA) is pleased to announce that, subject to all necessary approvals and the satisfaction of certain conditions, it has entered into a binding letter agreement with Yamana Gold Inc. ("Yamana Gold") to restructure the debt and other amounts payable to Yamana Gold and its subsidiaries (collectively, "Yamana") under certain promissory notes in the aggregate amount of US$64,247,114 plus deferred purchase price consideration ("DPPC").

Under the restructuring:

1. Yamana will be issued 19,056,113 common shares in the capital of Aura Minerals, at a deemed price of C$3.83 per share

2. The Company will pay Yamana US$5,000,000 within one month of the closing date of this debt restructuring; and

3. The Company will also issue to Yamana a net smelter return royalty ("NSR Royalty") equal to 1.5% on the sales from the San Andres, Sao Francisco and Sao Vicente mines, up to US$16,000,000, commencing on March 1, 2013. The Company can extinguish the NSR Royalty by payment of US$12,500,000 if paid by March 31, 2012; US$13,650,000 if paid between April 1, 2012, and March 31, 2013; US$14,350,000 if paid between April 1, 2013, and March 31, 2014; and, US$15,050,000 if paid between April 1, 2014 and March 31, 2015.

Commenting on the restructuring, Mr. Patrick Downey, President and CEO of Aura Minerals, stated, "This debt restructuring increases value and provides the flexibility for Aura Minerals to execute its development program at all projects, including ramp-up at Aranzazu and ongoing operational improvements at the Sao Francisco and Sao Vicente mines. Ramp-up at Aranzazu is continuing as planned with mill recoveries as designed. The stripping program at the Sao Francisco mine is on schedule for restart of operations in April and we are also finalizing a new mine plan which we believe will result in significant cash cost reductions. Furthermore, the conversion of the DPPC to a royalty will enhance our future cash flows and give us the flexibility to grow our business."

The restructuring was negotiated on the basis that the total fair value of consideration received by Yamana through this restructuring would be equal to the fair value ascribed to the original debt and deferred consideration. The restructuring also provides Yamana greater liquidity and opportunity for upside with Aura Minerals while providing Aura Minerals greater flexibility with its balance sheet and flexibility to manage, improve and optimize its portfolio of assets.

The restructuring of the obligations is a "related party transaction" as defined under Multilateral Instrument 61-101 ("MI 61-101"), given that Yamana currently beneficially owns and exercises control over 23,344,261 common shares of the Company, representing approximately 11.2% of the common shares outstanding. Following the restructuring of these obligations, Yamana will beneficially own and exercise control over 42,400,374 common shares of the Company, representing approximately 18.7% of the shares outstanding. The transaction will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101, as neither the fair market value of the subject matter of, nor the consideration to be paid to Yamana for the transaction will exceed 25% of the Company's market capitalization. It is expected that the transaction will be completed on or about March 15, 2011. Aura Minerals and Yamana consider that the closing being less than 21 days following the filing of the material change report in respect of the transaction is reasonable and necessary in order to have the restructuring completed and resolved as soon as practicable. 

Shares of Aura Minerals will be issued pursuant to the accredited investor exemption under National Instrument 45-106 and subject to acceptance of the Toronto Stock Exchange and a statutory four month hold period. 

About Aura Minerals Inc.

Aura Minerals is a Canadian mid-tier gold production company focused on the acquisition, exploration, 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, and the Sao Francisco and Sao Vicente gold mines in Brazil. The Company also operates the copper-gold-silver Aranzazu Mine in Zacatecas state in Mexico. Other significant assets include the feasibility-stage Serrote Deposit at the copper-gold-iron ore Arapiraca Project in Brazil.

For further information, please visit Aura Minerals' web site at www.auraminerals.com.

Cautionary Statement: 

This news release contains forward-looking statements that are not historical facts. Forward-looking statements involve risks, uncertainties and other factors that could cause actual results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially from these forward-looking statements include those risks set out in Aura Minerals' public documents filed on SEDAR at www.sedar.com. Although Aura Minerals believes that the assumptions and factors used in preparing the forward-looking statements are reasonable, undue reliance should not be placed on these statements, which only apply as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all. Aura Minerals disclaims any intention or obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.

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