Corporate Information

Our corporate name is Aura Minerals Inc. and our commercial name is Aura. Our registered office is located at Craigmuir Chambers, Road Town, Tortola, VG1110, British Virgin Islands. We maintain a head office through our wholly owned subsidiary Aura Technical Services Inc., at 3390 Mary St, Suite 116, Coconut Grove, Florida, 33133. Our telephone number is +1 (305) 239 9332, and our website is https://www.auraminerals.com/. The information contained on our website, any website mentioned in this prospectus, or any website directly or indirectly linked to these websites is not part of, and is not incorporated by reference in, this prospectus. The U.S. Securities and Exchange Commission, or the “SEC” maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The SEC’s website is http://www.sec.gov.

Emerging Growth Company Status

We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”). As such, we may take advantage of reduced disclosure obligations and certain exemptions from requirements that are otherwise generally applicable to public companies, including:

• an exemption to have only two years of audited financial statements and related financial disclosure;

• an exemption from the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended (the “Sarbanes-Oxley Act”) with respect to our internal control over financial reporting;

• reduced disclosure about our executive compensation arrangements in our periodic reports, proxy statements and registration statements; and

• an exemption from the requirements of holding non-binding advisory votes on executive compensation and golden parachute arrangements.

We may take advantage of these provisions until the last day of the fiscal year ending after the fifth anniversary of our initial public offering, or such earlier time that we are no longer an emerging growth company. We will cease to be an emerging growth company on the earliest to occur of (1) the last day of the fiscal year in which we have at least US$1.235 billion in annual revenue, (2) the last day of the fiscal year in which, as of the last business day of the second fiscal quarter, we had an aggregate worldwide market value of our common shares held by non-affiliates of at least US$700 million and (3) the date on which we have issued more than US$1.0 billion of non-convertible debt over a three-year period.

We may choose to take advantage of some or all of these exemptions. We have not taken advantage of any of these reduced reporting burdens in this prospectus, although we may choose to do so in future filings and if we do, the information that we provide shareholders may be different than you might get from other public companies in which you hold equity.

In addition, under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards until such time as those standards apply to private companies. Given that we currently report and expect to continue to report under IFRS Accounting Standards, we will not be able to avail ourselves of this extended transition period and, as a result, we will adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required by the IASB.

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The Offering

This summary highlights information presented in greater detail elsewhere in this prospectus. This summary is not complete and does not contain all the information you should consider before investing in our common shares. You should carefully read this entire prospectus before investing in our common shares including “Risk Factors” and our consolidated financial statements.

Issuer		Aura Minerals Inc.
common shares offered by us		common shares (or common shares if the underwriters’ option to purchase additional common shares is exercised in full).
common shares to be outstanding immediately after this offering		common shares (or common shares if the underwriters’ option to purchase additional common shares is exercised in full).
Voting rights		The common shares will be entitled to one vote per share.
Option to purchase additional common shares		We have granted the underwriters the right to purchase up to an additional common shares within 30 days of the date of this prospectus, at the public offering price, less underwriting discounts and commissions, on the same terms as set forth in this prospectus.
Use of proceeds		We estimate that the net proceeds from the sale of our common shares in this offering will be approximately US$ (or approximately US$ if the underwriters’ option to purchase additional common shares is exercised in full), based upon the last reported trading price of our common shares on the TSX as set forth on the cover page of this prospectus. The principal purposes of this offering are to transfer our principal listing venue to a stock exchange in the United States equity market, which we believe will increase the liquidity of our common shares, as well as strengthen and diversify our shareholder base through broader access to global capital markets. In addition to the listing, we intend to use the net proceeds from the primary offering to continue strengthening our business, which includes (A) funding the component of the upfront cash payment for the MSG Acquisition, upon and subject to closing, and any potential incremental capital expenditures required at MSG, as well as (B) providing incremental liquidity and financial flexibility to support the execution of our current strategic growth initiatives, including, but not limited to: (i) the potential advancement of our current development projects, such as Era Dorada and Matupá, as well as exploration-stage projects, such as Carajás; (ii) initiatives to expand production capacity, including potential expansion at Borborema and Almas and the potential development of Almas’ underground project; (iii) exploration initiatives to expand mineral reserves and resources of our portfolio; and (v) the pursuit of potential acquisitions. See “Use of Proceeds” for additional information.
Concentration of ownership		Upon completion of this offering, our executive officers, directors, and existing holders of 5% or more of our common shares will beneficially own, in the aggregate, approximately % of our outstanding common shares.

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Listing		We have applied to list our common shares on the Nasdaq, under the symbol “AUGO.” Our common shares are listed on the TSX under the ticker symbol “ORA”, and our BDRs (each three BDRs representing one common share) are listed on the B3 under the ticker symbol “AURA33.”
Share capital before and after offering		As of the date of this prospectus, our authorized share capital is US$ , consisting of shares. Of those authorized shares, (1) are designated as common shares having a nominal value of US$ , and (2) are as yet undesignated and may be issued as common shares or shares with preferred rights. Immediately after this offering, we will have common shares outstanding, assuming no exercise of the underwriters’ option to purchase additional common shares.
Dividend policy		Our dividend policy is to declare a quarterly dividend based on 20% of our estimated Adjusted EBITDA less sustaining capital expenditures and exploration capital expenditures, in each case for such quarter, payable as cash dividends to holders of our common shares. We expect to declare and pay dividends four times each year, based on the results for the prior quarter, with a record date that is no less than seven business days after the date of the press release announcing our financial results for each calendar quarter. The determination to declare dividends is subject to the discretion of our Board, having regard to the best interests of the Company and the limitations imposed by the solvency tests contained in the Company’s memorandum of association and articles of association and other requirements of applicable corporate law. See “Dividends and Dividend Policy”, “Description of Shares — Common shares” and “Risk Factors — Risks Relating to Our Common Shares and the Offering.”
Lock-up agreements		We, our directors, executive officers and certain existing shareholders, have agreed, subject to certain exceptions, not to sell or transfer, directly or indirectly, any common shares or securities convertible into, exchangeable for, exercisable for, or repayable with common shares, for days after the date of this prospectus without first obtaining the written consent of BofA Securities, Inc. See “Underwriting.”
Risk factors		An investment in our common shares involves risks. See “Risk Factors” and the other information included in this prospectus for a discussion of factors you should consider before deciding to invest in our common shares.

Unless otherwise indicated, all information contained in this prospectus assumes no exercise of the option granted to the underwriters to purchase up to additional common shares in connection with this offering.

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Summary Consolidated Financial and Other Data

The following tables set forth, for the periods and as of the dates indicated, the summary financial and operating data of Aura. This information should be read in conjunction with “Presentation of Financial and Other Information,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and our consolidated financial statements and the notes thereto included elsewhere in this prospectus.

Statement of Profit or Loss Data

	For the three months ended March 31,				For the year ended December 31,
	2025		2024		2024		2023		2022
	(in US$ millions)
Revenue	161.8		132.1		594.2		416.9		392.7
Cost of goods sold	(83.4	)	(85.4	)	(342.9	)	(290.9	)	(267.0	)
Gross profit	78.4		46.7		251.3		126.0		125.7
General and administrative expenses	(9.6	)	(8.3	)	(33.3	)	(27.2	)	(25.0	)
Exploration expenses	(1.4	)	(1.9	)	(14.0	)	(11.8	)	(12.5	)
Change in estimation for mine closure and restoration for properties in care & maintenance	—		—		1.3		—		—
Operating income	67.4		36.5		205.4		87.0		88.2
Finance expense	(121.6	)	(34.1	)	(151.7	)	(49.4	)	(7.4	)
Other (expense) income	(0.8	)	(0.6	)	(1.3	)	0.7		1.2
Income before income taxes	(54.9	)	1.8		52.4		38.3		82.0
Current tax	(20.8	)	(10.1	)	(53.0	)	(18.8	)	(26.8	)
Deferred tax	2.5		(0.8	)	(29.7	)	12.4		1.1
Income taxes	(18.3	)	(11.0	)	(82.7	)	(6.4	)	(25.7	)
(Loss)/Profit from continued operations	(73.2	)	(9.2	)	(30.3	)	31.9		56.2
Profit from discontinued operations	—		—		—		—		10.2
(Loss)/Profit for the year	(73.2	)	(9.2	)	(30.3	)	31.9		66.5

Statement of Financial Position Data

	As of March 31, 2025	As of December 31,
	As of March 31, 2025	2024	2023
	(in US$ millions)
Total current assets	333.6	389.3	378.9
Total non-current assets	805.4	690.9	544.9
Total assets	1,139.0	1,080.3	923.8
Total shareholders’ equity	139.9	223.0	314.8
Total liabilities	999.1	857.3	609.0
Total liabilities and shareholders’ equity	1,139.0	1,080.3	923.8

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Key Business Metrics

We review a number of key financial and operating performance metrics to evaluate our business, measure our performance, identify trends affecting our business, formulate business plans, and make strategic decisions. These supplemental business metrics are presented to assist investors to better understand our business and how it operates.

	For the three months ended March 31,		For the year ended December 31,
	2025	2024	2024	2023	2022
Operating Data
Gold ore processed (tonnes)	2,814,423	2,861,857	11,603,697	9,413,503	6,999,096
Gold bullion produced (ounces)	39,631	43,186	169,673	129,738	129,890
Gold bullion sold (ounces)	60,491	69,086	172,184	128,230	131,860
Copper ore processed (tonnes)	289,210	303,144	1,228,601	1,210,462	1,219,703
Copper concentrate produced (dry metric tonnes “DMT”)	18,848	18,933	77,640	72,973	75,625
Realized average gold price per ounce sold, net (in U.S. dollars)(1)	2,786/oz	1,999/oz	2,308/oz	1,872/oz	1,736/oz
Total Production (Gold Equivalent Ounces)(2)	60,087	68,187	267,232	235,856	241,421

____________

(1) We calculate realized average gold price per ounce sold, net as revenue divided by ounces of gold sold.

(2) Gold equivalent ounces, or “GEO” is calculated by converting the production of silver and copper into gold using a ratio of the prices of these metals to that of gold. The prices used to determine the GEO are based on the weighted average price of silver and copper realized from sales at the Aranzazu Mine during the relevant period.

The following tables set out our key operating results by segment for the periods indicated:

	For the three months ended March 31, 2025
	Revenues	Cost of goods sold, except depletion and amortization		Depletion and amortization		Gross profit	Operating income/(loss)		(Loss)/Profit for the period
	(in thousands of US$)
Aranzazu Mine	50,262	(23,815	)	(6,467	)	19,980	17,497		9,508
Apoena Mine	26,353	(11,555	)	(3,549	)	11,249	9,824		4,599
Minosa Mine	48,062	(20,135	)	(1,341	)	26,586	25,215		17,441
Almas Mine	37,127	(14,007	)	(2,507	)	20,613	19,573		11,070
Borborema Project(3)	—	—		—		—	14		(3,406	)
Total reportable segments	161,804	(69,512	)	(13,864	)	78,428	72,123		39,212
All other segments	—	—		—		—	(4,707	)	(112,461	)
Total	161,804	(69,512	)	(13,864	)	78,428	67,416		(73,249	)

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	For the three months ended March 31, 2024
	Revenues	Cost of goods sold, except depletion and amortization		Depletion and amortization		Gross profit	Operating income/(loss)		(Loss)/Profit for the period
	(in thousands of US$)
Aranzazu Mine	44,162	(23,289	)	(5,575	)	15,298	12,876		7,617
Apoena Mine	26,007	(9,520	)	(6,415	)	10,072	9,047		4,686
Minosa Mine	37,647	(23,146	)	(896	)	13,605	12,455		6,298
Almas Mine	24,262	(13,693	)	(2,863	)	7,706	6,639		3,611
Borborema Project(3)	—	—		—		—	(142	)	(5,950	)
Total reportable segments	132,078	(69,648	)	(15,749	)	46,681	40,875		16,262
All other segments	—	—		—		—	(4,415	)	(25,479	)
Total	132,078	(69,648	)	(15,749	)	46,681	36,460		(9,217	)

	For the year ended December 31, 2024
	Revenues	Cost of goods sold, except depletion and amortization		Depletion and amortization		Gross profit	Operating income/(loss)		(Loss)/Profit for the year
	(in thousands of US$)
Aranzazu Mine	196,787	(94,198	)	(25,538	)	77,051	65,235		28,539
Apoena Mine	90,273	(46,398	)	(16,477	)	27,398	23,879		4,913
Minosa Mine	177,692	(88,999	)	(5,873	)	82,820	77,330		48,363
Almas Mine	129,411	(51,451	)	(13,959	)	64,001	60,059		24,383
Borborema Project(3)	—	—		—		—	(1,154	)	(16,041	)
Total reportable segments	594,163	(281,046	)	(61,847	)	251,270	225,349		90,157
All other segments	—	—		—		—	(19,983	)	(120,428	)
Total	594,163	(281,046	)	(61,847	)	251,270	205,366		(30,271	)

	For the year ended December 31, 2023
	Revenues	Cost of goods sold, except depletion and amortization		Depletion and amortization		Gross profit	Operating income/(loss)		(Loss)/Profit for the year
	(in thousands of US$)
Aranzazu Mine	176,814	(87,168	)	(20,391	)	69,255	58,479		43,076
Apoena Mine	83,784	(51,865	)	(17,554	)	14,365	9,292		(4,388	)
Minosa Mine	122,046	(82,893	)	(5,325	)	33,828	28,996		15,048
Almas Mine	34,250	(22,135	)	(3,546	)	8,569	6,485		10,891
Borborema Project(3)	—	—		—		—	(1,086	)	(45	)
Total reportable segments	416,894	(244,061	)	(46,816	)	126,017	102,166		64,582
All other segments	—	—		—		—	(15,141	)	(32,702	)
Total	416,894	(244,061	)	(46,816	)	126,017	87,025		31,880

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	For the year ended December 31, 2022
	Revenues	Cost of goods sold, except depletion and amortization		Depletion and amortization		Gross profit	Operating income/(loss)		(Loss)/Profit for the year from continued operation
	(in thousands of US$)
Aranzazu Mine	163,808	(78,380	)	(22,211	)	63,217	55,499		44,609
Apoena Mine	120,263	(65,717	)	(17,157	)	37,389	31,991		16,881
Minosa Mine	108,628	(77,541	)	(6,000	)	25,087	20,273		18,042
Almas Mine	—	—		—		—	(2,523	)	(5,674	)
Total reportable segments	392,699	(221,638	)	(45,368	)	125,693	105,240		73,858
All other segments	—	—		—		—	(17,009	)	(17,611	)
Total	392,699	(221,638	)	(45,368	)	125,693	88,231		56,247

The following tables set out our key operating KPIs by segment for the periods indicated. For a reconciliation of our Non-IFRS Accounting Standards Financial Measures, see “— Non-IFRS Accounting Standards Financial Measures.”

	For the three months ended March 31,
	2025			2024
	GEO Sold	Cash costs per GEO sold(1)	All in sustaining cash costs per GEO sold(2)	GEO Sold	Cash costs per GEO sold(1)	All in sustaining cash costs per GEO sold(2)
Aranzazu Mine	20,455	1,164	1,545	25,103	926	1,263
Apoena Mine	9,408	1,228	2,041	12,860	740	1,207
Minosa Mine	17,526	1,149	1,249	19,228	1,187	1,289
Almas Mine	13,101	1,069	1,195	11,895	1,151	1,422
Total/Average(4)	60,491	1,149	1,461	69,086	1,003	1,287

	As of and for the year ended December 31,
	2024			2023			2022
	GEO Sold	Cash costs per GEO sold(1)	All in sustaining cash costs per GEO sold(2)	GEO Sold	Cash costs per GEO sold(1)	All in sustaining cash costs per GEO sold(2)	GEO Sold	Cash costs per GEO sold(1)	All in sustaining cash costs per GEO sold(2)
Aranzazu Mine	97,649	965	1,308	105,694	825	1,080	115,355	680	914
Apoena Mine	39,019	1,189	1,833	44,324	1,170	1,822	68,394	961	1,254
Minosa Mine	79,036	1,126	1,205	66,101	1,254	1,357	63,466	1,222	1,342
Almas Mine	54,129	950	1,139	17,805	1,243	1,522	—	—	—
Total/Average(4)	269,833	1,042	1,320	233,923	1,043	1,333	247,215	897	1,118

____________

(1) Cash costs per gold equivalent ounce sold and Cash costs per gold equivalent ounce sold by segment is calculated as cost of goods sold less depletion and amortization divided by gold equivalent ounces sold. See “Presentation of Financial and Other Information — Special Note Regarding Non-IFRS Accounting Standards Financial Measures” for additional information and “— Reconciliation of Non-IFRS Accounting Standards Financial Measures” for a reconciliation to the applicable IFRS Accounting Standards Financial Measure.

(2) All in sustaining cash costs per gold equivalent sold (AISC) and All in sustaining cash costs per gold equivalent sold by segment (AISC by segment) are calculated as the cost of goods sold less depletion and amortization, plus Adjusted Capex, plus general and administrative expenses from the Minosa Mine, Apoena Mine, Aranzazu Mine and Almas Mine segments less depreciation and amortization from the Minosa Mine, Apoena Mine, Aranzazu Mine and Almas Mine less care and maintenance expenses from the Minosa Mine, Apoena Mine, Aranzazu Mine and Almas Mine less corporate cost sharing expenses from the Minosa Mine, Apoena Mine, Aranzazu Mine and Almas Mine plus lease payments divided by

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gold equivalent ounces sold. See “Presentation of Financial and Other Information — Special Note Regarding Non-IFRS Accounting Standards Financial Measures” for additional information and “— Reconciliation of Non-IFRS Accounting Standards Financial Measures” for a reconciliation to the applicable IFRS Accounting Standards Financial Measure.

(3) The Borborema project was not in commercial production for the reported periods.

(4) The average Cash costs per gold equivalent ounce sold and average All in sustaining cash costs per gold equivalent ounce sold are calculated by determining the total Cash costs and total All in sustaining cash costs for all mining operations and dividing that by the total GEO sold. Production costs and All-in sustaining costs are not comparable due to differences in the items included in each of the measures. All-in sustaining costs is a Non-IFRS Accounting Standards Financial Measure.

Non-IFRS Accounting Standards Financial Measures

This prospectus presents our Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted EBITDA by segment, Net Debt, Adjusted Net Income, Cash costs per gold equivalent ounce sold, Cash costs per gold equivalent ounce sold by segment, Adjusted Capex and Adjusted Capex by segment, All in sustaining cash costs per gold equivalent ounce sold (AISC), All in sustaining cash costs per gold equivalent ounce sold by segment (AISC by segment), Adjusted Free Cash Flow and Cash Conversion, which we believe useful for assessing our performance and as a comparison against other companies in the same sector as ours, although other companies may calculate these metrics differently. For a reconciliation of our Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted EBITDA by segment, Net Debt, Adjusted Net Income, Cash costs per gold equivalent ounce sold, Cash costs per gold equivalent ounce sold by segment, Adjusted Capex and Adjusted Capex by segment, All in sustaining cash costs per gold equivalent ounce sold (AISC), All in sustaining cash costs per gold equivalent ounce sold by segment (AISC by segment), Adjusted Free Cash Flow and Cash Conversion to IFRS Accounting Standards for the relevant year, see “— Reconciliation of Non-IFRS Accounting Standards Financial Measures.”

	As of and for the three months ended March 31,				As of and for the year ended December 31,
Financial Data	2025		2024		2024		2023		2022
	(in US$ millions, except as otherwise indicated)
IFRS Accounting Standards Measures
Revenue	161.8		132.1		594.2		416.9		392.7
Net cash generated by operating activities	41.2		25.9		222.2		124.9		96.4
Gross Profit	78.4		46.7		251.2		126.0		125.7
(Loss)/Profit for the period	(73.2	)	(9.2	)	(30.3	)	31.9		66.5
Loans and debentures (current)	100.9		n.m.		82.0		82.9		73.2
Loans and debentures (non-current)	366.8		n.m.		361.1		250.8		140.8
Shareholder´s Equity	139.9		n.m.		223.0		314.8		310.1
Non-IFRS Accounting Standards Measures
Adjusted EBITDA(1)	81.4		52.8		266.8		134.1		133.8
Adjusted EBITDA Margin(2)	50.3	%	40.0	%	44.9	%	32.2	%	34.1	%
Net Debt(3)	271.9		n.m.		188.1		85.2		77.4
Adjusted Free Cash Flow(4)	29.1		13.5		178.2		80.4		57.5
Cash Conversion(5)	35.7	%	25.4	%	66.8	%	60.0	%	43.0	%
Adjusted Capex(6)	12.4		12.4		43.9		44.5		38.9

____________

(1) We calculate Adjusted EBITDA as (Loss) profit for the year, plus income taxes, plus finance expenses, less other (expense) income, less Change in estimation for mine closure and restoration for properties in care & maintenance, plus depletion and amortization. See “Presentation of Financial and Other Information — Special Note Regarding Non-IFRS Accounting Standards Financial Measures” for additional information and “— Reconciliation of Non-IFRS Accounting Standards Financial Measures” for a reconciliation to the applicable IFRS Accounting Standards Financial Measure.

(2) We calculate Adjusted EBITDA Margin for a given year as Adjusted EBITDA divided by revenue for the respective year. See “Presentation of Financial and Other Information — Special Note Regarding Non-IFRS Accounting Standards Financial Measures” for additional information and “— Reconciliation of Non-IFRS Accounting Standards Financial Measures” for a reconciliation to the applicable IFRS Accounting Standards Financial Measure.

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(3) We calculate Net Debt as loans and debentures (current) plus loans and debentures (non-current) plus/(less) Derivative Financial Instrument (Swap — Aura Almas (Itaú Bank) and Swap — Aura Almas (BTG Bank)) less cash and cash equivalents less restricted cash. See “Presentation of Financial and Other Information — Special Note Regarding Non-IFRS Accounting Standards Financial Measures” for additional information and “— Reconciliation of Non-IFRS Accounting Standards Financial Measures” for a reconciliation to the applicable IFRS Accounting Standards measure.

(4) We calculate Adjusted Free Cash Flow as net cash generated by operating activities less Adjusted Capex. See “Presentation of Financial and Other Information — Special Note Regarding Non-IFRS Accounting Standards Financial Measures” for additional information and “— Reconciliation of Non-IFRS Accounting Standards Financial Measures” for a reconciliation to the applicable IFRS Accounting Standards measure.

(5) We calculate Cash Conversion as net cash generated by operating activities less Adjusted Capex divided by Adjusted EBITDA. See “Presentation of Financial and Other Information — Special Note Regarding Non-IFRS Accounting Standards Financial Measures” for additional information and “— Reconciliation of Non-IFRS Accounting Standards Financial Measures” for a reconciliation to the applicable IFRS Accounting Standards Financial Measure.

(6) We calculate Adjusted Capex as the sum of purchases of Property, plant and equipment related to the Minosa Mine, Apoena Mine, Aranzazu Mine and Almas Mine segments, deducted from purchases of Property, plant and equipment of these segments we define as expansion capex. See “Presentation of Financial and Other Information — Special Note Regarding Non-IFRS Accounting Standards Financial Measures” for additional information and “— Reconciliation of Non-IFRS Accounting Standards Financial Measures” for a reconciliation to the applicable IFRS Accounting Standards Financial Measure.

Reconciliation of Non-IFRS Accounting Standards Financial Measures

We present Non-IFRS Accounting Standards Financial Measures when we believe that the additional information is useful and meaningful to investors. A Non-IFRS Accounting Standards Financial Measure is generally defined as one that purports to measure financial performance but excludes or includes amounts that would not be so adjusted in the most comparable IFRS Accounting Standards measure. These Non-IFRS Accounting Standards Financial Measures provide overall understanding of our current financial performance and our prospects for the future. Specifically, we believe the Non-IFRS Accounting Standards Financial Measures provide useful information to both management and investors by excluding certain expenses, gains and losses, as the case may be, that may not be indicative of our core operating results and business outlook.

Reconciliation of Adjusted EBITDA and Adjusted EBITDA Margin

	For the three months ended March 31,				For the year ended December 31,
	2025		2024		2024		2023		2022
	(in US$ millions)
(Loss)/Profit for the year	(73.2	)	(9.2	)	(30.3	)	31.9		56.3
Current tax	20.8		10.2		53.0		18.8		26.8
Deferred tax	(2.5	)	0.8		29.7		(12.4	)	(1.1	)
Finance expense	121.6		34.1		151.7		49.4		7.4
Other (expense) income	0.8		0.6		1.3		(0.7	)	(1.1	)
Depletion and amortization	13.9		16.7		62.7		47.1		45.5
Change in estimation for mine closure and restoration for properties in care & maintenance	—		(0.4	)	(1.3	)	—		—
Adjusted EBITDA	81.4		52.8		266.8		134.1		133.8
Revenue	161.8		132.1		594.2		416.9		392.7
Adjusted EBITDA	81.4		52.8		266.8		134.1		133.8
Adjusted EBITDA Margin	50.3	%	40.0	%	44.9	%	32.2	%	34.1	%

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Reconciliation of Adjusted EBITDA, by segment

	For the three months ended March 31, 2025
	Minosa Mine		Apoena Mine		Aranzazu Mine	Almas Mine		Borborema Project(1)		Total reportable segments		All other segments		Total
	(in US$ millions)
(Loss)/Profit for the period	17.4		4.6		9.5	11.1		(3.4	)	39.2		(112.5	)	(73.2	)
Current tax	6.6		0.7		6.4	6.0		—		19.7		1.1		20.8
Deferred tax	(0.4	)	(2.0	)	1.0	(1.2	)	0.5		(2.1	)	(0.4	)	(2.5	)
Finance expense	1.3		6.6		0.0	3.7		2.9		14.5		107.1		121.6
Other (expense) income	0.2		—		0.6	—		—		0.8		—		0.8
Depletion and amortization	1.3		3.5		6.5	2.5		—		13.9		—		13.9
Adjusted EBITDA	26.4		13.4		24.0	22.1		—		86.0		(4.6)		81.4

	For the three months ended March 31, 2024
	Minosa Mine	Apoena Mine		Aranzazu Mine	Almas Mine	Borborema Project(1)		Total reportable segments		All other segments		Total
	(in US$ millions)
(Loss)/Profit for the period	6.3	4.7		7.6	3.6	(5.9	)	16.3		(25.5	)	(9.2	)
Current tax	3.6	0.9		4.5	1.2	—		10.2		—		10.2
Deferred tax	0.2	(0.2	)	—	0.7	—		0.7		0.1		0.8
Finance expense	2.2	3.6		0.5	1.1	5.8		13.3		20.8		34.1
Other (expense) income	0.2	—		0.3	—	—		0.5		0.1		0.6
Depletion and amortization	0.9	6.4		5.6	2.9	—		15.7		0.9		16.7
Change in estimation for mine closure and restoration for properties in care & maintenance	—	(0.4	)	—	—	—		(0.4	)	—		(0.4	)
Adjusted EBITDA	13.4	15.0		18.5	9.6	(0.1	)	56.4		(3.6	)	52.8

	For the year ended December 31, 2024
	Minosa Mine	Apoena Mine		Aranzazu Mine	Almas Mine	Borborema Project(1)		Total reportable segments		All other segments		Total
	(in US$ millions)
(Loss)/Profit for the year	48.4	4.9		28.5	24.3	(16.0	)	90.1		(120.4	)	(30.3	)
Current tax	19.2	2.0		15.9	13.0	—		50.1		2.9		53.0
Deferred tax	0.8	2.3		15.1	10.3	—		28.5		1.2		29.7
Finance expense	7.1	15.0		3.9	12.4	14.9		53.3		98.4		151.7
Other (expense) income	1.9	(0.3	)	1.8	—	0		3.4		(2.1	)	1.3
Depletion and amortization	5.9	16.6		25.5	14.4	—		62.4		0.3		62.7
Change in estimation for mine closure and restoration for properties in care & maintenance	—	(1.3	)	—	—	—		(1.3	)	—		(1.3	)
Adjusted EBITDA	83.3	39.2		90.7	74.4	(1.1	)	286.5		(19,7	)	266.8

Table of Contents

	For the year ended December 31, 2023
	Minosa Mine		Apoena Mine		Aranzazu Mine	Almas Mine		Borborema Project(1)		Total reportable segments		All other segments		Total
	(in US$ millions)
(Loss)/Profit for the year	15.0		(4.4	)	43.1	10.9		—		64.6		(32.7	)	31.9
Current tax	7.0		0.7		10.6	0.5		—		18.8		—		18.8
Deferred tax	(0.9	)	(1.0	)	0.2	(9.6	)	—		(11.3	)	(1.1	)	(12.4	)
Finance expense	6.7		14.0		3.7	3.1		(1.1	)	26.4		23.0		49.4
Other (expense) income	1.1		—		0.9	1.6		—		3.6		(4.3	)	(0.7	)
Depletion and amortization	5.3		17.8		20.4	3.5		—		47.0		0.1		47.1
Adjusted EBITDA	34.2		27.1		78.9	10.0		(1.0	)	149.1		(15.0	)	134.1

	For the year ended December 31, 2022
	Minosa Mine		Apoena Mine	Aranzazu Mine		Almas Mine		Total reportable segments		All other segments		Total
	(in US$ millions)
(Loss)/Profit for the year	18.0		16.9	44.6		(5.7	)	73.9		(17.6	)	56.3
Current tax	5.9		3.0	14.1		—		23.0		3.9		26.9
Deferred tax	(8.6	)	6.2	(7.0	)	8.3		(1.1	)	—		(1.1	)
Finance expense	4.4		5.3	2.8		(5.4	)	7.1		0.3		7.4
Other (expense) income	0.5		0.6	1.0		0.3		2.4		(3.6	)	(1.2	)
Depletion and amortization	6.0		17.3	22.2		—		45.5		—		45.5
Adjusted EBITDA	26.2		49.3	77.7		(2.5	)	150.8		(17.0	)	133.8

____________

(1) The Borborema project was not in commercial production for the reporting periods.

Reconciliation of cash costs per gold equivalent ounce sold

	For the three months ended March 31,				For the year ended December 31,
	2025		2024		2024		2023		2022
	(in US$ millions)
Cost of goods sold	(83.4	)	(85.4	)	(342.9	)	(290.9	)	(267.0	)
Depletion and amortization	13.9		15.7		61.8		46.8		45.4
Subtotal	(69.5	)	(69.7	)	(281.1	)	(244.1	)	(221.6	)
Gold Equivalent Ounces sold	60.5		69.1		269.8		233.9		247.2
Cash costs per gold equivalent ounce sold	1,149		1,003		1,042		1,043		897

Reconciliation of cash costs per gold equivalent ounce sold by segment

	For the three months ended March 31, 2025
	Minosa Mine		Apoena Mine		Aranzazu Mine		Almas Mine
	(in US$ millions)
Cost of goods sold	(21.5	)	(15.1	)	(30.3	)	(16.5	)
Depletion and amortization	1.3		3.5		6.5		2.5
Subtotal	(20.1	)	(11.6	)	(23.8	)	(14.0	)
Gold Equivalent Ounces sold	17.5		9.4		20.5		13.1
Cash costs per gold equivalent ounce sold	1,149		1,228		1,164		1,069

Table of Contents

	For the three months ended March 31, 2024
	Minosa Mine		Apoena Mine		Aranzazu Mine		Almas Mine
	(in US$ millions)
Cost of goods sold	(24.3	)	(15.9	)	(28.9	)	(16.6	)
Depletion and amortization	1.2		6.4		5.6		2.9
Subtotal	(23.1	)	(9.5	)	(23.3	)	(13.7	)
Gold Equivalent Ounces sold	19.2		12.9		25.1		11.9
Cash costs per gold equivalent ounce sold	1,187		741		926		1,151

	For the year ended December 31, 2024
	Minosa Mine		Apoena Mine		Aranzazu Mine		Almas Mine
	(in US$ millions)
Cost of goods sold	(94.9	)	(62.9	)	(119.7	)	(65.5	)
Depletion and amortization	5.9		16.5		25.5		14,0
Subtotal	(89.0	)	(46.4	)	(94.2	)	(51.5	)
Gold Equivalent Ounces sold	79.1		39.0		97.6		54.2
Cash costs per gold equivalent ounce sold	1,126		1,189		965		950

	For the year ended December 31, 2023
	Minosa Mine		Apoena Mine		Aranzazu Mine		Almas Mine
	(in US$ millions)
Cost of goods sold	(88.2	)	(69.5	)	(107.6	)	(25.6	)
Depletion and amortization	5.3		17.6		20.4		3.5
Subtotal	(82.9	)	(51.9	)	(87.2	)	(22.1	)
Gold Equivalent Ounces sold	66.1		44.3		105.7		17.8
Cash costs per gold equivalent ounce sold	1,254		1,170		825		1,243

	For the year ended December 31, 2022
	Minosa Mine		Apoena Mine		Aranzazu Mine		Almas Mine(1)
	(in US$ millions)
Cost of goods sold	(83.5	)	(82.9	)	(100.6	)	—
Depletion and amortization	6.0		17.2		22.2		—
Subtotal	(77.5	)	(65.7	)	(78.4	)	—
Gold Equivalent Ounces sold	63.5		68.4		115.4		—
Cash costs per gold equivalent ounce sold	1,222		961		680		—

____________

Note: The Borborema project was not in commercial production for the reporting periods.

(1) Not applicable as the Almas mine was not in commercial production for the reporting periods.

Table of Contents

Reconciliation of Adjusted Capex

	For the three months ended March 31,				For the year ended December 31,
	2025		2024		2024		2023		2022
	(in US$ millions)
Purchase of property, plant and equipment related to the Minosa Mine, Apoena Mine, Aranzazu Mine and Almas Mine segments	14.8		12.7		58.8		89.3		51.2
Minosa Leaching pads and water process expansion	—		—		(5.4	)	—		—
Minosa Zona Buffa Access	(0.3	)	—		—		—		—
Aranzazu Molybdenum Plant	(0.1	)	—		(1.7	)	—		—
Almas Plant Expansion	(1.1	)	(0.3	)	(2.2	)	—		—
Minosa leaching pads and water process expansion	—		—		—		(3.0	)	—
Apoena Acquisition of Mining Rights	—		—		—		(3.3	)	—
Apoena Nosde Development	(1.1	)	—		—		—		—
Almas Construction	—		—		—		(37.6	)	—
Minosa new area development costs	—		—		—		—		(5.0	)
Minosa pre-stripping capex in new area/new pit	—		—		—		—		(2.7	)
Apoena acquisition of Mining Rights	—		—		—		—		(3.3	)
Other projects	(0.2	)	—		(5.6	)	(0.9	)	(1.3	)
Adjusted Capex	12.1		12.4		43.9		44.5		38.9

Reconciliation of Adjusted Capex by segment

	For the three months ended March 31, 2025
	Minosa Mine		Apoena Mine		Aranzazu Mine		Almas Mine
	(in US$ millions)
Purchase of property, plant and equipment related to the Minosa Mine, Apoena Mine, Aranzazu Mine and Almas Mine segments	1.3		5.0		6.5		2.0
Minosa Zona Buffa Access	(0.3	)	—		—		—
Aranzazu Molybdenum Plant	—		—		(0.1	)	—
Almas Plant Expansion	—		—		—		(1.1	)
Nosde Development	—		(1.1	)	—		—
Other projects	(0.1	)	—		—		—
Adjusted Capex by segment	0.9		3.9		6.4		(0.9	)

Table of Contents

	For the three months ended March 31, 2024
	Minosa Mine	Apoena Mine	Aranzazu Mine	Almas Mine
	(in US$ millions)
Purchase of property, plant and equipment related to the Minosa Mine, Apoena Mine, Aranzazu Mine and Almas Mine segments	0.8	1.5	7.5	2.9
Minosa Zona Buffa Access	—	—	—	—
Aranzazu Molybdenum Plant	—	—	—	—
Almas Plant Expansion	—	—	—	(0.3	)
Nosde Development	—	—	—	—
Other projects	—	—	—	—
Adjusted Capex by segment	0.8	1.5	7.5	2.6

	For the year ended December 31, 2024
	Minosa Mine		Apoena Mine	Aranzazu Mine		Almas Mine
	(in US$ millions)
Purchase of property, plant and equipment related to the Minosa Mine, Apoena Mine, Aranzazu Mine and Almas Mine segments	10.0		5.6	29.3		13.9
Minosa Leaching pads and water process expansion	(5.4	)	—	—		—
Aranzazu Molybdenum Plant	—		—	(1.7	)	—
Almas Plant Expansion	—		—	—		(2.2	)
Other projects	(1.8	)	—	(0.2	)	(3.6	)
Adjusted Capex by segment	2.8		5.6	27.4		8.1

	For the year ended December 31, 2023
	Minosa Mine		Apoena Mine		Aranzazu Mine	Almas Mine
	(in US$ millions)
Purchase of property, plant and equipment related to the Minosa Mine, Apoena Mine, Aranzazu Mine and Almas Mine segments	6.4		17.8		24.5	40.6
Minosa leaching pads and water process expansion	(3.0	)	—		—	—
Apoena Acquisition of Mining Rights	—		(3.3	)	—	—
Almas Construction	—		—		—	(37.6	)
Other projects	(0.9	)	—		—	—
Adjusted Capex by segment	2.5		14.5		24.5	3.0

	For the year ended December 31, 2022
	Minosa Mine		Apoena Mine		Aranzazu Mine	Almas Mine
	(in US$ millions)
Purchase of property, plant and equipment related to the Minosa Mine, Apoena Mine, Aranzazu Mine and Almas Mine segments	11.4		14.4		25.4	—
Minosa new area development costs	(5.0	)	—		—	—
Minosa pre-stripping capex in new area/new pit	(2.7	)	—		—	—
Apoena acquisition of Mining Rights	—		(3.3	)	—	—
Other projects	(1.3	)	—		—	—
Adjusted Capex by segment	2.4		11.1		25.4	—

____________

Note: The Borborema project was not in commercial production for the reporting periods.

Table of Contents

Reconciliation of All in sustaining cash costs per gold equivalent ounce sold (AISC)

	For the three months ended March 31,				For the year ended December 31,
	2025		2024		2024		2023		2022
	(in US$ millions)
Cost of goods sold	(83.4	)	(85.4	)	(342.9	)	(290.9	)	(267.0	)
Depletion and amortization	13.9		15.7		61.8		46.8		45.4
Subtotal	(69.5	)	(69.7	)	(281.0	)	(244.1	)	(221.6	)
General and Administrative expenses from the Minosa Mine, Apoena Mine, Aranzazu Mine and Almas Mine segments	5.0		4.5		18.9		15.3		10.0
Depreciation and amortization	—		(0.5	)	(0.6	)	(0.2	)	(0.1	)
Care and maintenance expenses	(0.5	)	—		(1.0	)	(1.9	)	(1.7	)
Corporate cost sharing expenses	(0.9	)	(0.8	)	(3.2	)	(3.0	)	—
Subtotal	3.6		2.8		14.0		10.0		8.2
Adjusted Capex	12.1		12.4		43.9		44.5		38.9
Lease Payments	3.2		4.4		17.2		13.1		7.8
Gold Equivalent Ounces sold	60,491		69,087		269.7		233.9		247.2
All in sustaining cash costs per gold equivalent ounce sold	1,461		1,287		1,320		1,333		1,118

Reconciliation of All in sustaining cash costs per gold equivalent ounce sold (AISC) by segment

	For the three months ended March 31, 2025
	Minosa Mine		Apoena Mine		Aranzazu Mine		Almas Mine
	(in US$ millions)
Cost of goods sold	(21.5	)	(15.1	)	(30.3	)	(16.5	)
Depletion and amortization	1.3		3.5		6.5		2.5
Subtotal	(20.1	)	(11.6	)	(23.8	)	(14.0	)
General and Administrative expenses from the Minosa Mine, Apoena Mine, Aranzazu Mine and Almas Mine segments	1.1		1.3		1.8		0.8
Depreciation and amortization	—		—		—		—
Care and maintenance expenses	—		(0.5	)	—		—
Corporate cost sharing expenses	(0.3	)	(0.1	)	(0.4	)	(0.1	)
Subtotal	0.8		0.7		1.4		0.7
Adjusted Capex by segment	0.9		3.9		6.4		0.9
Lease Payments	0.2		3.0		—		—
Gold Equivalent Ounces sold	17.5		9.4		20.5		13.1
All in sustaining cash costs per gold equivalent ounce sold by segment	1,249		2,041		1,545		1,195

Table of Contents

	For the three months ended March 31, 2024
	Minosa Mine		Apoena Mine		Aranzazu Mine		Almas Mine
	(in US$ millions)
Cost of goods sold	(24.0	)	(15.9	)	(28.9	)	(16.6	)
Depletion and amortization	0.9		6.4		5.6		2.9
Subtotal	(23.1	)	(9.5	)	23.3		13.7
General and Administrative expenses from the Minosa Mine, Apoena Mine, Aranzazu Mine and Almas Mine segments	1.1		1.0		1.3		1.1
Depreciation and amortization	—		—		—		(0.5	)
Care and maintenance expenses	—		—		—		—
Corporate cost sharing expenses	(0.2	)	(0.1	)	(0.4	)	(0.1	)
Subtotal	0.9		0.9		0.9		0.5
Adjusted Capex by segment	0.8		1.5		7.5		2.6
Lease Payments	0.2		4.1		—		0.2
Gold Equivalent Ounces sold	19.2		12.9		25.1		11.9
All in sustaining cash costs per gold equivalent ounce sold by segment	1,289		1,207		1,263		1,422

	For the year ended December 31, 2024
	Minosa Mine		Apoena Mine		Aranzazu Mine		Almas Mine
	(in US$ millions)
Cost of goods sold	(94.9	)	(62.9	)	(119.7	)	(65.5	)
Depletion and amortization	5.9		16.5		25.5		14.0
Subtotal	(89.0	)	(46.4	)	(94.2	)	(51.5	)
General and Administrative expenses from the Minosa Mine, Apoena Mine, Aranzazu Mine and Almas Mine segments	4.4		4.5		7.1		2.8
Depreciation and amortization	—		(0.1	)	—		(0.5	)
Care and maintenance expenses	—		(1.0	)	—		—
Corporate cost sharing expenses	(1.1	)	(0.5	)	(1.1	)	(0.5	)
Subtotal	3.3		2.9		6.0		1.8
Adjusted Capex by segment	2.8		5.6		27.4		8.1
Lease Payments	0.2		16.6		0.1		0.3
Gold Equivalent Ounces sold	79.0		39.0		97.6		54.1
All in sustaining cash costs per gold equivalent ounce sold by segment	1,205		1,833		1,308		1,139

Table of Contents

	For the year ended December 31, 2023
	Minosa Mine		Apoena Mine		Aranzazu Mine		Almas Mine
	(in US$ millions)
Cost of goods sold	(88.2	)	(69.4	)	(107.6	)	(25.7	)
Depletion and amortization	5.3		17.6		20.3		3.6
Subtotal	(82.9	)	(51.8	)	(87.3	)	(22.1	)
General and Administrative expenses from the Minosa Mine, Apoena Mine, Aranzazu Mine and Almas Mine segments	4.5		4.8		3.8		2.0
Depreciation and amortization	—		(0.2	)	—		—
Care and maintenance expenses	—		(1.9	)	—		—
Corporate cost sharing expenses	(0.9	)	(0.4	)	(1.5	)	(0.2	)
Subtotal	3.6		2.3		2.3		1.8
Adjusted Capex by segment	2.5		14.5		24.5		3.0
Lease Payments	0.7		12.1		0.1		0.2
Gold Equivalent Ounces sold	66.1		44.3		105.7		17.8
All in sustaining cash costs per gold equivalent ounce sold by segment	1,357		1,822		1,080		1,522

	For the year ended December 31, 2022
	Minosa Mine		Apoena Mine		Aranzazu Mine		Almas Mine(2)
	(in US$ millions)
Cost of goods sold	(83.5	)	(82.9	)	(100.6	)	—
Depletion and amortization	6.0		17.2		22.2		—
Subtotal	(77.5	)	(65.7	)	(78.4	)	—
General and Administrative expenses from the Minosa Mine, Apoena Mine, Aranzazu Mine and Almas Mine segments	4.6		3.8		1.6		—
Depreciation and amortization	—		(0.1	)	—		—
Care and maintenance expenses	—		(1.7	)	—		—
Subtotal	4.6		2.0		1.6		—
Adjusted Capex by segment	2.4		11.1		25.4		—
Lease Payments	0.6		7.0		0.2		—
Gold Equivalent Ounces sold	63.4		68.4		115.4		—
All in sustaining cash costs per gold equivalent ounce sold by segment	1,342		1,254		914		—

____________

Note: The Borborema project was not in commercial production for the reporting periods.

(1) Not applicable as the Almas mine was not in commercial production for the reporting periods.

Table of Contents

Reconciliation of Net Debt

	As of March 31, 2025		As of December 31,
	As of March 31, 2025		2024		2023		2022
	(in US$ millions)
Loans and debentures (current)	100.9		82.0		82.9		73.2
Loans and debentures (non-current)	366.8		361.1		250.7		140.8
Derivative Financial Instrument (Swap – Aura Almas (Itaú Bank) plus Swap – Aura Almas (BTG Bank))	2.3		15.2		(11.1	)	(8.1	)
Cash and Cash Equivalents	(198.1	)	(270.2	)	(237.3	)	(127.9	)
Restricted cash	—		—		—		(0.6	)
Net Debt	271.9		188.1		85.2		77.4

Adjusted Net Income

	For the three months ended March 31,				For the year ended December 31,
	2025		2024		2024		2023	2022
	(in US$ millions)
(Loss)/Profit for the year	(73.2	)	(9.2	)	(30.3	)	31.9	66.5
Unrealized gain/loss with derivative gold collars	100.2		19.5		80.2		28.6	0.9
Deferred taxes over non-monetary items	3.2		0.9		19.3		1.9	12.2
Adjusted Net Income	30.2		11.2		69.2		62.4	79.6

Adjusted Free Cash Flow and Cash Conversion

	For the three months ended March 31,				For the year ended December 31,
	2025		2024		2024		2023		2022
	(in US$ millions)
Net cash generated by operating activities	41.2		25.9		222.2		124.9		96.4
Adjusted Capex	12.1		12.4		43.9		44.5		38.9
Adjusted Free Cash Flow	29.1		13.5		178.2		80.4		57.5
Adjusted EBITDA	81.4		52.8		266.8		134.1		133.8
Cash Conversion	35.7	%	25.4	%	66.8	%	60.0	%	43.0	%

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Risk Factors

Investing in our common shares involves a high degree of risk. You should carefully consider the risks and uncertainties described below, together with all of the other information in this prospectus, including the sections titled “Cautionary Statement Regarding Forward-Looking Statements” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes, before making a decision to invest in our common shares. In particular, you should consider the risks related to investing in securities of issuers whose operations are located in emerging markets such as in Latin America, which involves a higher degree of risk than investing in the securities of issuers whose operations are located in the United States or other more developed countries. If any of the risks discussed in this prospectus actually occur, alone or together with additional risks and uncertainties not currently known to us, or that we currently deem immaterial, our business, financial condition, results of operations and prospects may be materially adversely affected. If this were to occur, the value of our common shares may decline and you may lose all or part of your investment.

Risks Relating to Our Business and Industry

Our business is subject to market fluctuations, including fluctuations in gold and copper prices, and is dependent on our ability to discover commercial quantities of minerals.

The market for minerals is influenced by many factors beyond our control such as the supply and demand for minerals, the rate of inflation, the number of mineral producing companies, the international economic and political environment, changes in international investment patterns, global or regional consumption patterns, costs of substitutes, currency exchange rates, interest rates, speculative activities in connection with minerals, and increased production due to improved mining and production methods. Accordingly, the profitability of our operations is highly correlated to the market prices of these metals, as is our ability to develop our other properties. If metal prices were to decline for a prolonged period below our cost of production, it may not be feasible to continue production or to continue the development of new mine properties.

The metals industry in general is intensely competitive and there is no assurance that, even if commercial quantities and qualities of metals are discovered, a market will exist for the profitable sale of such metals. Commercial viability of precious and base metals and other mineral deposits may be affected by other factors that are beyond our control including particular attributes of the deposit such as its size, quantity and quality, the cost of mining and processing, proximity to infrastructure and the availability of transportation and sources of energy, financing, government legislation and regulations including those relating to prices, taxes, royalties, land tenure, land use, import and export restrictions, exchange controls, restrictions on production, as well as environmental protection. It is impossible to assess with certainty the impact of various factors, which may affect commercial viability so that any adverse combination of such factors may result in us not receiving an adequate return on invested capital.

We may reduce our exposure against fluctuations in the price of gold, copper and exchange rates by using short term hedging instruments from time to time for a portion of our production, such as forward contracts and call/put options. Various strategies are available using these instruments. Although hedging activities may protect a company against lower gold and copper prices or unfavorable exchange rates, they may also limit the price that can be realized subject to forward sales and call options where the market price exceeds the price in forward sale or call option contracts.

Our business is exposed to the cyclicality of global economic activity and requires significant investments of capital.

Our business, financial performance and results of operations are significantly affected by the market prices and demand for the metals it produces, particularly gold and copper.

Historically, prices and demand for these metals have been subject to wide fluctuations which can be material and can occur over short periods of time, and are affected by numerous factors beyond our control, including the cyclicality of consumer and industrial consumption. We cannot predict whether, and to what extent, metal prices and demand will rise or fall in the future. An increase in the production of these metals worldwide or changes in, among other things, technology, industrial processes, or consumer habits, including increased demand for substitute

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materials, may decrease the demand for these metals. A fall in demand, resulting from economic downturns or other factors, could also decrease the volume of metals that we sell and, therefore, materially adversely impact our results of operations and financial position.

Future declines in metal prices could have an adverse impact on our results of operations and financial position, and we may consider curtailing, modifying, or discontinuing certain operations. In addition, we may not be able to adjust production volume in a timely or cost-efficient manner in response to sustained changes in metal prices. Lower utilization of capacity during periods of weak prices may expose us to higher unit production costs since a significant portion of its cost structure is fixed in the short-term due to the high capital intensity of mining operations. If prices drop significantly, the economic prospects of the mines and projects in which we have an interest could be significantly reduced or rendered uneconomic. Low metal prices would affect our liquidity and ability to borrow. If these conditions persist for an extended period, we may have to look for other sources of cash flow or curtail, modify or discontinue higher cost production to maintain liquidity until metal prices recover. Conversely, during periods of high demand, our ability to rapidly increase production capacity is limited, which could prevent us from meeting demand for our products.

Our actual costs may significantly exceed the estimated costs and economic returns estimated in our preliminary economic assessments and feasibility studies.

Feasibility studies and preliminary economic assessments (PEAs) are used to assess the economic viability of a mineral deposit. There is no certainty that existing or future feasibility studies or PEAs will be realized. Actual costs may significantly exceed estimated costs and economic returns may differ significantly from those estimated in the studies. There are many factors involved in the determination of the economic viability of a mineral deposit, including the achievement of satisfactory mineral reserve estimates, the level of estimated metallurgical recoveries, capital and operating cost estimates and estimates of future metal prices.

Failure to achieve production estimates could have a material adverse impact on our future cash flows, profitability, results of operations and financial conditions.

We have prepared estimates of future gold and copper production for our existing and future mines. We cannot give any assurance that such estimates will be achieved. Failure to achieve production estimates could have a material adverse impact on our future cash flows, profitability, results of operations and financial conditions. The realization of production estimates are dependent on, among other things, the accuracy of mineral reserve and resource estimates, the accuracy of assumptions regarding ore grades and recovery rates, ground conditions (including hydrology), the physical characteristics of ores, the presence or absence of particular metallurgical characteristics, and the accuracy of the estimated rates and costs of mining, ore haulage and processing. Actual production may vary from estimates for a variety of reasons, including the actual ore mined varying from estimates of grade or tonnage; dilution and metallurgical and other characteristics (whether based on representative samples of ore or not); short-term operating factors such as the need for sequential development of ore bodies and the processing of new or adjacent ore stopes from those planned; mine failures or slope failures; industrial accidents; natural phenomena such as inclement weather conditions, floods, droughts, rock slides and earthquakes; encountering unusual or unexpected geological conditions; changes in power costs and potential power shortages; shortages of principal supplies needed for mining operations, including explosives, fuels, chemical reagents, water, equipment parts and lubricants; plant and equipment failure; the inability to process certain types of ores; labor shortages or strikes; and restrictions or regulations imposed by government agencies or other changes in the regulatory environment. Such occurrences could also result in damage to mineral properties or mines, interruptions in production, injury or death to persons, damage to our property or others’, monetary losses and legal liabilities in addition to adversely affecting mineral production. These factors may cause a mineral deposit that has been mined profitably in the past to become unprofitable, forcing us to cease production.

Mineral resources and mineral reserves are reported as general indicators of mine life, however, this should not be interpreted as assurances of mine life or of the profitability of current or future operations.

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Capital and operating cost estimates made in respect of our mines and development projects may be significantly lower than actual capital and operating costs.

Capital and operating cost estimates are based on the interpretation of geological data, feasibility studies, anticipated climatic conditions, market conditions for required products and services, and other factors and assumptions regarding foreign exchange currency rates. Any of the following events could affect the ultimate accuracy of such estimate: unanticipated changes in grade and tonnage of ore to be mined and processed; incorrect data on which engineering assumptions are made; delay in construction schedules, unanticipated transportation costs; the accuracy of major equipment and construction cost estimates; the accuracy of operating costs or quantities; labor negotiations; changes in government regulation (including regulations regarding prices, cost of consumables, royalties, duties, taxes, permitting and restrictions on production quotas on exportation of minerals); raw material costs and title claims.

Our mineral reserve and resource estimates may be materially lower from the volume of materials that we are actually able to recover; our estimates of mine life may be materially lower than actual mine life; more stringent regulations, market price fluctuations and changes in operating and capital costs may render certain mineral reserves and resources uneconomical to mine.

To extend the lives of our mines and projects, ensure the continued operation of the business and realize our growth strategy, it is essential that we convert mineral resources into mineral reserves, continue to develop our resource base through the realization of identified mineralized potential, and/or undertake successful exploration or acquire new resources.

The figures for mineral resources and reserves estimated by us are estimates only and no assurance can be given that the anticipated tonnages and grades will be achieved, that the indicated level of recovery will be realized or that the mineral resources and reserves could be mined or processed profitably. Actual reserves, if any, may not conform to geological, metallurgical or other expectations, and the volume and grade of ore recovered may be below the estimated levels. There are numerous uncertainties inherent in estimating mineral resources and reserves, including many factors beyond our control. Such estimation is a subjective process, and the accuracy of any reserve or resource estimate is a function of the quantity and quality of available data and of the assumptions made and judgments used in engineering and geological interpretation. Short-term operating factors relating to the mineral resources and reserves, such as the need for orderly development of the ore bodies or the processing of new or different ore grades, may cause the mining operation to be unprofitable in any particular accounting period. In addition, there can be no assurance that metal recoveries in small scale laboratory tests will be duplicated in larger scale tests under on-site conditions or during production. Lower market prices, increased production costs, the presence of deleterious elements, reduced recovery rates and other factors may result in revision of our resource and reserve estimates from time to time or may render our resources and reserves uneconomic to exploit. Resource and reserve data are not indicative of future results of operations. If our actual mineral resources and reserves are less than current estimates or if we fail to develop our resource base through the realization of identified mineralized potential, our results of operations or financial condition may be materially and adversely affected.

Mineral resources that are not mineral reserves do not have demonstrated economic viability. Due to the uncertainty which may be attached to inferred mineral resources, there is no assurance that inferred mineral resources will be upgraded to measured or indicated mineral resources as a result of continued exploration.

We may not be able to replenish our mineral reserves.

Given that mines have limited lives based on proven and probable mineral reserves, we must continually replace and expand our mineral resources and mineral reserves at our mines and discover, develop, or acquire mineral reserves for production. Our ability to maintain or increase our annual production of gold and copper will depend in significant part on our ability to bring new mines into production and to expand mineral reserves and resources of existing mines.

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Delays in the performance of any of the contractors, suppliers, consultants or other persons on which we are dependent in connection with our construction activities, delay in or failure to receive the required governmental approvals and permits in a timely manner or on reasonable terms or termination of any required approvals or permits, or a delay in or failure in connection with the completion and successful operation of the operational elements of new mines could delay or prevent the construction and start-up of new mines.

The success of construction projects and the development of new mines by us, including the development of Borborema and Era Dorada, is subject to a number of factors including the availability and performance of engineering and construction contractors, mining contractors, suppliers and consultants, the receipt of required governmental approvals and permits in connection with the construction of mining facilities, the conduct of mining operations (including environmental permits), and the successful completion and operation of ore passes, among other operational elements. Any delay in the performance of any one or more of the contractors, suppliers, consultants or other persons on which we are dependent in connection with our construction activities, delay in or failure to receive the required governmental approvals and permits in a timely manner or on reasonable terms or termination of any required approvals or permits, or a delay in or failure in connection with the completion and successful operation of the operational elements of new mines could delay or prevent the construction and start-up of new mines as planned. There can be no assurance that current or future construction and start-up plans implemented by us will be successful, that we will be able to obtain sufficient funds to finance construction and start-up activities, that personnel and equipment will be available in a timely manner or on reasonable terms to successfully complete construction projects, that we will be able to obtain all necessary governmental approvals and permits or that the construction, start-up and ongoing operating costs associated with the development of new mines will not be significantly higher than anticipated by us. Any of the foregoing factors could adversely impact our operations and financial condition.

Some of our projects have no operating history upon which to base estimates of future cash flow. The capital expenditures and time required to develop new mines or other projects are considerable and changes in costs or construction schedules can affect project economics. Thus, it is possible that actual costs may change significantly, and economic returns may differ materially from our estimates.

Commercial viability of a new mine or development project is predicated on many factors such as estimation of mineral reserves, anticipated metallurgical recoveries, environmental considerations and permitting and anticipated capital and operating costs of these projects, as well as available capital to develop such project. Mineral reserves and mineral resources projected by feasibility studies and technical assessments performed on the projects may not be realized, and the level of future metal prices needed to ensure commercial viability may not materialize. Development projects are subject to the completion of successful feasibility studies and environmental assessments, issuance of necessary governmental permits and availability of adequate financing. Development projects are uncertain, and it is possible that actual capital and operating costs and economic returns will differ significantly from those estimated for a project prior to production. Consequently, there is a risk that start-up of new mine and development projects may be subject to write-down and/or closure as they may not be commercially viable.

Our operations may be negatively affected by global financial conditions.

Global financial conditions continue to be characterized as volatile. In recent years, global markets have been adversely impacted by various credit crises, significant fluctuations in fuel and energy costs and metals prices, inflation, geopolitical conflict and health pandemics. Many industries, including the mining industry, have been impacted by these market conditions. leading to increased economic uncertainty and diminished expectations for the global economy. These factors have increased the risk of disruption to global trade flows and supply chains. Further, global financial conditions remain subject to sudden and rapid destabilizations in response to future events, as government authorities may have limited resources to respond to future crises. Global economic uncertainty, disruptions to global trade flows and supply chains, and continued or worsened slowdown in the financial markets or other economic conditions, including but not limited to tariffs, consumer spending, employment rates, business conditions, inflation, fuel and energy costs, consumer debt levels, lack of available credit, the state of the financial markets, interest rates and tax rates, may adversely affect our operations, sales, growth and profitability. Future crises may be precipitated by any number of causes, including natural disasters, geopolitical conflict or instability, changes to energy prices or sovereign defaults. If increased levels of volatility continue or in the event of a rapid

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destabilization of global economic conditions, it may result in a material adverse effect on commodity prices, demand for metals, including gold, availability of credit, investor confidence, and general financial market liquidity, all of which may adversely affect our business and the market price of our securities.

Increases in production costs may adversely affect our business.

Changes in our production costs could have a major impact on our profitability. Our principal production expenses are contractor costs, materials, personnel costs and energy. Changes in costs at our mining and processing operations could occur as a result of unforeseen events, including international and local economic and political events, increased costs (including explosives, oil, steel, cyanide and other consumables), union demands and scarcity of labor, and could result in changes in profitability or reserve estimates. Many of these factors may be beyond our control.

We rely on third-party suppliers for a number of raw materials. Any material increases in the cost of raw materials, or our inability to source viable and economic alternative third-party suppliers for the supply of our raw materials, could have a materially adverse effect on our results of operations or financial position.

We may not be able to secure financing on favorable terms, or at all, to meet our future capital needs.

In order to fund the costs associated with the exploration, development, mining, and processing of minerals from our properties and our mine plans, and to meet expected future obligations, we may, from time to time, be required to obtain additional financing. Metal prices, environmental rehabilitation and restitution, revenue and income taxes, transportation and other operating costs, working capital needs, capital expenditures and geological results are also factors which may have an impact on the amount of additional financing that may be required.

Financing through the issuance of common shares, BDRs or other securities convertible or exchangeable into common shares, if available, may dilute the participation of current shareholders in our share capital. There is no pre-emptive right for our shareholders in the issue of common shares or securities convertible or exchangeable into common shares issued by us, which may result in the dilution of the shareholders’ interest in us. Likewise, our shareholders will not have pre-emptive rights in the exercise of options to purchase common shares issued by us under our stock option plans. Periodically, during the term of such plans, the Board will determine the beneficiaries to whom stock options will be granted according to the terms of the plans, the number of common shares that may be acquired with the exercise of each option, the price of exercise of each option and the payment terms, the terms and conditions for the exercise of each option and any other conditions related to such options.

Debt financing, if available, may also involve certain restrictions on operating activities or include financial covenants, such as accompanying gold and copper hedging requirements and minimum liquidity levels, or restrict our ability to enter into additional financing arrangements. There is no guarantee that such equity or debt financing will be available to us or that these financings would be obtained on terms favorable to us, which may adversely affect our business, financial position and may result in a delay or indefinite postponement of exploration, development, or production on any or all of our properties, or even loss of exploration rights.

See “Management’s Discussion And Analysis Of Financial Condition And Results Of Operations — Indebtedness.”

We are subject to costs and risks associated with increased or changing laws and regulations affecting our business, including the need to obtain government permits, consents and licenses.

Exploration, development and mining activities are subject to laws and regulations governing health and work safety, employment standards, environmental matters, social matters, mine development, prospecting, mineral production, exports, taxes, labor standards, reclamation obligations and other matters. It is possible that future changes in applicable laws, regulations, agreements or changes in their enforcement or regulatory interpretation could result in changes in the legal requirements or in the terms of permits and agreements applicable to us or our properties which could have a material adverse impact on our operations and exploration programs and future development projects.

Where required, obtaining necessary permits and licenses can be a complex, time consuming process and there can be no assurance that required permits will be obtainable on acceptable terms, in a timely manner or at all. The costs and delays associated with obtaining permits and complying with these permits and applicable

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laws and regulations could stop or materially delay or restrict us from proceeding with the development of an exploration project or the operation or further development of a mine. Any failure to comply with applicable laws and regulations or permits, even if inadvertent, could result in interruption or closure of exploration, development or mining operations or material fines, penalties or other liabilities, which could have an adverse effect on our business, financial condition or results of operation.

Disruption to current trade practices could have a material impact on our ability to market our products and procure inputs and equipment for our operations and projects.

Access to markets for our products, and our ability to procure inputs and equipment required for our projects and operations, may be subject to interruptions or trade barriers due to policies and tariffs or import/export restrictions of individual countries. Our products may also be subject to tariffs that do not apply to producers based in other countries which could result in changes to our customer base and disrupt our usual sales processes.

For instance, on April 2, 2025, the United States government announced that a 10% base tariff will be applied to all imports to the United States effective April 5, 2025, subject to limited exceptions for Mexico and Canada, and that almost 60 countries will, in lieu of the 10% base tariff, be assigned higher reciprocal tariffs on imports that extend as high as 50%, effective April 9, 2025. Although most of the reciprocal tariffs were later suspended and replaced by a base tariff of 10% for a period of 90 days, it is uncertain if and to what extent the tariffs may be reimposed. For instance, despite the suspension of most reciprocal tariffs, the governments of the United States and China maintained substantial tariffs on one another, before eventually agreeing to temporarily roll back certain of the tariffs in May 2025. Tariffs and any additional changes in U.S. trade policy could result in one or more other jurisdictions adopting responsive trade policies. The adoption and expansion of trade restrictions, the occurrence of a trade war, or other governmental action related to tariffs or trade agreements or policies has the potential to adversely impact us and the global economy.

Actual or potential epidemics, pandemics, outbreaks or other public health crises may have an adverse impact on our business.

The spread of any disease, epidemic or pandemic could have a material adverse effect on the regional economies in which we operate, negatively impact stock markets, including the trading price of our common shares, adversely impact our ability to raise capital, and cause continued interest rate volatility and movements that could make obtaining financing or refinancing of our debt obligations more challenging or more expensive. Any of these developments, and others, could have a material adverse effect on our business and results of operations.

Travel restrictions implemented by governments, as well as quarantine, isolation and physical distancing requirements as a result of such epidemic or pandemics may have a negative impact on workforce mobility and, as a consequence, in some cases, on productivity. Further, the protective measures implemented by us may cause higher operating and capital costs related to containment efforts such as building quarantine rooms, limitations on mobility of people, disruption to the supply chain and increase in demand for financial support and aid from host governments. Potential higher operating costs, combined with a decrease in workforce productivity, lower production outputs and in some cases, temporary cessation of mining operations, could have a material adverse effect on our business, financial condition and/or results of operations.

Any future emergence and spread of similar pathogens could have a material adverse effect on global economic conditions which may adversely impact our business and results of operations and the operations of our suppliers, contractors and service providers, including smelter and refining service providers, and the demand for our production.

Disagreements with local communities and other stakeholders could adversely impact our business and reputation.

As a mining business, we may come under pressure in the jurisdictions in which we operate, or will operate in the future, to demonstrate that (i) other stakeholders (including employees, communities surrounding operations and the countries in which they operate) benefit and will continue to benefit from our commercial activities, and/or (ii) we operate in a manner that will minimize any potential damage or disruption to the interests of those stakeholders. We may face opposition with respect to our current and future development, exploration and operation

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of projects and mines which could materially adversely affect our business, results of operations and financial condition. Further, certain non-governmental organizations are often critical of the mining industry and our practices, including the use of hazardous substances in processing activities. The adverse publicity generated by these organizations or others related to extractive industries generally, or to the operations specifically, financial condition and/or relationship with the communities in which we operate. They may install roadblocks, request injunctions to stop work and file lawsuits for damages. These actions may be related not only to current activities, but also the historic mining activities of previous owners and may have a material adverse effect on operations.

Our business could be adversely affected by the failure or unavailability of certain critical assets or infrastructure.

Mining, processing, development and exploration activities depend, to one degree or another, on adequate infrastructure. Reliable roads, railways, power sources and water supply are important determinants affecting capital and operating costs. Unusual or infrequent weather phenomena, sabotage, government or other interference in the maintenance or provision of such infrastructure could adversely affect our operations, financial condition and results of operations.

Cyberattack, including unauthorized disclosure, destruction or modification of data, through cybersecurity breaches, computer viruses or otherwise may adversely affect our business and reputation.

We are reliant on the continuous and uninterrupted operations of our information technology (“IT”) systems. User access and security of all IT systems are critical elements to our operations. Our operations depend, in part, on how well we and our suppliers protect networks, equipment, IT systems and software against damage from a number of threats, including, but not limited to, cable cuts, damage to physical plants, natural disasters, terrorism, fire, power loss, hacking, computer viruses, vandalism and theft. Our operations also depend on the timely maintenance, upgrade and replacement of networks, equipment, IT systems and software, as well as pre-emptive expenses to mitigate the risks of failures. Any IT failure pertaining to availability, access or system security could result in disruption for personnel and could adversely affect our reputation, operations or financial performance.

Our IT systems could be compromised by unauthorized parties attempting to extract business sensitive, confidential or personal information, corrupting information or disrupting business processes or by inadvertent or intentional actions by our employees or vendors. A cyber security incident (including system-encrypting ransomware) resulting in a security breach or failure to identify a security threat, could disrupt business and could result in the loss of business sensitive, confidential or personal information or other assets, as well as litigation, regulatory enforcement, violation of privacy and security laws and regulations and remediation costs.

Although to date we have not experienced any material losses relating to cyberattacks, there can be no assurance that we will not incur such losses in the future. Our risk and exposure to these matters cannot be fully mitigated because of, among other things, the evolving nature of these threats. As a result, cyber security and the continued development and enhancement of controls, processes and practices designed to protect systems, computers, software, data and networks from attack, damage or unauthorized access remain a priority. As cyber threats continue to evolve, we may be required to expend additional resources to continue to modify or enhance protective measures or to investigate and remediate any security vulnerabilities.

Social media and other web-based information sharing applications may result in negative publicity or have the ability to control how it is perceived by others. Reputational loss may result in challenges in developing and maintaining community and shareholder relations and decreased investor confidence.

Mining operations involve significant hazards and a high degree of risk.

Mining operations generally involve a high degree of risk. Our operations are subject to all the hazards and risks normally encountered in the exploration, development and production of gold, copper and silver, including unusual and unexpected geologic formations, seismic activity, rock bursts, cave-ins, flooding, pit wall failure and other conditions involved in the drilling, blasting, mining and processing of material, any of which could result in damage to, or destruction of, mines and other producing facilities, damage to life or property, environmental damage and possible legal liability. Although adequate precautions to minimize risk are being taken, mineral-process operations are subject to hazards such as fire, equipment failure or failure of retaining dams around tailings disposal areas which may result in environmental pollution and consequent liability.

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The exploration for and development and operation of mineral deposits involves significant risks which even a combination of careful evaluation, experience and knowledge may not eliminate. While the discovery of an ore body may result in substantial rewards, few properties that are explored are ultimately developed into producing mines. Major expenses will be required to locate and establish mineral reserves, to develop metallurgical processes and to construct mining and processing facilities at a particular site. It is impossible to ensure that the exploration or development programs we plan will result in a profitable commercial mining operation. Whether a mineral deposit will be commercially viable depends on a number of factors, some of which are: the particular attributes of the deposit, such as size, grade and proximity to infrastructure; the presence of deleterious elements; metal prices that are highly cyclical; costs of construction and government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and environmental protection. The exact effect of these factors cannot be accurately predicted, but the combination of these factors may result in us not receiving an adequate return on invested capital.

Our business is subject to health, safety, and environmental laws and regulations, and concessions, authorizations, licenses and permits are subject to expiration, suspension, limitation on renewal and various other risks and uncertainties.

Environmental laws and regulations may affect us. These laws and regulations set various standards regulating certain aspects of health and environmental quality. These environmental laws and regulations establish penalties and other responsibilities for their violation and, in certain circumstances, establish obligations to restore facilities and locations currently used by us or which have been used in the past.

Such regulations require us to obtain prior environmental licenses, permits and authorizations for our operations and projects and to carry out environmental and social impact assessments, in order to obtain the approval of our projects and the permission to start construction and continue operations. Significant changes in existing operations are also subject to these requirements. Permits to operate may be temporarily suspended or revoked if there is evidence of serious violations of environmental laws and regulations, health and safety standards. The duration and success of our efforts to obtain and renew licenses or permits are contingent upon many variables not within our control, including the interpretation of applicable requirements implemented by the licensing and/or permitting authorities. For instance, certain of our licenses have been renewed relying on the legal concept of afirmativa ficta which provides that a renewal petition that is not answered in a timely manner is resolved in favor of the applicant. Licenses granted in this way may be considered more likely to be questioned, revoked, suspended or canceled arbitrarily than licenses granted actively. Furthermore, our licenses may be questioned, revoked, suspended or canceled arbitrarily by government authorities. For instance, Mexican law stipulates that the federal government has the right to declare the nullification, cancellation, suspension, or annulment of rights of the concessions granted. Accordingly, the concessions we hold may be revoked without right to compensation in case we are unable to meet the applicable terms and conditions established for the concessions. Additionally, mining concessions may be expropriated by the Mexican government for public interest causes (causas de utlidad pública). In the event of such expropriation, the government is required to make an indemnification payment to the former concession holder. However, such the indemnification payment may not be made in a timely manner, or at all, or the amount of the payment may not be sufficient to compensate us for our costs or our losses, including losses resulting from future expected revenues.

We may not be able to obtain or renew licenses or permits that are necessary to our operations, including, without limitation, an exploitation license, or the cost to obtain or renew licenses or permits may exceed what we believe we can recover from the property. Any unexpected delays or costs associated with the licensing or permitting process could delay the development or impede the operation of a mine, which could adversely impact our operations and profitability.

We may be held liable for damages, remediation costs or fines in the event of certain material discharges into the environment, environmental damage caused by previous owners of properties used by us or for failure to comply with environmental laws or regulations. There is also a risk that environmental laws and regulations may become more costly, making it more costly for us to remain in compliance with these laws and regulations.

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In addition, mining is subject to potential risks and accidents that could result in serious injury or death to members of its human capital. The impact of such accidents and liabilities could affect the profitability of our operations, cause an interruption to operations, lead to a loss of licenses, affect our reputation and our ability to obtain further licenses, damage community relations and reduce our perceived appeal as an employer.

Substantial and increasingly intense competition may harm our business.

The mining industry is intensely competitive in all of its phases and we compete with many companies that possess greater financial and technical resources. Competition in and mining industry is primarily for (i) mineral rich properties that can be developed and produced economically; (ii) the technical expertise to find, develop, and operate such properties; (iii) labor to operate the properties; and (iv) capital for the purpose of funding such properties. Such competition may result in us being unable to acquire desired properties, to recruit or retain qualified employees or to acquire the capital necessary to fund our operations and develop our properties. Existing or future competition in the mining industry could materially and adversely affect our prospects for mineral exploration and success in the future.

Further, industry consolidation may lead to increased competition due to lesser availability of mining and exploration assets. A number of transactions have been completed in the gold mining industry in recent years. In this regard, some of our competitors have made acquisitions or entered into business combinations, joint ventures, partnerships or other strategic relationships. Consolidations in the form of acquisitions, business combinations, joint ventures, partnerships or other strategic relationships may continue in the future. The companies or alliances resulting from these transactions or any further consolidation involving our competitors may benefit from greater economies of scale as well as significantly larger, more diversified, lower cost and higher quality asset bases than Aura. In addition, following such transactions certain of our competitors may decide to sell specific mining assets increasing the availability of such assets in the market, which could adversely impact any sale process that we may undertake at the same time, including such sales processes taking longer to complete or not completing at all or not realizing the full value of the assets being disposed of. Such developments may adversely affect our business, operating results and financial condition.

If we lose key personnel, our business, financial condition and results of operations may be adversely affected.

Our business is dependent on retaining the services of our key management personnel with a variety of skills and experience, including in relation to the development and operation of mineral projects in the Americas. Our success is, and will continue to be, dependent to a significant extent on the expertise and experience of our directors and senior management. The loss of the services of key personnel could have a materially adverse effect on our business. Our success will also depend to a significant degree upon the contributions of qualified technical personnel and our ability to attract and retain highly skilled personnel. Competition for such personnel is significant. Any inability to attract and retain these people could have a material adverse effect on our business and operations.

Labor disputes may disrupt our operations from time to time.

Production at our mining operations is dependent upon the efforts of our employees and our operations would be adversely affected if we fail to maintain satisfactory labor relations. Factors such as work slowdowns or stoppages caused by the attempted unionization of operations and difficulties in recruiting qualified miners and hiring and training new miners could materially adversely affect our business. This would have a negative effect on our business and results of operations, which might result in us not meeting our business objectives.

In addition, relations between us and our employees may be affected by changes in the scheme of labor relations that may be introduced by the relevant governmental authorities in whose jurisdictions we carry on business. Changes in such legislation or in the relationship between us and our employees may have a material adverse effect on our business, results of operations and financial condition. Furthermore, we are reliant on the good character of our employees and are subject to the risk that employee misconduct could occur. Although we take precautions to prevent and detect employee misconduct, these precautions may not be effective and we could be exposed to unknown and unmanaged risks or losses, including regulatory sanctions and serious harm to our reputation. The existence of our Code of Conduct and Ethics, among other governance and compliance policies

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and processes, may not prevent incidents of theft, dishonesty or other fraudulent behavior nor can we guarantee compliance with legal and regulatory requirements. If material employee misconduct does occur, our business, financial condition and results of operations could be adversely affected.

Our business could be adversely affected by the performance of our counterparties and outside contractors we do not control.

It is common industry practice for certain aspects of mining operations including, but not limited to, drilling, blasting and construction, to be conducted by one or more outside contractors. Deficient or negligent work, or work not completed in a timely manner, could have a material adverse effect on our business and operations. We are also subject to a number of risks associated with the use of such contractors, including, but not limited to: (a) us having reduced control over the aspects of the operations that are the responsibility of a contractor; (b) failure of the contractor to perform work properly or at a satisfactory level of quality and safety; (c) failure of a contractor to perform under its agreement(s), including, but not limited to, inability to meet the contractual timelines or to otherwise deliver in accordance with the terms of the contract; (d) inability to replace the contractor if the contractual relationship is terminated; (e) interruption of operations in the event the contractor ceases operations as a result of a contractual dispute with us or as a result of insolvency or other unforeseen events (including events of force majeure); (f) failure of the contractor to comply with applicable legal and regulatory requirements; and (g) inadequate contractor cybersecurity program or customer data management and privacy, exposing us to external attacks or leaking of our confidential information, any of which could have a material adverse effect on our business, financial condition or results of operations.

Our directors and officers are or may become subject to conflicts of interest.

Certain of our directors and officers are or may become associated with other mining and/or mineral exploration and development companies which may give rise to conflicts of interest. Directors who have a material interest in any person who is a party to a material contract or a proposed material contract with us are required to disclose that interest and abstain from voting on any resolution to approve such a contract. In addition, directors and officers are required to act honestly and in good faith with a view to our best interests. Further, any failure of our directors or officers to address these conflicts in an appropriate manner or to allocate opportunities that they become aware of to us could have a material adverse effect on our business, financial condition, results of operations, cash flows or prospects.

There are inherent uncertainties in valuing mining interests, including estimating mineral reserves and mineral resources. Differences between our assumptions and market conditions during the operational phase of our assets may result in the impairment of the book value of our mining interests, which may have a material effect in the future on our financial position and results of operations.

Mining and mineral interests are our most significant assets and represent capital expenditures related to the acquisition of mineral rights, development of mining properties and related plant and equipment. The investments associated with mining properties include rights over producing properties as well as properties under development and properties at prospecting stage, which are recorded at their cost value. In the event of a combination of businesses, we record at fair value all assets acquired at the time of the allocation of the purchase price. The values of such mineral properties are primarily driven by the nature and amount of material interests believed to be contained or potentially contained, in properties to which they relate.

We review and evaluate our mining interests for impairment at least annually or when events or changes in circumstances indicate that relevant book values may not be recoverable, which becomes more of a risk in the global economic conditions that exist currently. Future cash flows are estimated based on expected future production, commodity prices, exchange rates, operating costs and capital costs. There are numerous uncertainties inherent in estimating mineral reserves and mineral resources. Differences between management’s assumptions and market conditions during the operational phase of our assets may have a material effect in the future on our financial position and results of operations.

In addition, depending on global macroeconomic conditions, there is a risk around inventory valuations. The assumptions we use in the assessment of work-in-process inventories by us include estimates of gold contained in the ore stacked that is expected to be recovered from the leach pads, assumptions of the amount of gold and copper

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that will be obtained from concentrate, assumptions for the price of gold and copper that is expected to be realized when gold and copper are sold, among others. If these estimates or assumptions prove to be inaccurate, we could be required to write-down the recorded value of our work-in-process inventories, which would reduce our results and financial position.

The acquisition of title to mineral properties is a detailed and time-consuming process and there is no guarantee that title to such mineral properties will not be contested or challenged.

The acquisition of title to mineral properties is a very detailed and time-consuming process. Title to mineral concessions may be disputed. Although we have legal ownership on key mining rights, there is no guarantee that title to such mineral property interests will not be contested or challenged. Third parties may have valid claims underlying portions of our interest, including prior unregistered liens, agreements, transfers, royalties or claims, including land claims by First Nations or other Indigenous groups, and title may be affected by, among other things, undetected defects. In some cases, title to mineral rights and surface rights has been divided, and we may hold only surface rights or only mineral rights over a particular property, which can lead to potential conflict with the holder of the other rights.

Our mineral property interests may be subject to prior unregistered agreements or transfers and ownership may be affected by undetected irregularities. Mining rights may be contested and, if such contest is successful, the development of our assets and/or operations may be adversely affected.

Our insurance policies may not be sufficient to cover all claims.

Our business is subject to a number of risks and hazards generally, including adverse environmental conditions, industrial accidents, labor disputes, unusual or unexpected geological conditions, ground or slope failures, cave-ins, catastrophic equipment failures, changes in the regulatory environment and natural phenomena such as inclement weather conditions, floods and earthquakes. Such occurrences could result in damage to mineral properties or production facilities, personal injury or death, environmental damage to our properties or the properties of others, delays in mining, monetary losses and possible legal liability.

Although we maintain insurance to protect against certain risks in such amounts as we consider reasonable, our insurance will not cover all the potential risks associated with a mining company’s operations. We may also be unable to maintain insurance to cover these risks at economically feasible premiums. Insurance coverage may not continue to be available or may not be adequate to cover any resulting liability. Moreover, insurance against risks such as environmental pollution or other hazards as a result of exploration, development and production is not generally available to us or to other companies in the mining industry on acceptable terms. We might also become subject to liability for pollution or other hazards that may not be insured against or that we may elect not to insure against because of premium costs or other reasons. Losses from these events or delays in cash receipt from an insurance claim recovery may cause us to incur significant costs and cash outflows that could have a material adverse effect upon our financial performance and results of operations.

Natural disasters, as well as geotechnical and hydrological conditions, such as landslides, droughts, pit wall failures, tailings dam failures, dry stack tailings failures and rock fragility and climate change may have an adverse effect on our business.

We and the mining industry are facing continued geotechnical challenges, which could adversely impact our production and profitability. Unanticipated adverse geotechnical and hydrological conditions, such as landslides, droughts, pit wall failures, tailings dam failures, dry stack failures and rock fragility may occur in the future and such events may not be detected in advance. Geotechnical instabilities and adverse climatic conditions can be difficult to predict and are often affected by risks and hazards outside of our control, such as severe weather, including hurricanes, and considerable rainfall, which may lead to periodic floods, mudslides, wall instability and seismic activity, which may result in slippage of material. There can be no assurance that future weather events will not adversely affect mining and exploration activities where we operate now and in the future. In particular, mining, drilling and exploration activities may be suspended due to poor ground conditions, ore haulage activities may be slowed or delayed as roads may be temporarily flooded, and deposits where the host rock is clayish in nature may have to be mined or processed at slower than anticipated rates and/or mixed with lower grade stockpile ore. Recoveries may be affected by water quality, including at some of our mines where we use treated gray water. Furthermore, the occurrence of physical climate change events may result in substantial costs to respond to the

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event and/or recover from the event, and to prevent recurrent damage, through either the modification of, or addition to, existing infrastructure at our operations. The scientific community has predicted an increase, over time, in the frequency and severity of extraordinary or catastrophic natural phenomena as a result of climate change. We can provide no assurance that we will be able to predict, respond to, measure, monitor or manage the risks posed as a result.

Geotechnical failures could result in limited or restricted access to mine sites, suspension of operations, government investigations, increased monitoring costs, remediation costs, loss of ore and other impacts, which could cause one or more of our projects to be less profitable than currently anticipated and could result in a material adverse effect on our results of operations and financial position.

Our mining and processing operations are, in some instances, energy intensive. While we have initiated numerous processes to reduce our overall environmental impact, we acknowledge climate change as an international and community concern. Physical climate change events, and the trend toward more stringent regulations aimed at reducing the effects of climate change, could impact our decisions to pursue future opportunities, or maintain existing operations, which could have an adverse effect on our business and future operations. We can provide no assurance that efforts to mitigate the risks of climate changes will be effective and that the physical risks of climate change will not have an adverse effect on our operations and profitability. In addition, as climate change is increasingly perceived as an international and community concern, stakeholders may increase demands for emissions reductions and call upon mining companies to better manage their consumption of climate-relevant resources. Such regulatory requirements may have an adverse impact on us.

Our business may be adversely affected by increasing environmental, social and governance related regulations, including regulations pertaining to climate change.

Recent regulatory, compliance and transparency demands on ESG (environmental, social and governance) matters by authorities, refineries, financial institutions, insurers, reinsurers, among others, represent a challenge for the company in terms of transparency, timeliness, veracity and depth of the information revealed. In addition, governments have introduced or are introducing climate change legislation and treaties at the international, national, state/provincial and local levels. Regulation relating to emission levels (such as carbon taxes) and energy efficiency is becoming more stringent. If the current regulatory trend continues, this may result in increased costs at our operations.

In connection with our authorizations, licenses and permits, we may be subject to restrictions relating to our operations, protection of communities, including Indigenous People, protection of caves, fauna and flora, climate change, among others, which may require us to limit or modify our mining plans, having an impact on our production volumes, costs and reserves and resources. Difficulties in obtaining or renewing permits may lead to construction delays, cost increases, and may adversely impact our production volumes. Social, environmental and health and safety regulations also impose standards, procedures, monitoring and operational controls on activities relating to mineral research, mining, beneficiation, pelletizing activities, railway and marine services, ports, de-characterization, decommissioning, mine closure activities, distribution and marketing of our products. Such regulation may give rise to significant costs and liabilities. Litigation and legal and regulatory uncertainties relating to these, or other related matters may adversely affect our financial condition or cause harm to our reputation.

Social, environmental and health and safety regulations in many countries in which we operate have become stricter in recent years, and it is possible that more regulation or more stringent enforcement of existing regulations will adversely affect us by imposing restrictions on our activities, products, and assets, creating new requirements for the issuance or renewal of environmental licenses and labor authorizations, resulting in licensing and operation delays, raising our costs or requiring us to engage in expensive reclamation efforts. All these factors may affect our practices and result in costs or expense increase, require us to new capital expenditures, restrict or suspend operations, write down or write off assets or reserves and resources.

We may pursue strategic acquisitions or investments. The failure of an acquisition or investment to produce the anticipated results, or the inability to integrate an acquired company fully, could harm our business.

We may actively pursue the acquisition of exploration, development and production assets consistent with our acquisition and growth strategy. From time to time, we may also acquire securities of or other interests in companies with respect to which it may enter into acquisitions or other transactions. Acquisition transactions involve inherent

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risks, including but not limited to: (i) accurately assessing the value, strengths, weaknesses, contingent and other liabilities and potential profitability of acquisition candidates; (ii) ability to achieve identified and anticipated operating and financial synergies; (iii) unanticipated costs; (iv) diversion of management attention from existing business; (v) potential loss of our key employees or key employees of any business acquired; (vi) unanticipated changes in business, industry or general economic conditions that affect the assumptions underlying the acquisition; and (vi) decline in the value of acquired properties, companies or securities.

To acquire properties and companies, we may be required to use available cash, incur debt, issue additional common shares or other securities, or a combination of any one or more of these. This could affect our future flexibility and ability to raise capital, to explore, develop and operate our properties and could dilute existing shareholders and decrease the trading price of the common shares. There is no assurance that when evaluating a possible acquisition, we will correctly identify and manage the risks and costs inherent in the business to be acquired. There may be no right for our shareholders to evaluate the merits or risks of any future acquisition undertaken by us, except as required by applicable laws and regulations.

Evaluating, negotiating, and completing an acquisition may also require substantial management time commitments, regardless of whether the acquisition is completed. The negotiation of potential acquisitions and the integration of acquired operations could disrupt our business by diverting management and employees’ attention away from day-to-day operations.

Any one or more of these factors or other risks could cause us not to realize the anticipated benefits of an acquisition of properties or companies and could have a material adverse effect on our financial condition.

Our reputation could be damaged, including as a result of the actual or perceived occurrence of any number of events, and could include any negative publicity, whether true or not, which could have an adverse impact on our financial performance, cash flows and growth prospects.

As a result of the increased usage and the speed and global reach of social media and other web-based tools used to generate, publish and discuss user-generated content and to connect with other users, companies today are at a much greater risk of losing control over how they are perceived in the marketplace. Damage to our reputation can be the result of the actual or perceived occurrence of any number of events, and could include any negative publicity, whether true or not. We place a great emphasis on protecting our image and reputation, but we do not ultimately have direct control over how it is perceived by others. Reputation loss may lead to increased challenges in developing and maintaining community relations, decreased investor confidence and an impediment to our overall ability to advance our projects, thereby having a material adverse impact on financial performance, cash flows and growth prospects.

Reputation loss, including reputation loss by other mining companies operating in jurisdictions where Aura operates, may result in decreased investor confidence, increased challenges in developing and maintaining community and stakeholder relations and an impediment to our overall ability to advance our projects and strategy, which could have a material adverse impact on our results of operations, financial condition and prospects. While we are committed to operating in a socially responsible manner, there is no guarantee that our efforts in this respect will mitigate this potential risk.

Changes and uncertainties in the tax system in the countries in which we have operations could materially adversely affect our financial condition and results of operations, and reduce net returns to our shareholders

Our taxes are affected by several factors, some of which are outside of our control, including the application and interpretation of the relevant tax laws and treaties. If our filing position, application of tax incentives or similar “holidays” or benefits were to be challenged for any reason, this could have a material adverse effect on our business, results of operations and financial condition.

We are subject to routine tax audits by various tax authorities. Tax audits may result in additional tax, interest payments and penalties which would negatively affect our financial condition and operating results. New laws and regulations or changes in tax rules and regulations or the interpretation of tax laws by the courts or the tax authorities may also have a substantial negative impact on our business. There is no assurance that our current financial condition will not be materially adversely affected in the future due to such changes.

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We are unable to predict what tax reform may be proposed or enacted in the future or what effect such changes would have on our business, but such changes, to the extent they are brought into tax legislation, regulations, policies or practices in jurisdictions in which we operate, could increase the estimated tax liability that we have expensed to date and paid or accrued on our balance sheets, and otherwise affect our financial position, future results of operations, cash flows in a particular period and overall or effective tax rates in the future in countries where we have operations, reduce post-tax returns to our shareholders and increase the complexity, burden and cost of tax compliance.

We incur increased costs as a result of operating as a public company.

We are a public company listed on stock exchanges in Canada and Brazil, and we have applied to list our common shares in the United States on the Nasdaq Global Select Market, and as a result, we incur significant legal, accounting and other expenses that we did not incur as a private company. As a public company listed on a stock exchange in the United States, we will be subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, as well as rules adopted, and to be adopted, by the SEC and Nasdaq. Our management and other personnel need to devote a substantial amount of time to these compliance initiatives and may not effectively or efficiently manage the transition into a public company. Moreover, we expect these rules and regulations to substantially increase our legal and financial compliance costs and to make some activities more time-consuming and costly. For example, we expect these rules and regulations to make it more difficult and more expensive for us to obtain director and officer liability insurance and we may be forced to accept reduced policy limits or incur substantially higher costs to maintain the same or similar coverage. We cannot predict or estimate the amount or timing of additional costs it may incur to respond to these requirements. The impact of these requirements could also make it more difficult for us to attract and retain qualified persons to serve on our Board of Directors, its board committees or as executive officers.

Members of our management team do not have experience managing a company publicly traded in the United States and complying with the increasingly complex laws pertaining to public companies in the United States. The additional demands associated with being a public company in the United States may disrupt regular operations of our business by diverting the attention of some of our senior management team away from revenue producing activities to management and administrative oversight, adversely affecting our ability to attract and complete business opportunities and increasing the difficulty in both retaining professionals and managing and growing our businesses. Our management team may not successfully or efficiently manage our transition to being a public company in the United States subject to significant regulatory oversight and reporting obligations under the U.S. federal securities laws and the continuous scrutiny of securities analysts and investors.

In addition, the public reporting obligations associated with being a public company in the United States may subject us to litigation as a result of increased scrutiny of our financial reporting. If we are involved in litigation regarding our public reporting obligations, this could subject us to substantial costs, divert resources and management attention from our business and seriously undermine our business.

Failure to comply with existing and future rules and obligations of the stock exchanges on which our securities are listed may subject us, our subsidiaries and/or members of our management team to, among other things, delisting, litigation, investigations, expenses, fines and other applicable sanctions.

Any of these effects could harm our business, financial condition and results of operations.

Adverse outcomes in legal proceedings could subject us to substantial damages and adversely affect our results of operations and profitability.

We are and may be party to civil, environmental, tax, labor, criminal, regulatory and administrative or legal proceedings, as well as arbitration and administrative proceedings. We cannot guarantee that the outcome will be favorable to us and that we have adequately recorded provisions for any such proceedings.

Decisions contrary to our interests that involve substantial amounts, especially in cases in which we have not recorded provisions or in which the amounts provisioned are lower than final adjudicated amounts and in which may prevent our conduct of business, may have an adverse effect on our results of operations and business. In addition, government authorities may have understandings or interpretations different than ours in connection with the conduct of our business and may subject us to contingencies for other reasons that require us to spend significant amounts or lead to the loss of grants from government authorities.

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Moreover, we may not have sufficient funds to post collateral or provide guarantees in judicial or administrative proceedings involving substantial amounts. Even if we do not post such collateral or provide guarantees, we will be liable for paying any amounts due pursuant to any unfavorable outcomes in legal proceedings. We cannot assure you that, if we cannot make such payments, our assets, including financial assets, will not be attached or that we will be able to obtain tax good-standing certificates, all of which may have a material adverse effect on our business, financial condition and results of operations.

See “Business — Legal Proceedings.”

We may identify material weaknesses in our internal control over financial reporting and, if we fail to maintain effective internal controls over financial reporting, we may be unable to accurately report our results of operations, meet our reporting obligations and/or prevent fraud.

Prior to this offering, we were not an SEC registrant and were not required to assess or report on the effectiveness of our internal control over financial reporting under the Sarbanes-Oxley Act of 2002.

In connection with the audit of our consolidated financial statements for the year ended December 31, 2024, our external auditors obtained an understanding of our internal controls relevant to their audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of our internal controls in accordance with the provisions of the Sarbanes-Oxley Act of 2002. During this process, a significant deficiency in our internal controls over financial reporting as of December 31, 2024, was identified, which was communicated to management.

The significant deficiency identified related to formal controls within the preparation and review of financial reporting. We are currently implementing remedial measures and will monitor and gather evidence over the coming months to evaluate their effectiveness.

If we fail to maintain the adequacy of our internal control over financial reporting, we may not be able to conclude on an ongoing basis that we have effective internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act of 2002. If we fail to maintain an effective internal control environment, we could suffer material misstatements in our financial statements, fail to meet our reporting obligations or fail to prevent fraud, which would likely cause investors to lose confidence in our reported financial information. This could, in turn, limit our access to capital markets, harm our results of operations, and lead to a decline in the trading price of our common shares. Additionally, ineffective internal control over financial reporting could expose us to increased risk of fraud or misuse of corporate assets and subject us to potential delisting from Nasdaq, regulatory investigations and civil or criminal sanctions.

We are subject to the Sarbanes-Oxley Act, which requires, among other things, that we establish and maintain effective internal control over financial reporting and disclosure controls and procedures. Under the current rules of the SEC, we are required to perform system and process evaluation and testing of our internal controls over financial reporting to allow management to assess their effectiveness. Our testing may in the future reveal deficiencies in our internal controls that are deemed to be material weaknesses or significant deficiencies and render our internal controls over financial reporting ineffective. If we or our management identifies material weaknesses or significant deficiencies in our internal controls over financial reporting that are deemed to be additional material weaknesses, the market price of our common shares may decline and we may be subject to investigations or sanctions by the SEC, the Financial Industry Regulatory Authority, Inc. or other regulatory authorities as well as result in litigation.

Disclosure controls and procedures over financial reporting may not prevent or detect all errors or acts of fraud.

Disclosure controls and procedures, including internal controls over financial reporting, are designed to provide reasonable assurance that information required to be disclosed by the company in reports filed or submitted under the Exchange Act is accumulated and communicated to management, and recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

These disclosure controls and procedures have inherent limitations, which include the possibility that judgments in decision-making can be faulty and result in errors or mistakes. Additionally, controls can be circumvented by any unauthorized override of the controls. Consequently, our business is exposed to risk from potential noncompliance with policies, employee misconduct, negligence and fraud, which could result in regulatory sanctions, civil claims

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and serious reputational or financial harm. In particular, it is not always possible to deter employee misconduct, and the precautions we take to prevent and detect this activity may not always be effective. Accordingly, because of the inherent limitations in the control system, misstatements due to error or fraud may occur and not be detected.

We may also acquire businesses with unknown liabilities, contingent liabilities, internal control deficiencies or other risks. We have plans and procedures to review potential acquisition candidates for a variety of due diligence matters, including compliance with applicable regulations and laws prior to acquisition. Despite these efforts, realization of any of these liabilities or deficiencies may increase our expenses, adversely affect our financial position or cause us to fail to meet our public financial reporting obligations (including as a result of difficulties in integrating different internal control systems with our existing internal control systems).

Our products are sold to a small number of large customers.

Currently, all gold ingots produced at the Apoena, Almas and Minosa mines are sold directly or indirectly to three customers; and up to 70,000 metric tons per annum of copper concentrates produced at the Aranzazu Mine are sold directly to Trafigura México, S.A. de C.V. These customers represent almost the totality of our revenue for the Minosa, Apoena and Almas mines and the Aranzazu Mine. For the year ended December 31, 2024, our largest clients, Auramet International LLC, Asahi Refining USA Inc. and Trafigura México, S.A. de C.V. represented 46.8%, 18.9% and 31.1% respectively of our revenue (36.2%, 21.4% and 40.7% in 2023 and 36.2% 22.1% and 39.2% in 2022).

If any of these customers delays any payments to us, our financial results may be adversely affected. In addition, although we believe there is a widely available market for the minerals we produce, if any of our regular customers reduces the volume of business they do with us or gives preference to other competitors, and we are not able to timely develop commercial relationships with other customers, this may cause disruption and result in an adverse effect on our business, financial condition, operating results and cash flow.

The transport and storage of our products through Honduras, Brazil, and Mexico give rise to risks, including theft, roadblocks and terrorist attacks, losses caused by adverse weather conditions, delays in delivery of shipments, and environmental liabilities.

The ingots and concentrates produced by us have significant value and are transported by road, by air, and/or by ship to refineries and smelters in local countries and overseas. The geographic location of our operating mines in Honduras, Brazil, and Mexico and the air and trucking routes taken through these countries to refinery, smelters and ports for delivery, give rise to risks, including theft, roadblocks and terrorist attacks, losses caused by adverse weather conditions, delays in delivery of shipments, and environmental liabilities in the event of an accident or spill.

Northwestern will beneficially own approximately % of our common shares. This concentration of ownership and voting power will limit your ability to influence corporate matters.

Immediately following this offering, Northwestern, a company controlled by Paulo Carlos de Brito, the chairman of our Board, will beneficially own approximately % (or % if the underwriters’ option to purchase additional common shares is exercised in full) of the issued and outstanding common shares. As a result, Northwestern has the power to exercise significant influence over matters requiring shareholder approval, including the election of directors, amendments to our constating documents, and certain transactions. Furthermore, we could be prevented from entering into transactions that could be beneficial to us or other shareholders or third parties could be discouraged from making an offer or take-over bid to acquire us at a price per common share that is above the then-current market price. In addition, if Northwestern were to sell a substantial amount of its common shares, the market price of the common shares could fall. The perception that such a sale would occur could also produce this effect.

We are subject to anticorruption, anti-bribery and anti-money laundering laws and regulations.

We are subject to various anticorruption, anti-bribery and anti-money laundering laws and regulations of Brazil and of other jurisdictions, including the United States, that prohibit, among other things, our involvement in improper payments to certain public officials for the purpose of obtaining advantages or in transferring the proceeds of criminal activities. We have programs designed to comply with new and existing legal and regulatory requirements. However, any errors, failures or delays in complying with anticorruption, anti-bribery and anti-money laundering laws and regulations could result in significant criminal and civil lawsuits, penalties, forfeiture of significant assets, or other enforcement actions, as well as reputational harm.

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Regulators may increase enforcement of these obligations, which may require us to further revise or expand our compliance program, including the procedures we use to verify the identity of our customers and to monitor our transactions. Regulators regularly reexamine the transaction volume thresholds at which we must obtain and keep applicable records or verify identities of customers, and any change in such thresholds could result in greater costs for compliance. Costs associated with fines or enforcement actions, changes in compliance requirements, or limitations on our ability to grow could harm our business and any new requirements or changes to existing requirements could impose significant costs, result in delays to planned product improvements, make it more difficult for new customers to join our network and reduce the attractiveness of our products and services.

Concessions, authorizations, licenses and permits are subject to expiration, limitation on renewal and various other risks and uncertainties.

Our operations depend on authorizations, concessions and licenses from governmental regulatory agencies and other authorities in the countries in which we operate. We are subject to laws and regulations in many jurisdictions that can change at any time, and changes in laws and regulations may require modifications to our technologies and operations and result in unanticipated capital expenditures. We are also exposed to political risk in our relationship with governmental and regulatory authorities that issue these authorizations, concessions and licenses.

Some of our mining concessions are subject to fixed expiration dates and might only be renewed a limited number of times for a limited period. Apart from mining concessions, we may need to obtain various authorizations, licenses and permits from governmental or other regulatory bodies in connection with the planning, maintenance, operation and closure of our mines and related logistics infrastructure, which may be subject to fixed expiration dates or periodic review or renewal. There is no assurance that renewals will be granted as and when sought, and there is no assurance that new conditions will not be imposed in connection with renewal. Fees for mining concessions might increase substantially due to the passage of time from the original issuance of each individual exploration license. If so, the costs of holding or renewing our mining concessions may render our business objectives unviable. Accordingly, we need to continually assess the mineral potential of each mining concession, particularly at the time of renewal, to determine if the costs of maintaining the concession are justified by the results of operations to date, and we might elect to let some of our concessions lapse. There can be no assurance that concessions will be obtained on terms favorable to us, or at all, for our future intended mining or exploration targets.

We are also subject to laws and regulations and acts by authorities, related to dams, caves, Indigenous People and Traditional Communities that may limit or modify our mining plans, impact our production volumes, costs and reserves and resources.

Furthermore, in Mexico, certain of our recently acquired concessions have not yet been registered with the Mining Public Registry of Mexico. While we acquired a legal title to these through rights assignment agreements, the absence of a current registration means that these rights may not be enforceable vis-à-vis third parties. Additionally, if we ultimately fail to obtain the registration, we may be unable to operate those mining concessions, which could have an adverse effect in our exploration operations at the Aranzazu Mine.

We may not be able to renew or obtain new mining concessions in the Municipalities of Concepción del Oroand Mazapil

On January 8, 2024, a decree was published in the Mexican Federation’s Official Gazette (Diario Oficial de la Federación), declaring the “Semidesierto Zacatecano” site, located in the municipalities of Mazapil, Concepción del Oro, and El Salvador in the state of Zacatecas, as a protected natural area for the protection of flora and fauna, encompassing a total area of 223,796-02-41.70 acres. The areas declared as protected partially include some of the lands in which we currently operate for exploration activities and, notably, do not cover the land corresponding to Macocozac I where we conduct extraction activities.

While our current mining operations in the Municipalities of Concepción del Oro and Mazapil remain unaffected, the renewal of our existing mining concessions, which will become due for renewal between 2029 and 2060, or our ability to obtain new concessions in the areas declared as protected would be denied as the declaration of a protected natural area restricts mining activities within the designated zone.

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Our Mexican subsidiary, Aranzazu Holding, as well as various other stakeholders, are currently contesting in court the application of this Decree, and Aranzazu Holding has obtained a favorable definitive injunction (suspension definitiva) that suspends the application of the decree to our operations, allowing our mining activities in the relevant areas to continue as usual, subject to the final court ruling.

If we do not obtain a favorable ruling in the final judgment, we may be unable to renew or obtain new mining concessions in the areas declared as protected, where we currently only conduct exploration activities. This could adversely impact our ability to implement expansion and development projects and could have a material adverse effect on our business, results of operations and financial condition.

Transitioning to a lower-carbon economy may entail extensive policy, legal, technology, and market changes to address mitigation and adaptation requirements related to climate change.

As a global mining company, we are exposed to various risks in the transition to a lower-carbon economy across our operations, supply chain, and downstream industries. These risks stem from commitments to reducing greenhouse gas (GHG) emissions in the short, medium, and long term, which requires us to make significant investments and incur significant expenses, as well as our ability to adapt during the economic transition needed to limit global warming.

As part of global value chains, and with evolving policy actions around climate change, we face uncertainty and potential misalignment between national and regional governments and sectoral actions. We are exposed to significant financial burdens to comply with and adapt to new regulations and standards. Our failure to make progress in these areas on a timely basis, or revisions of our initiatives and goals, could adversely affect our businesses, our access to capital and reputation.

We continuously monitor identified transition risks, as (i) the lack of incentives and technological transfer to decarbonize hard-to-abate sector in developing and emergent economies, (ii) carbon leakage due to economic protectionism and burdensome cost increase, (iii) reputational impact and climate litigation in case of non-achievement of commitments, and (iv) delays in the adoption of public policies related to the transition to a low-carbon economy, which could impact the demand for metals and minerals.

Our holding company structure makes us dependent on the operations of our subsidiaries.

Our holding company has no business operations of its own. The only material asset of our holding company is all of the outstanding capital stock of our operating subsidiaries. As such, we are dependent on the earnings and cash flow of, and dividends and distributions from, our operating subsidiaries to pay our expenses incidental to being a public holding company and to pay any cash dividend or distribution on our common shares, in each case that may be authorized by our Board of Directors.

Although we are not currently subject to legal or contractual restrictions which prevent us from being able to declare and pay dividends in accordance with our Dividend Policy, we may be adversely affected if the governments of the countries in which we operate impose legal restrictions or taxes on dividend distributions by our subsidiaries, and exchange rate fluctuations will affect the U.S. dollar value of any distributions our subsidiaries make with respect to our equity interests in those subsidiaries.

Risks Relating to the MSG Acquisition

Completion of the MSG Acquisition is subject to conditions, including certain terms that may not be satisfied or completed on a timely basis or at all.

Our ability to consummate the MSG Acquisition is subject to the fulfilment of certain conditions, many of which are beyond our control and may not be satisfied or completed on a timely basis or at all, such as the completion by AngloGold of an ongoing decommissioning of a legacy tailings dam storage facility, the completion of the transfer of certain subsidiaries of MSG to another entity in the seller’s group, anti-trust approval from the Brazilian antitrust authorities (Conselho Administrativo de Defesa Econômica — CADE), and no material adverse event occurring prior to closing, as defined in the Purchase Agreement.

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If the MSG Acquisition is not completed, without realizing any of the benefits of having completed the MSG Acquisition, we will be subject to a certain risks, including but not limited to:

• subject to limited exceptions, we will be required to pay our costs related to the MSG Acquisition, such as legal, and accounting expenses, whether or not the transactions are completed;

• time and resources committed by our management to matters related to the MSG Acquisition could otherwise have been devoted to pursuing other beneficial opportunities; and

• the market price of our common shares could decline to the extent that the current market price reflects a market assumption that the MSG Acquisition will be completed.

In addition to the above risks, if the Purchase Agreement is terminated and our board of directors seeks another acquisition, we cannot assure you that we will be able to find a party willing to enter into transactions similar to the MSG Acquisition.

We may not realize the benefits anticipated from the MSG Acquisition, which could adversely affect the price of our common shares.

The anticipated benefits from the MSG Acquisition are, necessarily, based on projections and assumptions of our management and of external advisors hired by us in connection with the acquisition, which may not materialize as expected or which may prove to be inaccurate. For instance, the expected mineral resources and mineral reserves, the optimization of productivity and other expected efficiencies. Our ability to achieve the anticipated benefits will depend on our ability to successfully and efficiently integrate the MSG mines with our business and carry out our business plan. We may face challenges with successfully integrating and recognizing the anticipated benefits of the MSG Acquisition once completed, including the following:

• potential disruption of, or reduced growth in, our existing mines and our projects, due to diversion of management attention and uncertainty with MSG;

• obligations that we will have to counterparties of MSG that arise as a result of the change in control of MSG;

• consolidating and integrating corporate, information technology, finance and administrative infrastructures, and integrating and harmonizing business and other back-office systems, which may be more difficult than anticipated;

• the occurrence of materials risks relating to MSG and the MSG Acquisition, including risks that we may not have identified as part of our due diligence;

• the loss of employees of MSG as a result of the MSG Acquisition;

• the assumption of and exposure to known and unknown contingent liabilities of MSG, including potential environmental and criminal liabilities and monitoring and liability for the (to be decommissioned) legacy tailings dam storage facility, in each case to which we may have no recourse to the sellers, as well as other risks in areas such as tax, real estate, mining, regulatory and ongoing litigations. Pursuant to the MSG Acquisition, we assume liability for environmental claims against the sellers which relate to MSG; and

• MSG is in the process of renewing its operational license, including an approval request of which would also allow tailings to be disposed of in former open pit mine. If the operating license, including the approval for the tailings disposal, is not approved in a timely manner, that can negatively affect the MSG operations.

If we do not effectively manage these issues and any other challenges inherent in integrating the new asset, we may fail to achieve the anticipated benefits of the acquisition, incur unanticipated expenses and charges and our operating results and the value of our common shares could be adversely affected.

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Risks Relating to the Countries in Which We Operate

We are subject to risks relating to our significant presence in Latin America, which has experienced, and may continue to experience, adverse economic or political conditions that may materially adversely impact our business, financial condition and results of operations.

Political and related legal and economic uncertainty may exist in the countries where we operate or may operate in the future. Our mineral exploration, development and mining activities may be adversely affected by political instability and changes to government regulation relating to the mining industry.

We conduct or participate in mining, development, exploration, and other activities through our subsidiaries in Colombia, Brazil, Mexico, Honduras and Guatemala, all of which are emerging markets. Investing in emerging markets generally involves risks.

Fluctuations in the economies of Latin American countries have historically experienced uneven periods of economic growth, recessions, periods of high inflation and economic instability, including as a result of actions adopted by the governments of Latin American countries have had and may continue to have a significant impact on our subsidiaries operating in those countries. Recently, the economic growth rates of the economies of many Latin American countries have slowed and some have entered mild recessions. Additionally, economic and political developments in Latin America, including future economic changes or crises (such as inflation, currency devaluation or recession), government deadlock, political instability, terrorism, civil strife, changes in laws and regulations (including a recent amendment to the Mexican constitution to significantly restructure the judiciary branch, by means of which all federal and local judges will be elected by popular vote), restrictions on the repatriation of dividends or profits, expropriation or nationalization of property, restrictions on currency convertibility, volatility of the foreign exchange market and exchange controls could impact our operations and/or the market value of our common shares and have a material adverse effect on our business, financial condition and results of operations.

In addition, we may encounter the following difficulties, among others, related to the foreign markets in which we currently operate or will operate in the future:

• expropriation or nationalization of property;

• changes in laws or policies or increasing legal and regulatory requirements of particular countries, including those relating to taxation, royalties, imports, exports, duties, currency, in-country beneficiation or other claims by government entities, including retroactive claims and/or changes in the administration of laws, policies and practices;

• uncertain political and economic environments, war, terrorism, sabotage and civil disturbances;

• lack of certainty with respect to legal systems, corruption and other factors that are inconsistent with the rule of law;

• delays in obtaining or the inability to obtain or maintain necessary governmental permits or to operate in accordance with such permits or regulatory requirements;

• restrictions on the ability of local operating companies to sell gold or other minerals offshore for U.S. dollars, and on the ability of such companies to hold U.S. dollars or other foreign currencies in offshore bank accounts;

• import and export regulations, including restrictions on the export of gold or other minerals;

• limitations on the repatriation of earnings;

• underdeveloped industrial or economic infrastructure;

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• internal security issues;

• increased financing costs;

• currency fluctuations;

• renegotiation, cancellation or forced modification of existing contracts; and

• risk of loss due to disease, and other potential medical endemic or pandemic issues, as a result of the potential related impact to employees, disruption to operations, supply chain delays, trade restrictions and impact on economic activity in affected countries or regions.

We cannot guarantee that changes will not be made in the government or laws of the jurisdictions in which our operations are located or changes in the regulatory environment for mining companies in general or companies not domiciled in these countries, which could adversely and materially affect us.

Illegal activity in the countries in which we operate could negatively impact our reputation and results of operations.

Our primary mineral exploration activities are conducted in Honduras, Brazil, Mexico, Guatemala, Colombia and the United States and we are exposed to various levels of political, economic and other risks and uncertainties. These risks include but are not limited to, hostage taking, murder, illegal mining, high rates of inflation, corruption of government officials, blackmail, extortion and other illegal activity. Corruption of foreign officials could affect or delay required permits, service levels by foreign officials, and protection by police and other government services.

We are required to comply with anti-corruption and anti-bribery laws, including the Criminal Code, the Canadian Corruption of Foreign Public Officials Act and the U.S. Foreign Corrupt Practices Act, as well as similar laws in the jurisdictions in which we conduct our business. In recent years, there has been a general increase in both the frequency of enforcement and the severity of penalties under such laws, resulting in greater scrutiny and punishment to companies convicted of violating anti-corruption and anti-bribery laws. Furthermore, a company may be found liable for violations not only by its employees, but also by its contractors and third-party agents. Although we have adopted steps to mitigate such risks, such measures may not always be effective in ensuring that we, our employees, contractors and third-party agents will comply strictly with such laws. If we find ourself subject to an enforcement action or are found to be in violation of such laws, this may result in significant penalties, fines and/or sanctions imposed on us resulting in a material adverse effect on our reputation and results of our operations.

While we take measures to protect both personnel and property, there is no guarantee that such measures will provide an adequate level of protection for us or our personnel. The occurrence of illegal activity against us or our personnel cannot be accurately predicted and could have an adverse effect on our operations.

Developments and the perceptions of risks in other countries, including other emerging markets, the United States and Europe, may harm the economies of the countries in which we operate and sell our products and the price of our common shares.

The market for securities offered by companies such as ours is influenced by economic and market conditions in Latin America and emerging markets, as well as the United States, Europe and other countries. To the extent the conditions of the global markets or economy deteriorate, our business may be adversely affected. The weakness in the global economy has been marked by, among other adverse factors, lower levels of consumer and corporate confidence, decreased business investment and consumer spending, increased unemployment, reduced income and asset values in many areas, reduction of China’s growth rate, currency volatility and limited availability of credit and access to capital. Developments or economic conditions in other emerging countries have at times significantly affected the availability of credit to companies with significant operations in Latin America and resulted in considerable outflows of funds from Latin America, decreasing the amount of foreign investments in Latin America, impacting overall growth expectations for the Latin American economies.

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Crises and political instability in other emerging market countries, the United States, Europe or other countries, including increased international trade tensions and protectionist policies, could decrease investor demand for securities offered by companies with significant operations in Latin America, such as our common shares. These developments, as well as potential crises and forms of political instability arising therefrom or any other as of yet unforeseen development, may harm our business and the price of our common shares. These developments, as well as potential crises and forms of political instability arising therefrom or any other as of yet unforeseen development, may adversely affect the United States and global economies and capital markets, which may, in turn, materially adversely affect the trading price of our common shares.

Exchange rate volatility in the countries which we conduct operations could materially adversely affect our financial condition and results of operations.

The currencies in the countries in which we operate have historically experienced frequent and substantial variations in relation to the U.S. dollar and other foreign currencies. Fluctuations in currency exchange rates may significantly impact our earnings and cash flows. The appreciation of the Honduran lempira, Brazilian real, Mexican peso and the Guatemalan quetzal against the US dollar would increase the cost of exploration, development and operation of our mineral properties located in Honduras, Brazil, Mexico and Guatemala which could have a material adverse effect on our financial condition, results of operations or cash flow results.

As of December 31, 2024, the U.S. dollar commercial selling rate published by the Central Bank of Brazil was R$6.1923 per US$1.00, which represented a 27.9% increase as compared to the selling rate of R$4.841 per US$1.00 as of December 31, 2023. As of December 31, 2024, the U.S. dollar commercial selling rate published by the Central Bank of Mexico (the FIX rate) was MXN20.8829 per US$1.00, which represented a 23.1% increase as compared to the selling rate of MXN16.9190 per US$1.00 as of December 31, 2023. As of December 31, 2024, the U.S. dollar commercial selling rated published by the Central Bank of Honduras was HNL25.5069 per US$1.00, which represented a 3% increase as compared to the selling rate of HNL24.7746 per US$1.00 as of December 31, 2023. Significant volatility in currency prices, among other factors, may also result in disruption of foreign exchange markets, which could limit our ability to transfer or to convert certain currencies into U.S. dollars and other currencies. The central banks and governments of the countries in which we operate may institute restrictive exchange rate policies in the future and impose taxes on foreign exchange transactions.

Disruption or volatility in global financial and credit markets could adversely affect the financial and economic environment in the countries in which we operate, most notably Brazil, Mexico, Honduras and Guatemala which could have a material adverse effect on our business, financial condition and results of operations.

Our operations are dependent upon the performance of the economies in which we do business, and Latin American economies in particular. Crises and volatility in the financial markets of countries other than those in Latin America may affect the global financial markets and the local economies and may have a negative impact on our operations.

As an example, there have been concerns over conflicts, unrest and terrorist threats in the Middle East, Europe and Africa, which have resulted in volatility in oil and other markets. The United States and China have recently been involved in controversy over trade barriers in China that threatened a trade war between the countries and have implemented or proposed to implement tariffs on certain imported products. Sustained tension between the United States and China over trade policies could significantly undermine the stability of the global economy and financial markets. Since 2022, the military conflict between the Russian Federation and Ukraine is contributing to further increases in the prices of energy, oil and other commodities and to volatility in financial markets globally, as well as a new landscape in relation to international sanctions. The global economy was also adversely affected by the ongoing conflict in the Middle East beginning in the second half of 2023. The war is causing a humanitarian crisis in the Gaza Strip and could lead to an escalation of the conflict in the region, rise in oil and gas prices, more inflationary pressures and market volatility. In tandem with the appreciation of the U.S. dollar, these increases could cause greater inflationary pressures and may hinder the economic recovery in Latin America.

Volatility and uncertainty in global financial and credit markets have generally led to a decrease in liquidity and an increase in the cost of funding for international issuers and borrowers. Such conditions may adversely affect our ability to access capital and liquidity on financial terms that are acceptable, if at all. If we are unable to access capital and liquidity on financial terms acceptable to us or at all, our financial condition and the results of our

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operations may be adversely affected. In addition, the economic and market conditions of other countries, including the United States, countries in the EU and emerging markets, may affect the volume of foreign investments in Latin America. If the level of foreign investment declines, our access to capital may likewise decline, which could negatively affect our business, ability to take advantage of strategic opportunities and, ultimately, the trading price of our common shares.

Governments have exercised, and continue to exercise, significant influence over the economies in which we operate. This influence, as well as political and economic conditions in the countries in which we operate, could have a material adverse effect on our business, financial condition and results of operations and the price of our common shares.

Governments in many of the markets in which we currently, or may in the future, operate frequently exercise significant influence over their respective economies and occasionally make significant changes in policy and regulations. Government actions to control inflation and other policies and regulations have often involved, among other measures, increases or decreases in interest rates, changes in fiscal policies, wage and price controls, foreign exchange rate controls, blocking access to banking accounts, currency devaluations, capital controls and import and export restrictions. We have no control over and cannot predict what measures or policies governments may take in the future. Our business and the market price of our common shares may be harmed by changes in government policies, as well as general economic factors, including, without limitation:

• growth or downturn of the relevant economy;

• interest rates and monetary policies;

• exchange rates and currency fluctuations;

• inflation;

• liquidity of the domestic capital and lending markets;

• import and export controls;

• exchange controls and restrictions on remittances abroad and payments of dividends;

• modifications to laws and regulations according to political, social and economic interests;

• fiscal policy, and changes in tax laws;

• economic, political and social instability, including general strikes and mass demonstrations;

• labor and social security regulations;

• energy and water shortages and rationing;

• the outbreak of any communicable diseases or any other public health crises;

• commodity prices; and

• other political, diplomatic, social and economic developments in or affecting the countries in which we operate.

Uncertainty over whether governments in Latin America will implement reforms or changes in policy or regulation affecting these or other factors in the future may affect economic performance and contribute to economic uncertainty in Latin America, which may have an adverse effect on our activities and consequently our results of operations, and may also adversely affect the trading price of our common shares.

In particular, Latin America’s political environment has historically influenced, and continues to influence, the performance of the region’s economy. Political crises have affected and continue to affect the confidence of investors and the general public, which have historically resulted in economic deceleration and heightened volatility in the securities offered by companies with significant operations in Brazil and other Latin American countries. The recent economic instability in Latin America has contributed to a decline in market confidence in the Latin American economies as well as to a deteriorating political environment.

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As has been true in the past, the current political and economic environment in Brazil and certain other Latin American countries has and is continuing to affect the confidence of investors and the general public, which has historically resulted in economic deceleration and heightened volatility in the securities offered by companies with significant operations in Brazil and elsewhere in Latin America, which may adversely affect us and our common shares.

Infrastructure and workforce deficiencies in the countries in which we operate may impact economic growth and have a material adverse effect on our business, financial condition and results of operations.

Our performance depends on the overall health and growth of the economies in which we operate. Growth is limited by inadequate infrastructure, including potential energy shortages and deficient transportation, logistics and telecommunication sectors, general strikes, the shortage of a qualified labor force and the lack of private and public investments in these areas, which limit productivity and efficiency. Any of these factors could lead to labor market volatility and generally impact income, purchasing power and consumption levels, which could limit growth and ultimately have a material adverse effect on us.

Inflation, government efforts to control inflation and changes in interest rates may hinder the growth of the economies of the countries in which we operate and could have a material adverse effect on us.

In the past, high levels of inflation have adversely affected the economies and capital markets of some of the countries in which we operate and have hampered the ability of their governments to create conditions that stimulate or maintain economic growth. For example, the Brazilian government’s measures to fight inflation, principally through the Central Bank of Brazil, have had significant effects on the Brazilian economy and our business, and can continue to do so. Tight monetary policies with high compulsory reserve requirements may restrict Brazil’s growth and the availability of credit, reduce our loan volumes and increase our loan loss provisions. Conversely, less strict government and Central Bank of Brazil policies and interest rate decreases may trigger increases in inflation and, consequently, growth volatility and the need for sudden and significant interest rate increases, which could negatively affect our spreads.

For example, on March 17, 2021, the Central Bank of Brazil began to rapidly raise the Brazilian base interest rate, or “SELIC,” first to 2.75% and then by the end of the year to 9.25% on December 8, 2021. In 2022, the Central Bank of Brazil continued to raise the rate, reaching a peak of 13.75% on August 3, 2022, where it remained stable. On August 2, 2023, the Central Bank of Brazil reversed this trend by lowering the SELIC rate to 13.25%, and continued a pattern of reductions ultimately reducing it to 10.50% on May 8, 2024. However, on September 18, 2024, the Central Bank of Brazil began to increase rates again, increasing the SELIC rate first back to 10.75%. As of the date of this prospectus, the SELIC rate is now 14.75%. Inflation adversely affects our personnel and other administrative expenses that are directly or indirectly tied to inflation indexes, such as the consumer price index (Índice de Preços ao Consumidor — Amplo), or “IPCA”, and the general index of market prices (Índice Geral de Preços-Mercado), or “IGPM.”

Inflation, government measures to curb inflation, and speculation related to possible measures regarding inflation may significantly contribute to uncertainty regarding the economies in which we operate and weaken investors’ confidence in these countries. Future governmental actions, intervention in the foreign exchange market, and actions to adjust or fix the value of the local currency, may trigger increases in inflation and adversely affect the performance of the economy as a whole. Furthermore, high rate of inflation, compounded by high and increasing interest rates, declining consumer spending and increasing unemployment, may have a material adverse impact on the economies in which we operate in as a whole, as well as on us.

Credit rating downgrading of the countries in which we operate could reduce the trading price of our common shares.

We may be harmed by investors’ perceptions of risks related to sovereign debt credit rating of the countries in which we operate. Rating agencies regularly evaluate those countries and their sovereign credit ratings, which are based on a number of factors including macroeconomic trends, fiscal and budgetary conditions, indebtedness metrics and the perspective of changes in any of these factors.

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Risks Relating to Our Common Shares and the Offering

We have broad discretion in the use of the net proceeds from this offering and may not use them effectively.

Our management will have broad discretion in the application of the net proceeds from this offering and could use the proceeds in ways that do not improve our results of operations or enhance the value of our common shares. The failure by our management to apply these funds effectively could result in financial losses that could have a material adverse effect on our business, financial condition and results of operations. Pending their use, we may invest the net proceeds from this offering in a manner that does not produce income or that loses value. See “Use of Proceeds.

As a foreign private issuer, we have different disclosure, Nasdaq corporate governance standards and other requirements than U.S. domestic registrants.

As a foreign private issuer, we are subject to different disclosure and other requirements than domestic U.S. registrants. For example, as a foreign private issuer, in the United States, we are not subject to the same disclosure requirements as a domestic U.S. registrant under the Exchange Act, including the requirements to prepare and issue quarterly reports on Form 10-Q or to file current reports on Form 8-K upon the occurrence of specified significant events, the proxy rules applicable to domestic U.S. registrants under Section 14 of the Exchange Act or the insider reporting and short-swing profit rules applicable to domestic U.S. registrants under Section 16 of the Exchange Act. In addition, we rely on exemptions from certain U.S. corporate governance-related rules that permit us to follow home country legal requirements rather than certain of the requirements that are applicable to U.S. domestic registrants. See “Management — Foreign Private Issuer Status” and “Description Of Shares — Memorandum and Articles of Association” for more information.

Furthermore, foreign private issuers are required to file their annual report on Form 20-F within 120 days after the end of each fiscal year, while U.S. domestic issuers that are accelerated filers are required to file their annual report on Form 10-K within 75 days after the end of each fiscal year. Foreign private issuers are also exempt from Regulation Fair Disclosure, aimed at preventing issuers from making selective disclosures of material information. As a result of the above, even though we are required to furnish reports on Form 6-K disclosing the limited information that we have made or are required to make public pursuant to home country law, or are required to distribute to shareholders generally, and that are material to us, including pursuant to the rules of any stock exchange on which our securities are listed, you may not receive information of the same type or amount that is required to be disclosed to shareholders of a U.S. company.

Moreover, we are not required to file periodic reports and financial statements with the SEC as frequently or within the same time frames as U.S. companies with securities registered under the Exchange Act. We currently prepare our financial statements in accordance with IFRS Accounting Standards. We will not be required to file financial statements prepared in accordance with or reconciled to U.S. GAAP so long as our financial statements are prepared in accordance with IFRS Accounting Standards.

We cannot predict if investors will find our common shares less attractive because we rely on these exemptions. If some investors find our common shares less attractive as a result, there may be a less active trading market for our common shares and our share price may be more volatile.

We may lose our foreign private issuer status which would then require us to comply with the Exchange Act’s domestic reporting regime and cause us to incur significant legal, accounting and other expenses.

In order to maintain our current status as a foreign private issuer, either (a) more than 50% of the voting power of all our outstanding classes of voting securities (on a combined basis) must be either directly or indirectly owned of record by non-residents of the United States or (b)(1) a majority of our executive officers or directors must not be U.S. citizens or residents; (2) more than 50% of our assets cannot be located in the United States; and (3) our business must be administered principally outside the United States. We intend to monitor the composition of our shareholder base to determine whether we meet these criteria. If we lose this status, we would be required to comply with the Exchange Act reporting and other requirements applicable to U.S. domestic issuers, which are more detailed and extensive than the requirements for foreign private issuers. We may also be required to make changes in our corporate governance practices in accordance with various SEC and Nasdaq rules, and report our financial

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statements in accordance with U.S. GAAP, which may differ materially from IFRS Accounting Standards, all of which may involve time, effort and additional costs to implement. The regulatory and compliance costs to us under U.S. securities laws if we are required to comply with the reporting requirements applicable to a U.S. domestic issuer may be significantly higher than the costs we incur as a foreign private issuer.

As an “emerging growth company” (as defined in the JOBS Act), we will have reduced disclosure and other requirements that are different than U.S. domestic registrants and non-emerging growth companies.

The JOBS Act contains provisions that, among other things, relax certain reporting requirements for emerging growth companies. Under this act, as an emerging growth company, we will not be subject to the same disclosure and financial reporting requirements as nonemerging growth companies. For example, as an emerging growth company we are permitted to, and intend to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies. Also, we will not have to comply with future audit rules promulgated by the U.S. Public Company Accounting Oversight Board, or “PCAOB”, (unless the SEC determines otherwise) and our auditors will not need to attest to our internal controls under Section 404(b) of the Sarbanes-Oxley Act. We may follow these reporting exemptions until we are no longer an emerging growth company. As a result, our shareholders may not have access to certain information that they deem important. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual revenues of at least US$1.235 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common shares that is held by nonaffiliates exceeds US$700.0 million as of the prior June 30, and (2) the date on which we have issued more than US$1.0 billion in nonconvertible debt during the prior three-year period. Accordingly, the information about us available to you will not be the same as, and may be more limited than, the information available to shareholders of a nonemerging growth company. We could be an “emerging growth company” for up to five years, although circumstances could cause us to lose that status earlier, including if the market value of our common shares held by nonaffiliates exceeds US$700 million as of any June 30 (the end of our second fiscal quarter) before that time, in which case we would no longer be an “emerging growth company” as of the following December 31 (our fiscal year end). We cannot predict if investors will find our common shares less attractive because we may rely on these exemptions. If some investors find our common shares less attractive as a result, there may be a less active trading market for our common shares and the price of our common shares may be more volatile.

If securities analysts do not publish research or reports about our business or if they downgrade our common shares or securities issued by other companies in our sector, the price and trading volume of our common shares could decline.

A trading market for our common shares on Nasdaq may not develop. Furthermore, any future trading market for our common shares may be affected in part by the research and reports that industry and financial analysts come to publish about us or our business after we become an independent listed company. We do not control these analysts. Furthermore, if one or more of the analysts downgrade our common shares or our industry and change their views regarding the shares of any of our competitors or other companies in our sector, or publish inaccurate or unfavorable research about our business, the market price of our common shares could decline.

An active trading market for our securities may not be sustained, and investors may not be able to resell our common shares at or above the price for which they purchased such securities.

Our common shares are currently listed on the TSX and our BDRs on the B3. In addition, we have applied to list our common shares on Nasdaq. The listing of our common shares and BDRs does not guarantee that a liquid market for our common shares will develop or be sustained or that we will be able to maintain our listings on the TSX, the B3 and Nasdaq (if approved). No assurance can be provided as to the demand for or trading price of our common shares following completion of this offering.

An active trading market for our common shares may not be sustained. In the absence of an active trading market for our common shares, investors may not be able to sell our common shares at or above the price they paid at the time that they would like to sell. If either none or only a limited number of securities or industry analysts maintain coverage, or if these securities or industry analysts are not widely respected within the general investment

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community, the demand for our common shares could decrease, which might cause our share price and trading volume to decline significantly. In addition, an inactive market may impair our ability to raise capital by selling shares or equity securities and may impair our ability to acquire business partners by using common shares as consideration, which, in turn, could harm our business.

The market price of our equity securities may be volatile, and your investment could suffer or decline in value.

The stock exchanges, including TSX and B3 (and, if approved, Nasdaq) on which certain of our securities are listed as described elsewhere herein, may from time to time be subject to large fluctuations beyond our control which may result in losses to investors. The price of our securities is likely to be significantly affected by short-term changes in gold and/or copper prices or in our financial condition or results of operations as reflected in our quarterly and annual reports. Other factors unrelated to our performance that may have an effect on the price of our securities include the following: levels of supply and demand for our products and for a broad range of other industrial products; expectations with respect to the rate of inflation; the relative strength of certain currencies; interest rates; speculative activities; transportation restrictions; global or regional political or economic crises; government policy changes, including taxes and tariffs; trade disputes or the potential for trade disputes; the extent of analytical coverage available to investors concerning our business may be limited if investment banks with research capabilities do not continue to follow our securities; the lessening in trading volume and general market interest in our securities may affect an investor’s ability to trade significant numbers of common shares; and the size of our public float may limit the ability of some institutions to invest in our securities. Even if an active, liquid and orderly trading market is sustained for our common shares, the market price of our common shares may be volatile and could decline significantly.

In addition, if our performance does not meet market expectations, the price of our securities may decline. Fluctuations in the price of our securities could contribute to the loss of all or part of your investment. Factors affecting the trading price of our common shares may also include:

• actual or anticipated fluctuations in our quarterly financial results or the quarterly financial results of companies perceived to be similar to us;

• changes in the market’s expectations about operating results;

• our operating results failing to meet market expectations in a particular period;

• operating and stock price performance of other companies that investors deem comparable to us;

• changes in laws and regulations affecting our business;

• commencement of, or involvement in, litigation involving us;

• changes in our capital structure, such as future issuances of securities or the incurrence of debt;

• any significant change in our board or management;

• sales of substantial amounts of our common shares by our directors, executive officers or significant shareholders or the perception that such sales could occur; and

• general economic and political conditions such as recessions, interest rates, fuel prices, international currency fluctuations and acts of war or terrorism.

Broad market and industry factors may depress the market price of our common shares irrespective of our operating performance. The stock market in general has experienced price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the particular companies affected. The trading prices and valuations of these stocks, and of our securities, may not be predictable. A loss of investor confidence in the market for companies engaging in the mining industry or the stocks of other companies which investors perceive to be similar to us could depress the price of our common shares regardless of our business, prospects, financial conditions or results of operations. A decline in the market price of our common shares also could adversely affect our ability to issue additional securities and our ability to obtain additional financing in the future.

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Moreover, in the past, following periods of volatility in the trading price of a company’s securities, securities class action litigation has often been instituted against that company. If we were to be involved in any similar litigation, we could incur substantial costs and our management’s attention and resources could be diverted, which would have a material adverse effect on us.

As a result of any of these factors, the market price of our securities at any given point in time may not accurately reflect our long-term value. Securities class action litigation often has been brought against companies following periods of volatility in the market price of their securities. We may in the future be the target of similar litigation. Securities litigation could result in substantial costs and damages and divert management’s attention and resources.

The economic value of your investment may be diluted.

We may, from time to time, need additional funds to implement our growth strategy, acquire target companies or otherwise conduct our activities and we may issue additional common shares. Any additional funds obtained by such a capital increase may dilute your interest in our company or decrease the market price of our common shares.

Holders of our common shares may not receive any dividends.

We adopted a Dividend Policy, which was amended in 2024. See “Dividends and Dividend Policy.”

The declaration of dividends under the Dividend Policy is subject to the discretion of the Board, having regard to the best interests of the Company and the limitations imposed by the solvency tests contained in our memorandum of association and articles of association and other requirements of applicable corporate law. Nothing in the Dividend Policy shall restrict the discretion of the Board from authorizing sustaining capital expenditures or exploration capital expenditures that the Board deems to be in the best interests of the Company. These expenditures may limit future amounts of dividends payable under the Dividend Policy. There can be no assurance that dividends will continue to be paid in the future or on the same terms as have been previously paid by us.

Furthermore, although we are not currently subject to restrictions which prevent us from being able to declare and pay dividends in accordance with our Dividend Policy, in the future payments of dividends could be limited by covenants in debt instruments we have entered into or will enter into, such as covenants on restricted payments, or minimum debt ratios, liquidity or free cash flow.

Moreover, our ability to pay dividends may be limited by our subsidiaries’ ability to pay dividends to us. For instance, our operating subsidiaries may not pay dividends or distribute funds to us because, for example, they may not generate sufficient cash or profit; local laws may be enacted that restrict or prohibit them from issuing dividends or making distributions, or if the governments of the countries in which they operate impose legal restrictions or taxes on dividend distributions. Dividends from our subsidiaries are also subject to exchange rate fluctuations that will affect the U.S. dollar value of any distributions our subsidiaries make with respect to our equity interests in those subsidiaries.

Although we intend to pay dividends in accordance with our Dividend Policy, we are under no legal obligation to do so. Shareholders have no contractual or other legal right to require us to declare dividends and our Board may determine not to pay dividends, or to amend our Dividend Policy, in its sole discretion.

United States civil liabilities and certain judgments obtained against us by our shareholders may not be enforceable.

We are a British Virgin Islands company and substantially all of our assets are located outside of the United States. In addition, the majority of our directors and officers are nationals and residents of countries other than the United States, and a substantial portion of the assets of these persons is located outside of the United States. As a result, it may be difficult to effect service of process within the United States upon these persons. It may also be difficult to enforce in U.S. courts judgments obtained in U.S. courts based on the civil liability provisions of the U.S. federal securities laws against us and our officers and directors who are not resident in the United States and the substantial majority of whose assets are located outside of the United States.

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Further, it is unclear if original actions predicated on civil liabilities based solely upon U.S. federal securities laws are enforceable in courts outside the United States, including in the British Virgin Islands. Courts of the British Virgin Islands may not, in an original action in the British Virgin Islands, recognize or enforce judgments of U.S. courts predicated upon the civil liability provisions of the securities laws of the United States or any state of the United States on the grounds that such provisions are penal in nature. Although there is no statutory enforcement in the British Virgin Islands of judgments obtained in the United States, courts of the British Virgin Islands will recognize and enforce a foreign judgment of a court of competent jurisdiction if such judgment is final, for a liquidated sum, provided it is not in respect of taxes or a fine or penalty, is not inconsistent with a British Virgin Islands judgment in respect of the same matters, and was not obtained in a manner which is contrary to the public policy of the British Virgin Islands. In addition, a British Virgin Islands court may stay proceedings if concurrent proceedings are being brought elsewhere.

We may be or become a “passive foreign investment company,” or a PFIC, which could result in adverse U.S. federal income tax consequences to U.S. Holders of common shares.

In general, a non-U.S. corporation is a PFIC for U.S. federal income tax purposes for any taxable year in which, after the application of certain look-through rules with respect to its subsidiaries, either (i) 50% or more of the value of its assets (generally determined on the basis of a quarterly average) consists of assets that produce, or are held for the production of, passive income, or (ii) 75% or more of its gross income consists of passive income. Passive income generally includes dividends, interest, certain royalties and rents, and gains from the disposition of passive assets. Cash and cash equivalents are passive assets.

Based on the expected market price of our common shares following this offering, the manner in which we currently conduct our business, and the composition of our income and assets, including goodwill, we do not believe we were a PFIC in the prior taxable year ending December 31, 2024, and do not expect to be a PFIC for our current taxable year or in the foreseeable future. However, because our PFIC status for any taxable year is an annual determination that can be made only after the end of that year and will depend on the composition of our income and assets and the value of our assets from time to time (including the value of goodwill, which may be determined in large part by reference to the market price of our common shares from time to time, which could be volatile), there can be no assurances that we will not be a PFIC for the current or any future taxable year, and our U.S. counsel expresses no opinion with respect to our PFIC status, or with respect to our expectations regarding our PFIC status in the current or any future taxable year.

If we are a PFIC for any taxable year during which a U.S. Holder (as defined herein) owns our common shares, we generally would continue to be treated as a PFIC with respect to that U.S. Holder for all succeeding years during which the U.S. Holder holds our common shares, even if we ceased to meet the threshold requirements for PFIC status. Such a U.S. Holder generally will be subject to adverse U.S. federal income tax consequences, including increased tax liability on disposition gains and certain “excess distributions” and additional reporting requirements. Prospective holders of our common shares should consult their tax advisers regarding the application of the PFIC rules to us and the risks of owning equity securities in a company that may be a PFIC. See “Taxation — Material U.S. Federal Income Tax Considerations for U.S. Holders — Passive Foreign Investment Company Rules.”

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Special Note Regarding Forward-Looking Statements

This prospectus contains estimates and forward-looking statements subject to risks and uncertainties, principally in “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business.” Some of the matters discussed concerning our business operations and financial performance include estimates and forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are forward-looking statements.

Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by the Company, are inherently subject to significant business, economic and competitive uncertainties and contingencies. Our estimates and forward-looking statements may be influenced by the following factors, among others:

• the volatility of commodity prices, especially gold and copper;

• the presence of and continuity of metals at our projects at modeled grades;

• the capacities of various machinery and equipment;

• the availability of personnel, machinery and equipment at estimated prices, including our ability to attract and retain a qualified management team and other team members while controlling our labor costs;

• fluctuations in interest, inflation and exchange rates in the countries in which we operate;

• metals and minerals sales prices, appropriate discount rates, as well as our expectations regarding our operating and net profit margins;

• tax rates and royalty rates applicable to the mining operations, including changes in taxes or other fiscal assessment;

• cash costs; anticipated mining losses and dilution;

• metals recovery rates, reasonable contingency requirements; our expected ability to develop adequate infrastructure at a reasonable cost;

• our expected ability to develop our projects including financing such projects; and receipt of regulatory approvals on acceptable terms.

• general economic, political, social and business conditions in the countries in which we operate, including the impact of the current international economic environment and the macroeconomic conditions in those countries;

• economic developments and perception of risk in other countries, including a global downturn;

• our ability to innovate and respond to technological advances and changing market needs and customer demands;

• any failures to adequately protect ourselves against risks relating to cybersecurity;

• our ability to protect personal data; and

• other risk factors as set forth under “Risk Factors” in this prospectus.

Forward-looking statements relate to future events or future performance and reflect our current estimates, predictions, expectations or beliefs regarding future events and include, without limitation, statements with respect to: expected production from, and the further potential of our properties; our ability to achieve our longer-term outlook and the anticipated timing and results thereof; the ability to lower our costs and increase production; the economic viability of a project; strategic plans, including our plans with respect to its properties; amounts of mineral reserves and mineral resources; the amount of future production over any period; capital expenditure and mine production costs; the outcome of mine permitting and other required permitting; the outcome of legal

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proceedings which involve us; information with respect to the future price of copper, gold, silver and other minerals; estimated mineral reserves and mineral resources; our exploration and development program; estimated future expenses; exploration and development capital requirements; the amount of waste tons mined; the amount of mining and haulage costs; operating costs; strip ratios and mining rates; expected grades and ounces of metals and minerals; expected processing recoveries; expected time frames; prices of metals and minerals; mine life; gold hedge programs; our ability to successfully maintain operations at its producing assets, or to restart these operations efficiently or economically, or at all; and our ability to continue as a going concern. Often, but not always, forward-looking statements may be identified by the use of words such as “expects”, “anticipates”, “plans”, “projects”, “estimates”, “assumes”, “intends”, “strategy”, “goals”, “objectives” or variations thereof or stating that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved, or the negative of any of these terms and similar expressions.

Estimates and forward-looking statements are intended to be accurate only as of the date they were made, and we undertake no obligation to update or to review any estimate and/or forward-looking statement because of new information, future events or other factors. Estimates and forward-looking statements involve risks and uncertainties and are not guarantees of future performance. Our future results may differ materially from those expressed in these estimates and forward-looking statements. You should therefore not make any investment decision based on these estimates and forward-looking statements.

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Use of Proceeds

We estimate that the net proceeds to us from the sale of our common shares in this offering will be approximately US$ , based upon the last reported trading price of our common shares on the TSX as set forth on the cover page of this prospectus, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. If the underwriters’ option to purchase additional common shares from us is exercised in full, we estimate that the net proceeds to us would be approximately US$ , after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

The principal purposes of this offering are to transfer our principal listing venue to a stock exchange in the United States equity market, which we believe will increase the liquidity of our common shares, as well as strengthen and diversify our shareholder base through broader access to global capital markets.

In addition to the listing, we intend to use the net proceeds from the primary offering to continue strengthening our business, which includes:

• % funding the component of the upfront cash payment for the MSG Acquisition, upon and subject to closing, and any potential incremental capital expenditures required at MSG, as well as;

• % providing incremental liquidity and financial flexibility to support the execution of our current strategic growth initiatives, including, but not limited to:

• % for the potential advancement of our current development projects, such as Era Dorada and Matupá, as well as exploration-stage projects, such as Carajás;

• % for initiatives to expand production capacity, including potential expansion at Borborema and Almas and the potential development of Almas’ underground project;

• % for exploration initiatives to expand mineral reserves and resources of our portfolio; and

• % for the pursuit of potential acquisitions.

However, other than for the upfront cash payment for the MSG Acquisition, we do not currently have a specific plan with estimated amounts for how we intend to allocate proceeds for each of the identified purposes. While we currently anticipate that we will use the net proceeds from this offering as described above, there may be circumstances where a reallocation of funds is necessary. The amounts and timing of our actual expenditures will depend upon numerous factors, including the factors described under “Risk Factors” in this prospectus, and the occurrence of unforeseen events or changed business conditions could result in the application of the net proceeds of this offering in a manner other than as described above. Accordingly, our management will have flexibility in applying the net proceeds from this offering. An investor will not have the opportunity to evaluate the economic, financial or other information on which we base our decisions on how to use the proceeds.

Pending our use of the net proceeds from this offering, we intend to invest the net proceeds in a variety of capital preservation investments, including but not limited to short-term, investment-grade, interest-bearing instruments and U.S. government securities. No assurance can be given that we will invest the net proceeds from this offering in a manner that produces income or that does not result in a loss in value.

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Dividend and Dividend Policy

Our dividend policy, or the “Dividend Policy,” is to declare a quarterly dividend based on 20% of our estimated Adjusted EBITDA less sustaining capital expenditures and exploration capital expenditures, in each case for such quarter, payable as cash dividends to holders of our common shares. We expect to declare and pay dividends four times each year, based on the results for the prior quarter, with a record date that is no less than seven business days after the date of the press release announcing our financial results for each calendar quarter.

Dividend Policy

However, the declaration of dividends is subject to the discretion of the Board, having regard to the best interests of the Company and the limitations imposed by the solvency tests contained in the Company’s memorandum of association and articles of association and other requirements of applicable corporate law. Nothing in the Dividend Policy shall restrict the discretion of the Board from authorizing sustaining capital expenditures or exploration capital expenditures that the Board deems to be in the best interests of the Company. These expenditures may limit future amounts of dividends payable under the Dividend Policy.

Moreover, our ability to pay dividends may be limited by our subsidiaries’ ability to pay dividends to us. See “Risk Factors — Risks Relating to Our Business and Industry — Our holding company structure makes us dependent on the operations of our subsidiaries.”

There are presently no contractual limitations preventing us from paying dividends nor have governments of the countries in which our subsidiaries operate imposed legal restrictions on dividend distributions, in each case that prevent us from being able to pay dividends consistent with our Dividend Policy.

Although we intend to pay a quarterly dividend based on 20% of our estimated Adjusted EBITDA less sustaining capital expenditures and exploration capital expenditures, we are under no legal obligation to do so. Shareholders have no contractual or other legal right to require us to declare dividends and our Board may determine not to pay dividends, or to amend our Dividend Policy, in its sole discretion. We currently budget our capital expenditures having regard to the dividends we expect to pay under our Dividend Policy. However, the declaration of dividends is subject to the discretion of the Board, having regard to the best interests of the Company and the limitations imposed by our governing documents and applicable corporate law. As part of its determination, the Board must balance the payment of dividends against capital needs, financial leverage and our liquidity. Nothing in the Dividend Policy restricts the discretion of the Board from authorizing sustaining capital expenditures or exploration capital expenditures that the Board deems to be in the best interests of the Company, which may impact our ability to declare and pay dividends in accordance with our Dividend Policy.

Our Dividend Policy is described on our investor relations website at https://www.auraminerals.com/. The information contained on our website, any website mentioned in this prospectus, or any website directly or indirectly linked to these websites is not part of, and is not incorporated by reference in, this prospectus.

History of Payment of Dividends

The following table summarizes our dividend payments for the periods indicated:

	For the year ended December 31,
	2024	2023	2022
	(in millions of US$, except as otherwise indicated)
Total dividend distributed	42.7	28.2	20.2

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Capitalization

The following table sets forth our total capitalization, defined as our current loans and debentures, non-current loans and debentures and our shareholders’ equity and total capitalization as of March 31, 2025 as follows:

• on an actual basis;

• as adjusted, to give effect to the sale and issuance by us of common shares in this offering, based upon the assumed public offering price based upon the last reported trading price of our common shares on the TSX as set forth on the cover page of this prospectus, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us, and assuming no exercise of the underwriters’ option to purchase additional common shares.

The as adjusted information set forth in the table below is illustrative only and will be adjusted based on the actual public offering price and other terms of this offering determined at pricing. You should read this table together with our consolidated financial statements and related notes, and the sections titled “Selected Consolidated Financial and Other Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” that are included elsewhere in this prospectus.

	As of March 31, 2025
	Actual	As Adjusted ‎
	(in US$ millions, except share and per share data)‎
Loans and debentures (current)	100.9
Loans and debentures (non-current)	366.8
Total shareholders’ equity	139.9
Total capitalization(1)(2)	607.6

____________

(1) Each US$1.00 increase (decrease) in the offering price per common share would increase (decrease) our total capitalization and total equity by US$ million (assuming the option to purchase additional common shares is not exercised).

(2) Total capitalization is the sum of our current loans and debentures, non-current loans and debentures and shareholders’ equity.

Other than as set forth above, there have been no material changes to our capitalization since March 31, 2025.

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Dilution

If you invest in our common shares in this offering, your ownership interest will be diluted to the extent of the difference between the public offering price per common shares and the pro forma as adjusted net tangible book value per common shares immediately after this offering. Net tangible book value dilution per share to new investors represents the difference between the amount per share paid by purchasers of our common shares in this offering and the pro forma as adjusted net tangible book value per common shares immediately after completion of this offering.

Net tangible book value per share is determined by dividing our total assets (excluding goodwill and other intangible assets) less our total liabilities by the number of our shares outstanding. Our historical net tangible book value as of March 31, 2025 was US$ million, or US$ per share. Our pro forma as adjusted net tangible book value as of March 31, 2025 was US$ million, or US$ per share, based on the total number of common shares outstanding as of March 31, 2025, after giving effect to the aggregate amount of US$ in dividends paid to our shareholders on , 2025.

After giving effect to the sale by us of common shares in this offering at the assumed public offering price based upon the last reported trading price of our common shares on the TSX as set forth on the cover page of this prospectus, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us and giving effect to the aggregate amount of US$ in dividends paid to our shareholders on , 2025, our pro forma as adjusted net tangible book value as of March 31, 2025 would have been US$ , or US$ per share. This represents an immediate increase in pro forma net tangible book value of US$ per share to our existing shareholders and an immediate dilution in pro forma net tangible book value of US$ per share to investors purchasing common shares in this offering at the assumed public offering price.

The following table illustrates this dilution to new investors purchasing common shares in this offering:

Assumed public offering price per share		US$
Pro forma net tangible book value per share as of March 31, 2025		US$
Increase in pro forma net tangible book value per share attributable to new investors purchasing common shares in this offering		US$
Pro forma as adjusted net tangible book value per share immediately after this offering		US$
Dilution in pro forma net tangible book value per common share to new investors in this offering		US$

Each US$1.00 increase or decrease in the assumed public offering price based upon the last reported trading price of our common shares on the TSX as set forth on the cover page of this prospectus, would increase or decrease, as applicable, our pro forma as adjusted net tangible book value per share to new investors by US$ , and would increase or decrease, as applicable, dilution per share to new investors purchasing common shares in this offering by US$ , assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. Similarly, each increase or decrease of 1.0 million shares in the number of common shares offered by us would increase or decrease, as applicable, our pro forma as adjusted net tangible book value by approximately US$ per share and increase or decrease, as applicable, the dilution to new investors purchasing common shares in this offering by US$ per share, assuming the assumed public offering price remains the same, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us.

If the underwriters’ option to purchase additional common shares from us is exercised in full, the pro forma as adjusted net tangible book value per share of our common shares, as adjusted to give effect to this offering, would be US$ per share, and the dilution in pro forma net tangible book value per share to new investors purchasing common shares in this offering would be US$ per common share.

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Market Information

The information concerning the TSX and B3 markets set forth below has been prepared based on materials obtained from public sources.

Overview

Our common shares are listed on the Toronto Stock Exchange, or the “TSX” under the ticker symbol “ORA,” and our Brazilian Depositary Receipts, or “BDRs” (each three BDRs representing one common share) are listed on the B3 S.A. — Brasil, Bolsa, Balcão, or the “B3” under the ticker symbol “AURA33.”

On , 2025, the last reported sales price of our common shares on the TSX was C$ per common share (equivalent to approximately US$ per common share based on the exchange rate of C$ per US$1.00 reported by the Bank of Canada on the same date) and on the B3 was R$ per BDR (equivalent to approximately US$ per BDR using the commercial selling rate for U.S. dollars as reported by the Central Bank of Brazil on the same day).

We have applied to list our common shares on the Nasdaq Global Select Market under the symbol “AUGO.”

Performance of Our Common Shares on the TSX

The following table shows the minimum, maximum and closing trading prices and average trading volumes of our common shares on the TSX for the periods indicated, as reported by Bloomberg:

	Price (C$)			Average Trading Volume(1)
	Maximum	Minimum	Closing	Average Trading Volume(1)
Five most recent full fiscal years:
Year ended December 31, 2024	18.78	8.28	17.70	30,133
Year ended December 31, 2023	12.14	8.26	9.23	50,633
Year ended December 31, 2022	13.14	6.60	7.93	69,041
Year ended December 31, 2021	17.26	9.95	10.50	68,682
Year ended December 31, 2020(2)	17.65	1.72	14.85	56,988

Year ended December 31, 2024:
Quarter ended December 31, 2024	18.78	15.02	17.70	39,296
Quarter ended September 30, 2024	16.49	11.98	16.17	40,156
Quarter ended June 30, 2024	13.18	10.18	11.51	30,150
Quarter ended March 31, 2024	10.45	8.28	10.45	10,620

Six most recent months ending:
May 31, 2025	32.05	25.00	28.01	124,984
April 30, 2025	28.50	22.18	28.50	74,988
March 31, 2025	28.00	21.54	28.00	103,955
February 28, 2025	22.56	20.24	22.32	80,838
January 31, 2025	18.99	16.62	18.99	51,886
December 31, 2024	18.78	16.53	17.70	41,531

____________

(1) Volume = Average of daily volume.

(2) On August 11, 2020, we announced that holders as at the close of business on August 20, 2020 would receive an additional 14 common shares for each one common share held as of that date.

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Performance of Our BDRs on the B3

The following table shows the minimum, maximum and closing trading prices and average trading volumes of our BDRs (each three BDRs representing one common share) on the B3 for the periods indicated, as reported by Bloomberg.

	Price (R$)			Average Trading Volume(1)
	Maximum	Minimum	Closing	Average Trading Volume(1)
Five most recent full fiscal years:
Year ended December 31, 2024(2)	26.24	10.17	25.01	255,459
Year ended December 31, 2023	14.17	9.93	11.67	245,668
Year ended December 31, 2022	18.00	9.00	10.00	453,768
Year ended December 31, 2021	23.08	14.33	15.00	526,122
Year ended December 31, 2020	22.13	16.00	20.23	355,315

Year ended December 31, 2024:
Quarter ended December 31, 2024	26.24	20.48	25.01	244,028
Quarter ended September 30, 2024(2)	22.00	15.99	20.45	256,341
Quarter ended June 30, 2024	17.44	12.33	15.83	354,603
Quarter ended March 31, 2024	12.43	10.17	12.43	163,542

Six most recent months ending:
May 31, 2025	44.45	33.60	38.16	308,369
April 30, 2025	39.44	31.45	39.18	357,300
March 31, 2025	37.50	29.04	36.50	304,856
February 28, 2025	30.41	26.70	30.40	223,169
January 31, 2025	25.98	23.21	24.71	176,724
December 31, 2024	26.24	23.48	25.01	249,888

____________

(1) Volume = Average of daily volume.

(2) On July 5, 2024, we announced a forward split of our BDRs on the basis of three BDRs for each one BDR then outstanding. Prior to the BDR split, each BDR represented one common share, and following the split, each three BDRs represent one common share.

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Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and the notes thereto included elsewhere in this prospectus, as well as the information presented under “Presentation of Financial and Other Information” and “Summary Consolidated Financial and Other Data.” The following discussion contains forward-looking statements that involve risks and uncertainties. Our actual results and the timing of events may differ materially from those expressed or implied in such forward-looking statements as a result of various factors, including those set forth in “Cautionary Statement Regarding Forward-Looking Statements” and “Risk Factors.”

Overview

We are an Americas gold and copper production company with a significant portfolio of mining operations. Our mission is to deliver long-term value by unlocking operational efficiencies, responsibly growing our portfolio with a focus on return on invested capital, responsible mining practices and a commitment to sustainability. We operate with a decentralized culture, supported by a lean corporate team that ensures agile and dynamic management and decision-making processes, focused on high operational sustainability compliance standards.

We believe that our success as a gold and copper mining company is the result of a combination of strategic acquisitions, mine expansions and development and efficiency improvements. Backed by a traditional Brazilian family of seasoned gold-focused entrepreneurs and mine developers, as well as a new management team, we have undergone a significant transformation since 2016, enhancing our profitability, replenishing resources and even extending the life-of-mine (LOM) across our operating assets, while also facilitating inorganic expansion — consistently guided by a disciplined commitment to value creation and sustainable growth.

We have a track record of expanding and building new mines on-time and on-budget, with ramp-up capabilities, consistent cash flow generation and dividend payments while delivering an attractive return on investment. Our disciplined cost management ensures efficiency in reserve development while we strive to serve as the benchmark for operational security and excellence in project development. Strategically, we prioritize high-IRR (Internal Rate of Return) growth opportunities, balancing capital appreciation with reliable dividend distributions.

We currently operate four wholly-owned operating mines and one mine in ramp-up phase. Our operating mines are the Aranzazu copper-gold-silver mine in Mexico, the Apoena and Almas gold mines in Brazil and the Minosa gold mine in Honduras. Additionally, we own and operate the Borborema gold mine in Brazil, which is currently in its ramp-up phase and is expected to achieve commercial production by the third quarter of 2025.

In addition to our operating mines, our main development projects are the Era Dorada gold project in Guatemala and the Matupá gold project in Brazil. Era Dorada is considered an exploration stage property under S-K 1300. We have significant exploration potential, owning over 563,558 hectares of mineral rights, and we are currently advancing multiple near-mine and regional targets along with the Carajás (Serra da Estrela) copper project in the prolific Carajás region of Brazil.

Operating Results

The following discussion of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and the related notes thereto included elsewhere in this prospectus. The preparation of the consolidated financial statements referred to in this section required the adoption of assumptions and estimates that affect the amounts recorded as assets, liabilities, revenue and expenses in the years and periods presented and are subject to certain risks and uncertainties. Our future results may vary substantially from those indicated as a result of various factors that affect our business, including, among others, those mentioned in the sections “Forward-Looking Statements,” “Presentation of Financial and Other Information” and “Risk Factors,” and other factors discussed elsewhere in this prospectus. Our consolidated financial statements for the years ended December 31, 2024, 2023 and 2022 have been prepared in accordance with IFRS Accounting Standards.

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Key Financial and Operating Metrics

	As of and for the three months ended March 31,‎				As of and for the year ended December 31,‎
Financial Data	2025		2024		2024‎		2023‎		2022‎
	(in US$ millions, except percentages)‎
IFRS Accounting Standards Measures
Revenue	161.8		132.1		594.2‎		416.9		392.7
Net cash generated by operating activities	41.2		25.9		222.2		124.9		96.4
Gross Profit	78.4		46.7		251.3		126.0		125.7
(Loss)/Profit for the year	(73.2	)	(9.2	)	(30.3	)	31.9		66.5
Loans and debentures (current)	100.9		n.m.		82.0		82.9		73.2
Loans and debentures (non-current)	366.8		n.m.		361.1		250.7		140.8
Shareholder’s Equity	139.9		n.m.		223.0		314.8		310.1
Non-IFRS Accounting Standards Measures
Adjusted EBITDA(1)	81.4		52.8		266.8		134.1		133.8
Adjusted EBITDA Margin(2)	50.3	%	40.0	%	44.9	%‎	32.2	%‎	34.1	%‎
Net Debt(3)	271.9		n.m.		188.1		85.2		77.4
Adjusted Free Cash Flow(4)	29.1		13.5		178.2		80.4		57.5
Cash Conversion(5)	35.7	%	25.4	%	66.8	%	60.0	%	43.0	%
Adjusted Capex(6)	12.1		12.4		43.9		44.5		38.9

____________

(1) We calculate Adjusted EBITDA as (Loss) profit for the year, plus income taxes, plus finance expenses, less other (expense) income, less Change in estimation for mine closure and restoration for properties in care & maintenance, plus depletion and amortization. See “Presentation of Financial and Other Information — Special Note Regarding Non-IFRS Accounting Standards Financial Measures” for additional information and “Summary Consolidated Financial and Other Data — Reconciliation of Non-IFRS Accounting Standards Financial Measures” for a reconciliation to the applicable IFRS Accounting Standards measure.

(2) We calculate Adjusted EBITDA Margin for a given year as Adjusted EBITDA divided by revenue for the respective year. See “Presentation of Financial and Other Information — Special Note Regarding Non-IFRS Accounting Standards Financial Measures” for additional information and “Summary Consolidated Financial and Other Data — Reconciliation of Non-IFRS Accounting Standards Financial Measures” for a reconciliation to the applicable IFRS Accounting Standards Financial Measure.

(3) We calculate Net Debt as loans and debentures (current) plus loans and debentures (non-current) plus/(less) Derivative Financial Instrument (Swap — Aura Almas (Itaú Bank) and Swap — Aura Almas (BTG Bank)) less cash and cash equivalents less restricted cash. See “Presentation of Financial and Other Information — Special Note Regarding Non-IFRS Accounting Standards Financial Measures” for additional information and “Summary Consolidated Financial and Other Data — Reconciliation of Non-IFRS Accounting Standards Financial Measures” for a reconciliation to the applicable IFRS Accounting Standards measure.

(4) We calculate Adjusted Free Cash Flow as net cash generated by operating activities less Adjusted Capex. See “Presentation of Financial and Other Information — Special Note Regarding Non-IFRS Accounting Standards Financial Measures” for additional information and “Summary Consolidated Financial and Other Data — Reconciliation of Non-IFRS Accounting Standards Financial Measures” for a reconciliation to the applicable IFRS Accounting Standards measure.

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(5) We calculate Cash Conversion as net cash generated by operating activities less Adjusted Capex divided by Adjusted EBITDA. See “Presentation of Financial and Other Information — Special Note Regarding Non-IFRS Accounting Standards Financial Measures” for additional information and “Summary Consolidated Financial and Other Data — Reconciliation of Non-IFRS Accounting Standards Financial Measures” for a reconciliation to the applicable IFRS Accounting Standards Financial Measure.

(6) We calculate Adjusted Capex as the sum of purchases of Property, plant and equipment related to the Minosa Mine, Apoena Mine, Aranzazu Mine and Almas Mine segments, deducted from purchases of Property, plant and equipment of these segments we define as expansion capex. See “Presentation of Financial and Other Information — Special Note Regarding Non-IFRS Accounting Standards Financial Measures” for additional information and “Summary Consolidated Financial and Other Data — Reconciliation of Non-IFRS Accounting Standards Financial Measures” for a reconciliation to the applicable IFRS Accounting Standards Financial Measure.

The table below summarizes the main operational indicators for the periods indicated:

	For the three months ended March 31,		For the year ended December 31,‎
	2025	2024	‎2024‎	‎2023‎	‎2022‎
Operating Data
Gold ore processed (tonnes)	2,814,423	2,861,857	11,603,697	9,413,503	6,999,096
Gold bullion produced (ounces)	39,631	43,186	169,673	129,738	129,890
Gold bullion sold (ounces)	60,491	69,086	172,184	128,230	131,860
Copper ore processed (tonnes)	289,210	303,144	1,228,601	1,210,462	1,219,703
Copper concentrate produced (dry metric tonnes “DMT”)	18,848	18,933	77,640	72,973	75,625
Realized average gold price per ounce sold, net (in U.S. dollars)(1)	2,786/oz	1,999/oz	2,308/oz	1,872/oz	1,736/oz
Total Production (Gold Equivalent Ounces)(2)	60,087	68,187	267,232	235,856	241,421

____________

(1) We calculate realized average gold price per ounce sold, net as revenue divided by ounces of gold sold.

Our Mines

For the three months ended March 31, 2025 and year ended December 31, 2024, our primary source of revenue was from the sale of gold and copper mined from Aranzazu, Apoena, Minosa and Almas. In the three months ended March 31, 2025, we sold a total of 60,491 ounces of doré gold bars (compared to 69,086 ounces in the same period in 2024) at an average realized gold price per ounce sold, net of US$2,786 (US$1,999 per ounce in the same period in 2024), and 8 million pounds of copper contained in concentrate (compared to 9 million pounds in the same period in 2024). In the year ended December 31, 2024, we sold a total of 172,184 ounces of doré gold bars (compared to 128,230 ounces in 2023) at an average realized gold price per ounce sold, gross of US$2,671 (US$1,943 per ounce in 2023), and 37.0 million pounds of copper contained in concentrate (compared to 36.6 million pounds in 2023). We have access to worldwide gold and copper concentrate markets and are not reliant on a specific purchaser for the sale of gold. In 2024, 94% of the copper concentrate produced in Aranzazu was sold to Trafigura.

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The following tables set out our key operating results by segment for the periods indicated:

	For the three months ended March 31, 2025
	Revenues	Cost of goods sold, except depletion and amortization		Depletion and amortization		Gross profit	Operating income/(loss)		(Loss)/Profit for the period
	(in thousands of US$)
Aranzazu Mine	50,262	(23,815	)	(6,467	)	19,980	17,497		9,508
Apoena Mine	26,353	(11,555	)	(3,549	)	11,249	9,824		4,599
Minosa Mine	48,062	(20,135	)	(1,341	)	26,586	25,215		17,441
Almas Mine	37,127	(14,007	)	(2,507	)	20,613	19,573		11,070
Borborema Project	—	—		—		—	14		(3,406	)
Total reportable segments	161,804	(69,512	)	(13,864	)	78,428	72,123		39,212
All other segments	—	—		—		—	(4,707	)	(112,461	)
Total	161,804	(69,512	)	(13,864	)	78,428	67,416		(73,249	)

	For the three months ended March 31, 2024
	Revenues	Cost of goods sold, except depletion and amortization		Depletion and amortization		Gross profit	Operating income/(loss)		(Loss)/Profit for the period
	(in thousands of US$)
Aranzazu Mine	44,162	(23,289	)	(5,575	)	15,298	12,876		7,617
Apoena Mine	26,007	(9,520	)	(6,415	)	10,072	9,047		4,686
Minosa Mine	37,647	(23,146	)	(896	)	13,605	12,455		6,298
Almas Mine	24,262	(13,693	)	(2,863	)	7,706	6,639		3,611
Borborema Project	—	—		—		—	(142	)	(5,950	)
Total reportable segments	132,078	(69,648	)	(15,749	)	46,681	40,875		16,262
All other segments	—	—		—		—	(4,415	)	(25,479	)
Total	132,078	(69,648	)	(15,749	)	46,681	36,460		(9,217	)

	For the year ended December 31, 2024
	Revenues	Cost of goods sold, except depletion and amortization		Depletion and amortization		Gross profit	Operating income/(loss)		(Loss)/Profit for the year
	(in thousands of US$)
Aranzazu Mine	196,787	(94,198	)	(25,538	)	77,051	65,235		28,539
Apoena Mine	90,273	(46,398	)	(16,477	)	27,398	23,879		4,913
Minosa Mine	177,692	(88,999	)	(5,873	)	82,820	77,330		48,363
Almas Mine	129,411	(51,451	)	(13,959	)	64,001	60,059		24,383
Borborema Project	—	—		—		—	(1,154	)	(16,041	)
Total reportable segments	594,163	(281,046	)	(61,847	)	251,270	225,349		90,157
All other segments	—	—		—		—	(19,983	)	(120,428	)
Total	594,163	(281,046	)	(61,847	)	251,270	205,366		(30,271	)

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	For the year ended December 31, 2023
	Revenues	Cost of goods sold, except depletion and amortization		Depletion and amortization		Gross profit	Operating income/(loss)		(Loss)/Profit for the year
	(in thousands of US$)
Aranzazu Mine	176,814	(87,168	)	(20,391	)	69,255	58,479		43,076
Apoena Mine	83,784	(51,865	)	(17,554	)	14,365	9,292		(4,388	)
Minosa Mine	122,046	(82,893	)	(5,325	)	33,828	28,996		15,048
Almas Mine	34,250	(22,135	)	(3,546	)	8,569	6,485		10,891
Borborema Project	—	—		—		—	(1,086	)	(45	)
Total reportable segments	416,894	(244,061	)	(46,816	)	126,017	102,166		64,582
All other segments	—	—		—		—	(15,141	)	(32,702	)
Total	416,894	(244,061	)	(46,816	)	126,017	87,025		31,880

	For the year ended December 31, 2022
	Revenues	Cost of goods sold, except depletion and amortization		Depletion and amortization		Gross profit	Operating income/(loss)		(Loss)/Profit for the year from continued operation
	(in thousands of US$)
Aranzazu Mine	163,808	(78,380	)	(22,211	)	63,217	55,499		44,609
Apoena Mine	120,263	(65,717	)	(17,157	)	37,389	31,991		16,881
Minosa Mine	108,628	(77,541	)	(6,000	)	25,087	20,273		18,042
Almas Mine	—	—		—		—	(2,523	)	(5,674	)
Total reportable segments	392,699	(221,638	)	(45,368	)	125,693	105,240		73,858
All other segments	—	—		—		—	(17,009	)	(17,611	)
Total	392,699	(221,638	)	(45,368	)	125,693	88,231		56,247

The following tables set outs our key operating KPIs by segment for the periods indicated. Only the segments with revenue are included below as the other segments do not have meaningful KPIs.

	For the three months ended March 31,‎
	2025‎			‎2024
	GEO Sold	Cash costs per GEO sold(1)	All in sustaining cash costs per GEO sold(2)	GEO Sold	Cash costs per GEO sold(1)‎	All in sustaining cash costs per GEO sold(2)‎
Aranzazu	20,455	1,164	1,545	25,103	926	1,263
Apoena	9,408	1,228	2,041	12,860	741	1,207
Minosa	17,526	1,149	1,249	19,228	1,187	1,289
Almas	13,101	1,069	1,195	11,895	1,151	1,422
Total/Average(3)	60,491	1,149	1,461	69,086	1,003	1,287

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	For the year ended December 31,‎
	‎2024‎			‎2023‎			‎2022‎
	GEO Sold‎	Cash costs per GEO sold(1)	All in sustaining cash costs per GEO sold(2)	GEO Sold	Cash costs per GEO sold(1)	All in sustaining cash costs per GEO sold(2)	GEO Sold	Cash costs per GEO sold(1)	All in sustaining cash costs per GEO sold(2)
Aranzazu	97,649	965	1,308	105,694	825	1,080	115,355	680	914
Apoena	39,019	1,189	1,833	44,324	1,170	1,822	68,394	961	1,254
Minosa	79,036	1,126	1,205	66,101	1,254	1,357	63,466	1,222	1,342
Almas	54,129	950	1,139	17,805	1,243	1,522	—	—	—
Total/Average(3)	269,833	1,042	1,320	233,923	1,043	1,333	247,215	897	1,118

____________

(1) Cash costs per gold equivalent ounce sold is calculated as costs of goods sold less depletion and amortization divided by gold equivalent ounces sold. See “Presentation of Financial and Other Information — Special Note Regarding Non-IFRS Accounting Standards Financial Measures” for additional information and “Summary Consolidated Financial and Other Data — Reconciliation of Non-IFRS Accounting Standards Financial Measures” for a reconciliation to the applicable IFRS Accounting Standards measure.

(2) All in sustaining cash costs per gold equivalent ounce sold (AISC) is calculated as the cost of goods sold less depletion and amortization, plus Adjusted Capex, plus general and administrative expenses from the Minosa Mine, Apoena Mine, Aranzazu Mine and Almas Mine segments less depreciation and amortization from the Minosa Mine, Apoena Mine, Aranzazu Mine and Almas Mine less care and maintenance expenses from the Minosa Mine, Apoena Mine, Aranzazu Mine and Almas Mine less corporate cost sharing expenses from the Minosa Mine, Apoena Mine, Aranzazu Mine and Almas Mine plus lease payments divided by gold equivalent ounces sold. See “Presentation of Financial and Other Information — Special Note Regarding Non-IFRS Accounting Standards Financial Measures” for additional information and “Summary Consolidated Financial and Other Data — Reconciliation of Non-IFRS Accounting Standards Financial Measures” for a reconciliation to the applicable IFRS Accounting Standards measure.

(3) The average Cash costs per gold equivalent ounce sold and the average All in sustaining cash costs per gold equivalent ounce sold are calculated by determining the total Cash costs and total All in sustaining cash costs for all mining operations and dividing that by the total GEO sold.

Aranzazu

The Aranzazu Mine is an underground copper mine that produces gold and silver as a by-product. It is located within the Municipalities of Concepcion del Oro and Mazapil in the State of Zacatecas, Mexico, near the northern border with the State of Coahuila. The property is situated in a rugged mountainous area and can be accessed from either the city of Zacatecas, located 250 km to the southwest, or from the city of Saltillo, located 112 km to the northeast in the State of Coahuila.

The table below sets out additional selected operating information for Aranzazu for the periods indicated.

	For the three months ended March 31,				For the year ended December 31,
Operating Statistics	2025		2024		2024		2023		2022
Ore mined (tonnes)(1)	295,698		297,923		1,219,011		1,217,412		1,217,829
Ore processed (tonnes)(2)	289,210		303,144		1,228,601		1,210,462		1,219,703
Copper grade (%)(3)	1.48	%	1.51	%	1.50	%	1.51	%	1.46	%
Gold grade (g/tonnes)(3)	0.84		0.83		0.83		0.87		0.86
Silver grade (g/tonnes)(3)	22.16		21.57		21.64		20.55		18.88
Copper recovery(4)	89.7	%	90.2	%	90.8	%	91.0	%	91.2	%
Gold recovery(4)	81.2	%	80.9	%	81.2	%	81.3	%	80.8	%
Silver recovery(4)	63.4	%	64.3	%	63.0	%	63.4	%	62.7	%

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	For the three months ended March 31,				For the year ended December 31,
Operating Statistics	2025		2024		2024		2023		2022
Concentrate production
Copper concentrate produced (DMT)(5)	18,848		18,933		77,640		72,973		75,625
Copper contained in concentrate (%)(6)	20.4	%	21.9	%	21.6	%	22.8	%	21.5	%
Gold contained in concentrate (g/DMT)(6)	10.52		10.71		10.6		11.7		11.2
Silver contained in concentrate (g/DMT)(6)	216.0		222.6		216.1		216.2		191.7
Copper pounds produced (‘000 Lb)(7)	8,461		9,132		36,988		36,684		35,799
Total production (Gold equivalent oz – GEO)	20,456		25,001		97,558		106,119		111,531
Copper equivalent pounds produced and sold (‘000 Lb)(8)	13,718		13,536		56,053		53,745		52,327

____________

(1) Ore mined (tonnes) represents the total quantity of mineralized material extracted from open pit or underground operations, measured in metric tonnes, regardless of whether it is processed or not during the period. This metric provides to investors insight into the scale of mining operations and the Company’s ability to access ore for processing, which is a leading indicator of future production and management monitors ore mined to assess mining productivity and ensure alignment with mine plans, budgets and production targets.

(2) Ore processed (tonnes) refers to the volume of ore sent to the processing plant during the period, measured in metric tonnes. The metric is important to investors because it reflects the operational throughput and capacity utilization of the processing plant and is directly linked to metal production output for a given period and is useful to management to evaluate plant performance, identify bottlenecks and optimize plant utilization in accordance with the mine plan.

(3) Copper Grade (%); Gold Grade (g/tonne); and Silver Grade (g/tonne) represents the average concentration of copper, gold, and silver within the ore processed during the period, expressed as a percentage for copper and grams per tonne for gold and silver. Grades are a fundamental driver of revenue and profitability, as higher-grade ores yield more payable metal per tonne processed for investors understanding and management monitors grade to optimize ore blending and mine planning activities and measure performance against budget and plant feed planning.

(4) Copper Recovery (%); Gold Recovery (%); and Silver Recovery (%) represents the percentage of total metal content in the processed ore that is recovered into the final product (e.g., concentrate or dore). Recovery rates reflect and indicate to investors the effectiveness of processing operations and directly influence overall production and cost-efficiency and management tracks recovery performance to identify metallurgical issues, improve process control and optimize reagent use and throughput, as well measure performance against budget.

(5) Copper Concentrate Produced (DMT) is the total dry metric tonnes (DMT) of copper concentrate produced, which includes not only copper but also associated gold and silver by-products. It provides to investors a direct measure of output from the processing plant and is a precursor to sales and revenue recognition and management uses concentrate production data to track operational output, schedule shipments, and forecast revenues and to measure performance against budget.

(6) Copper Contained in Concentrate (%); Gold Contained in Concentrate (g/DMT); and Silver Contained in Concentrate (g/DMT) are the average concentration of copper (as a percentage), and gold and silver (in grams per DMT) in the produced concentrate. They provide insights to investors into product quality and expected payable metal content, which impact the realized pricing and revenue and management reviews contained metals in concentrate to assess product quality, optimize metallurgy, and maximize sales value, and to measure performance against budget.

(7) Copper Pounds Produced (‘000 Lb) represents the total payable copper content produced, expressed in thousands of pounds, derived from copper concentrate production. It provides to investors a standard unit for comparing production performance with other copper producers and tracking overall output for the Company and management uses this to assess copper production performance and track progress against budget. It does not include the conversion of the value of gold and silver produced and sold into an equivalent amount of copper. It does not include the conversion of the value of gold and silver produced and sold into an equivalent amount of copper.

(8) Copper Equivalent Pounds Produced and Sold (‘000 Lb) are calculated by converting the value of gold and silver produced and sold into an equivalent amount of copper, based on realized prices, expressed in thousands of pounds. It provides to investors a comprehensive view of production and sales in a copper-equivalent format, useful for analyzing performance in a multi-metal portfolio and management monitors copper equivalent production and sales to assess performance consistency against budget.

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Operating information for Aranzazu for the three months ended March 31, 2025 and 2024 is as follows:

• For the three months ended March 31, 2025, ore mined was 295,698 tonnes, which was stable when compared to 297,923 tonnes for the three months ended March 31, 2024, and in line with the plan defined for the year.

• For the three months ended March 31, 2025, copper, gold, and silver grades reached 1.48% Cu, 0.84 g/t Au and 22.16 g/t Ag respectively, which comparatively were 1.51% Cu, 0.83 g/t Au, and 21.57 g/t Ag for the three months ended March 31, 2024, in line with mine planning.

• For the three months ended March 31, 2025, production of GEO was 20,456, reflecting an 18% decrease compared to the first three months ended March 31, 2024 at current prices (spot prices).

• For the three months ended March 31, 2025, as a result of lower sales volume and an increase in the current prices, revenues reached US$50.3 million, an increase of 14% compared to the corresponding period of 2024.

Operating information for Aranzazu for the years ended December 31, 2024 and 2023 is as follows:

• In 2024, ore mined was 1,219,011 tonnes, which was stable when compared to 1,217,412 tonnes in 2023, and in line with the plan defined for the year.

• In 2024, copper, gold, and silver grades reached 21.6% Cu, 10.6 g/t Au and 216.1 g/t Ag respectively, which comparatively were 22.8% Cu, 11.7 g/t Au, and 216.2 g/t Ag in 2023, in line with the mine planning, partially compensated by improvements in metal recoveries.

• In 2024, production of GEO was 97,558, reflecting an 8.1% decrease compared to 2023 at current prices (spot prices). However, at constant metal prices, production remained stable compared to 2023, due to the relative increase in gold prices compared to copper prices during 2024.

• In 2024, as a result of stable metal production at constant metal prices and an increase in the current prices, revenues reached US$196.8 million, an increase of 11% compared to the previous year.

Apoena

Apoena is located in Mato Grosso, Brazil, approximately 450 km west of Cuiabá, the state capital, and 12 km from the town of Pontes e Lacerda. The complex consists of a processing plant fed by satellite mines such as Lavrinha, Japonês, Ernesto and Nosde, all of which are under operation.

The table below sets out selected operating information for the mines at commercial stage at the Apoena Project for the periods indicated.

	For the three months ended March 31,				For the year ended December 31,‎
Operating Statistics	2025		2024		2024‎		2023‎		2022‎
Ore mined (tonnes)(1)‎	449,008		553,810		2,134,095		965,651		1,144,424‎
Waste mined (tonnes)‎(2)	3,548,735		3,656,199		14,119,865		11,519,038		13,723,665‎
Total mined (tonnes)‎(3)	4,318,920		4,210,009		16,253,960		12,484,689		14,868,089‎
Waste to ore ratio(4)	7.90		6.60		6.62		11.93		11.99‎
Ore plant feed (tonnes)‎(5)	357,420		374,363		1,421,126		1,505,630		‎1,513,713‎
Grade (g/tonne)‎(6)	0.81		1.11		0.9		1.01		‎1.53‎
Recovery (%)‎(7)	95.3	%	91.2	%	91	%	92	%	‎93	%‎
Production (ounces)‎	8,876		12,105		37,173		46,006		‎68,451‎
Sales (ounces)‎	9,408		12,860		39,019		44,324		‎68,394‎

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(2) Waste mined (tonnes) represents the total quantity of material that is extracted from open pit or underground operations that is not itself valuable and is discarded, measured in metric tonnes. This metric provides information to investors in assessing the efficiency of the mining operation and management uses to optimize operations, ensure environmental responsibility and manage costs.

(3) Total mined (tonnes) refers to the sum of volume of ore mined and waste mined during the period, measured in metric tonnes. The metric is important to investors because it reflects to the operational throughput and capacity utilization of the mine and is useful to management to evaluate mine performance, identify bottlenecks, optimize the mine plan and evaluate performance against the Company’s budget

(4) Waste to ore ratio refers to the amount of tonnes of waste material that needs to be removed in order to extract one tonne of ore and is calculated as the ratio of the volume of waste mined to the volume of ore extracted. This metric provides investors to assess the efficiency of a mining operation and management uses to optimize operations, manage costs and evaluate performance against the Company’s budget.

(5) Ore plant feed (tonnes) refers to the total amount of ore that is fed into the processing plant for extraction and is measured in tonnes. It is important to investors to assess the mine’s production capacity, potential revenue and overall performance and management to optimize operations, control costs, efficiency and evaluate performance against the Company’s budget.

(6) Grade (g/tonne) represent the average concentration of copper, gold, and silver within the ore processed during the period, expressed as a percentage for copper and grams per tonne for gold and silver. Grades are a fundamental driver of revenue and profitability, as higher-grade ores yield more payable metal per tonne processed for investors understanding and management monitors grade to optimize ore blending and mine planning activities and measure performance against budget and plant feed planning.

(7) Recovery (%) represents the percentage of total metal content in the processed ore that is recovered into the final product (e.g., concentrate or dore). Recovery rates reflect and indicate to investors the effectiveness of processing operations and directly influence overall production and cost-efficiency and management tracks recovery performance to identify metallurgical issues, improve process control and optimize reagent use and throughput, as well measure performance against budget.

Operating information for Apoena for the three months ended March 31, 2025 and 2024 is as follows:

• For the three months ended March 31, 2025, ore mined totaled 449,008 tonnes, a decrease of 23% when compared to the 581,590 tonnes mined for the three months ended March 31, 2024, mainly due to mine development activities and pre-stripping to access deeper zones.

• For the three months ended March 31, 2025, ore planned feed decreased about 5%, to 357,420 tonnes from 374,363 tonnes in the previous year.

• For the three months ended March 31, 2025, grade was 0.81 g/t Au, 27% below the 1.11 g/t Au achieved in for the three months ended March 31, 2024. This decrease is attributed to mine sequencing and according to the plan.

• For the three months ended March 31, 2025, recovery was 95%, a small increase when compared to 91% in for the three months ended March 31, 2024.

• For the three months ended March 31, 2025, the combination of lower grade, higher recovery and lower ore plant feed led to a reduction in production. For the three months ended March 31, 2025, production was 8,876 GEO, 27% lower than the for the three months ended March 31, 2024 production of 12,105 GEO.

• Nevertheless, for the three months ended March 31, 2025 gold sales achieved 9,408 GEO, higher than the production due to the reduction in finished product inventory, and a 27% reduction compared to the three months ended March 31, 2024.

• For the three months ended in 2025, despite the reduction in 27% in sales when measured in GEO, revenues increased to US$26.4 million, an increase of 2% compared to the corresponding period of 2024, due to higher average gold prices for the three months ended in 2024.

Operating information for Apoena for the years ended December 31, 2024 and 2023 is as follows:

• In 2024, ore mined totaled 2,134,095 tonnes, an increase of 121% when compared to the 965,651 tonnes mined in 2023, mainly due to accessing new mineralized regions.

• In 2024, ore planned feed decreased about 6%, to 1,421,126 tonnes from 1,505,630 tonnes in the previous year.

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• In 2024, grade was 0.90 g/t Au, 11% below the 1.01 g/t Au achieved in 2023. This decrease is attributed to the delays in getting permits for the Nosde pit expansion, where it is expected to access higher grades.

• In 2024, recovery was 91%, a small decrease when compared to 92% in 2023.

• In 2024, the combination of lower grade, lower recovery and lower ore plant feed led to a reduction in production. In 2024, production was 37,173 GEO, 19.2% lower than the 2023 production of 46,006 GEO.

• Nevertheless, in 2024 gold sales achieved 39,019 GEO, higher than the production due to the reduction in finished product inventory, and a 12% reduction compared to 2023.

• In 2024, despite the reduction in 12% in sales when measured in GEO, revenues increased to US$90.3 million, an increase of 8% compared to the previous year, due to the sharp increase in metal prices in 2024.

Minosa

The Minosa Mine is an open-pit heap leach gold mine located in the highlands of western Honduras. The mine is situated in the municipality of La Union, Department of Copan, approximately 150 km southwest of the city of San Pedro Sula.

The table below sets out selected operating information for Minosa for the periods indicated.

For the three months ended
March 31,

For the year ended
December 31,‎

Operating Statistics

2025

2024

‎2024‎

‎2023‎

‎2022‎

Ore mined (tonnes)‎(1)

2,110,055

2,208,159

‎8,454,345‎

‎7,096,472‎

‎5,442,061‎

Waste mined (tonnes)‎(2)

675,424

1,213,718

‎4,152,759‎

‎4,730,271‎

‎3,510,336‎

Total mined (tonnes)‎(3)

2,785,479

3,421,877

‎12,607,104‎

‎11,826,743‎

‎8,952,397‎

Waste to ore ratio(4)

0.32

0.55

‎0.49‎

‎0.67‎

‎0.65‎

Ore plant feed (tonnes)‎(5)

2,010,575

2,119,727

‎8,544,997‎

‎7,095,956‎

‎5,485,383‎

Grade (g/t)‎(6)

0.41

0.42

‎0.44‎

‎0.45‎

‎0.49‎

Recovery (%)‎(7)

70.68

‎65

%‎

‎65

%‎

‎71

%‎

Production (ounces)‎

17,654

19,186

‎78,372‎

‎65,927‎

‎61,438‎

Sales (ounces)‎

17,510

19,223

‎79,036‎

‎66,101‎

‎63,466‎

____________

(5) Ore plant feed (tonnes) refers to the total amount of ore that is fed into the processing plant for extraction and is measured in tonnes. It is important to investors to assess the mine’s production capacity, potential revenue, and overall performance and management to optimize operations, control costs, efficiency and evaluate performance against the Company’s budget.

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(7) Recovery (%) represents the percentage of total metal content in the processed ore that is recovered into the final product (e.g., concentrate or dore). Recovery rates reflect and indicate to investors the effectiveness of processing operations and directly influence overall production and cost-efficiency and management tracks recovery performance to identify metallurgical issues, improve process control, and optimize reagent use and throughput, as well measure performance against budget.

Operating information for Minosa for the three months ended March 31, 2025 and 2024 is as follows:

• For the three months ended March 31, 2025, ore mined was 2,110,055 tonnes, a decrease from the 2,208,159 tonnes for the three months ended March 31, 2024, due to mine sequencing.

• For the three months ended March 31, 2025, ore plant feed decreased to 2,010,575 tonnes for the three months ended March 31, 2024, a decrease of 5% compared to the corresponding period of 2024 due to lower mined volumes in the quarter.

• For the three months ended March 31, 2025, grade was 0.41g/t Au, a small decrease from 0.42 g/t Au for the three months ended March 31, 2024, as result of mine sequencing.

• For the three months ended March 31, 2025, recovery was 67%, stable when comparing to 66% for the three months ended in March 31, 2024.

• For the three months ended March 31, 2025, as result of significant decrease in plant ore feed, almost stable grade and stable recovery, production reached 17,654 GEO, representing an 8% decrease compared to the three months ended March 31, 2024.

• For the three months ended March 31, 2025, as result of decreased production, which translated into a decreased amount of product available for sale, and higher average gold prices, revenues reached US$48.1 million, an increase of 28% compared to the corresponding period of 2024.

Operating information for Minosa for the years ended December 31, 2024 and 2023 is as follows:

• In 2024, ore mined was 8,454,345 tonnes, an increase from the 7,096,472 tonnes in 2023, due to the improvements on the mine and lower rainfall in the year.

• In 2024, ore plant feed increased to 8,544,997 tonnes in 2024, an increase of 20% compared to the previous year due to investment in increasing plant capacity and lower rainfall in the year.

• In 2024, grade was 0.44 g/t Au, a small decrease from 0.45 g/t Au in 2023, as result of mine sequencing.

• In 2024, recovery was 65%, stable when comparing to 2024.

• In 2024, as result of significant increase in plant ore feed, almost stable grade and stable recovery, production reached 78,372 GEO, representing an 18.8% increase compared to 2023.

• In 2024, as result of increased production, which translated into increased product available for sale, and higher average gold prices, revenues reached US$177.7 million, an increase of 46% compared to the previous year.

Almas

The Almas Mine is a gold mine located in the state of Tocantins, Brazil. It comprises three deposits: Paiol, Vira Saia, and Cata Funda — along with several exploration targets such as Nova Prata/Espinheiro, Jacobina, and Morro do Carneiro, spread across a total area of 191,100 hectares of mineral rights.

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The table below sets out selected operating information for the mine at commercial stage at Almas since it started commercial production on August 1, 2023 and until December 31, 2024.

	For the three months ended March 31,		For the year ended December 31,‎
Operating Statistics	2025	2024	‎2024‎		‎2023(1)‎
Ore mined (tonnes)‎(1)	429,662	386,398	‎2,362,708‎		‎1,377,368‎
Waste mined (tonnes)‎(2)	3,080,044	2,011,909	‎9,598,373‎		‎6,978,000‎
Total mined (tonnes)‎(3)	3,509,706	2,398,308	‎11,961,081‎		‎8,355,368‎
Waste to ore ratio(4)	7.17	5.21	‎4.06‎		‎5.07‎
Ore plant feed (tonnes)(5)‎	446,428	367,767	‎1,637,574‎		‎811,917‎
Grade (g/tonne)‎(6)	1.06	1.10	‎1.13‎		‎0.83‎
Recovery (%)‎(7)	0.89	0.91	‎91	%‎	‎90	%‎
Production (ounces)‎	13,101	11,895	‎54,129‎		‎17,805‎
Sales (ounces)‎	13,101	11,895	‎54,129‎		‎17,805‎

____________

(5) Ore plant feed (tonnes) refers to the total amount of ore that is fed into the processing plant for extraction and is measured in tonnes. It is important to investors to assess the mine’s production capacity, potential revenue, and overall performance and management to optimize operations, control costs, efficiency and evaluate performance against the Company’s budget.

(7) Recovery (%) represents the percentage of total metal content in the processed ore that is recovered into the final product (e.g., concentrate or dore). Recovery rates reflect and indicate to investors the effectiveness of processing operations and directly influence overall production and cost-efficiency and management tracks recovery performance to identify metallurgical issues, improve process control, and optimize reagent use and throughput, as well measure performance against budget.

Operating information for Almas for the three months ended March 31, 2025 and 2024 is as follows:

• For the three months ended March 31, 2025, ore mined was 429,662 tonnes compared with 386,398 tonnes in for the three months ended March 31, 2024, as a result of a change in the contractor and full ramp-up of the mine.

• For the three months ended March 31, 2025, ore plant feed was 446,428 tonnes compared with 367,767 tonnes for the three months ended March 31, 2024, as a result of our investment to expand Almas’ capacity.

• For the three months ended March 31, 2025, the average grade was approximately 1.06 g/t Au, compared with 1.10 g/t Au for the three months ended March 31, 2024, mostly as a result of mine sequencing.

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• For the three months ended March 31, 2025, recovery decreased to 89%, from 91% for the three months ended March 31, 2024.

• For the three months ended March 31, 2025, as result of higher ore mined and increased plant throughput, production was 13,101 GEO, a 10.1% increase compared to 11,895 GEO for the three months ended March 31, 2024.

• For the three months ended March 31, 2025, as result of increase in ore mined and plant feed, which translated to increase in GEO sales, and higher gold prices, revenues reached US$37.1 million, a 53.0% increase compared to the corresponding period of 2024.

Operating information for Almas for the years ended December 31, 2024 and 2023 is as follows:

• In 2024, ore mined was 2,362,708 tonnes compared with 1,377,368 tonnes in 2023, as a result of the change in the contractor and full ramp-up of the mine.

• In 2024, ore plant feed was 1,637,574 tonnes compared with 811,917 tonnes in 2023, as a result of the first full year of production and also our investment to expand Almas’ capacity to 1.8 million tonnes per month.

• In 2024, the average grade was approximately 1.13 g/t Au, compared with 0.83 g/t Au in 2023, mostly as a result of the adherence and consistency to mine sequencing planned.

• In 2024, recovery increased to 91%, from 90% in 2023.

• In 2024, as result of higher plant feed, improved grade and better recovery, production was 54,129 GEO, a 204% increase compared to 17,805 GEO in 2023.

• In 2024, as result of increase in production, which translated to increase in GEO sales, and higher gold prices, revenues reached US$129.4 million, a 278% increase compared to the previous year.

Presentation of Financial Statements

Our unaudited condensed interim consolidated financial statements have been prepared in accordance with IAS 34 — Interim Financial Reporting, as issued by IASB. Our audited consolidated financial statements have been prepared in accordance with International Financial Reporting Standards — Accounting Standards or “IFRS Accounting Standards,” as issued by IASB.

Business Segments and Presentation of Segment Financial Data

We evaluate and manage business segment performance based on information prepared in accordance with IFRS Accounting Standards. Our reportable segments are as follows: Minosa Mine, Apoena Mine, Aranzazu Mine, Almas Mine and Borborema Project. See notes 3(b) and 31 to our audited consolidated financial statements included elsewhere in this prospectus for further information about our operating segments

Significant Changes in Accounting Policies

None.

New Accounting Standards under IFRS Accounting Standards

The IASB has disclosed some amendments to certain accounting standards that are not yet effective, which we have not early adopted for the preparation of our audited consolidated financial statements included elsewhere in this prospectus. For further information, see note 3(t) to our audited consolidated financial statements included elsewhere in this prospectus.

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JOBS Act

We are an emerging growth company under the JOBS Act.

Subject to certain conditions set forth in the JOBS Act, if, as an “emerging growth company”, we choose to rely on such exemptions we may not be required to, among other things; (1) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404; and (2) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis). These exemptions will apply for a period of five years or until we are no longer an “emerging growth company,” whichever is earlier.

Principal Factors Affecting Our Financial Condition and Results of Operations

Overview

Aura is a gold and copper production company focused on the operation and development of gold and copper projects in the Americas. Our operating results derive substantially from the sale of gold and copper extracted from Aranzazu, Apoena, Minosa and Almas.

Macroeconomic Environment

Global financial conditions continue to be characterized as volatile. In recent years, global markets have been adversely impacted by various credit crises and significant fluctuations in fuel and energy costs and metals prices. Many industries, including the mining industry, have been impacted by these market conditions. Global financial conditions remain subject to sudden and rapid destabilizations in response to future events, as government authorities may have limited resources to respond to future crises. A continued or worsened slowdown in the financial markets or other economic conditions, including but not limited to consumer spending, employment rates, business conditions, inflation, fuel and energy costs, consumer debt levels, lack of available credit, the state of the financial markets, interest rates and tax rates, may affect our growth and profitability. Future crises may be precipitated by any number of causes, including natural disasters, geopolitical instability, changes to energy prices or sovereign defaults. If increased levels of volatility continue or in the event of a rapid destabilization of global economic conditions, it may result in a material effect on commodity prices, demand for metals, including gold and copper, availability of credit, investor confidence, and general financial market liquidity, all of which may adversely affect our business and the market price of our securities.

As of and for
the twelve
months ended
March 31, ‎
2025

As of and for the year ended
December 31, ‎

‎2024‎

‎2023‎

‎2022‎

Global growth in gross domestic product
(GDP)(1)‎

3.2

‎3.2

%‎

3.3

%‎

3.6

%‎

U.S. 10 year treasury bond rates (at December 31)(2)

4.23

4.6

%‎

3.9

‎3.9

%‎

Average exchange rate – Brazilian reais per ‎US$1.00(3)‎

5.8557

‎5.3920‎

‎4.9953‎

‎5.1655‎

Appreciation (depreciation) of the Brazilian real vs. ‎US$ in the period(3)‎

8.6

‎7.9

%‎

‎7.2

%‎

‎6.5

%‎

Average exchange rate – Mexican pesos per ‎ US$1.00(4) ‎

20.4310

‎18.3024‎

‎17.7338‎

‎20.1205‎

Appreciation (depreciation) of the Mexican peso vs. ‎US$ in the period(4)‎

11.6

‎3.2

%‎

‎13.1

%‎

‎4.9

%‎

Average exchange rate – Honduras Lempiras per ‎US$1.00(5) ‎

25.6613

‎24.9190‎

‎24.7246‎

‎24.6374‎

Appreciation (depreciation) of the Honduras Lempira ‎vs. US$ in the period(5)‎

3.0

‎0.8

%‎

‎(0.2

)%‎

‎(0.8

)%‎

____________

(1) Based on information from the International Monetary Fund (IMF), World Economic Outlook Database, Gross domestic product (GDP), Constant Prices, Percentage Change.

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(2) Based on information retrieved from Bloomberg.

(3) Based on information from the Central Bank of Brazil.

(4) Based on the FIX rate provided by the Central Bank of Mexico.

(5) Based on information from the Central Bank of Honduras (Banco Central de Honduras).

Fluctuations in the Price of Gold, Copper and Silver

Customers

Foreign Exchange Rates

The currencies in the countries in which we operate have historically experienced frequent and substantial variations in relation to the U.S. dollar and other foreign currencies. Fluctuations in currency exchange rates may significantly impact our earnings and cash flows. The appreciation of the Honduran lempira, Brazilian real and Mexican peso against the US dollar would increase the cost of exploration, development and operation of the Company’s mineral properties located in Honduras, Brazil and Mexico which could have a material adverse effect on the financial condition, results of operations or cash flow results of the Company.

As of December 31, 2024, the U.S. dollar commercial selling rate published by the Central Bank of Brazil was R$6.1923 per US$1.00, which represented a 27.9% depreciation as compared to the selling rate of R$4.841 per US$1.00 as of December 31, 2023. As of December 31, 2024, the U.S. dollar commercial selling rate published by the Central Bank of Mexico (the FIX rate) was MXN 20.8829 per US$1.00, which represented a 23.1% depreciation as compared to the selling rate of MXN16.9190 per US$1.00 as of December 31, 2023. As of December 31, 2024, the U.S. dollar commercial selling rated published by the Central Bank of Honduras was HNL 25.5069 per US$1.00, which represented a 3.0% depreciation as compared to the selling rate of HNL24.7746 per US$1.00 as of December 31, 2023. Significant volatility in currency prices, among other factors, may also result in disruption of foreign exchange markets, which could limit our ability to transfer or to convert certain currencies into U.S. dollars and other currencies. The central banks and governments of the countries in which we operate may institute restrictive exchange rate policies in the future and impose taxes on foreign exchange transactions.

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Results of Operations for the Three Months Ended March 31, 2025 and 2024

The following discussion of our results of operations is based on the financial information derived from our unaudited condensed interim consolidated financial statements included elsewhere in this prospectus.

Overview

The following table presents our consolidated results of operations for the periods indicated:

	For the three months ended March 31, ‎
	‎2025		‎2024		‎% Change ‎‎2025/2024
	‎(in millions of US$, except percentages)‎
Revenue	161.8		132.1		22.5	%
Cost of goods sold	(83.4	)	(85.4	)	(2.3	)%
Gross profit	78.4		46.7		67.9	%
General and administrative ‎expenses	(9.6	)	(8.3	)	15.7	%
Exploration expenses	(1.4	)	(1.9	)	(26.3	)%
Operating income	67.4		36.5		84.7	%
Finance expense	(121.6	)	(34.1	)	256.6	%
Other (expense)	(0.8	)	(0.6	)	33.3	%
Income (loss) before income taxes	(54.9	)	1.8		(3,150.0	)%
Current tax	(20.8	)	(10.1	)	105.9	%
Deferred tax	2.5		(0.8	)	(412.5	)%
Income taxes	(18.3	)	(10.9	)	67.9	%
‎Loss for the period‎	(73.2	)	(9.2	)	695.7	%

Revenue

In the three months ended March 31, 2025, our revenue increased US$29.7 million, or 22.5%, to US$161.8 million, from US$132.1 million in the corresponding period of 2024, the result was mainly driven by:

• An increase of 39% in average net gold price per ounce sold in the three months ended March 31, 2025 compared to the same period in 2024, to US$2,786/oz from US$1,999/oz;

• An increase of 11% in average copper sale price in the three months ended March 31, 2025 compared to the same period in 2024, to US$4.26/lb. from U$3.86/lb.; and

• Partially offset by sales volume of 60,491 GEO, a 12% reduction when compared to same period of 2024, impacted by production decreases in Aranzazu, Minosa and Apoena and partially offset by an increase in Almas.

Cost of Goods Sold

In the three months ended March 31, 2025, our Cost of goods sold decreased US$2.0 million, or 2.3%, to US$83.4 million, from US$85.4 million in the corresponding period of 2024. This reduction was driven mainly by the Minosa mine, where Cost of goods sold decreased US$2.4 million in the period, mainly due to a reduction of 9% in sales volume due to mine sequencing. Cost of good sold did not present material changes for the comparative period in the Aranzazu, Almas and Apoena mines.

Gross Profit

In the three months ended March 31, 2025 our gross profit increased US$31.7 million, or 67.9%, to US$78.4 million, from US$46.7 million in the corresponding period of 2024. This increase was primarily the result of an increase in gold and copper sales prices.

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General and Administrative Expenses

In the three months ended March 31, 2025, general and administrative expenses increased when compared to 2024, primarily due to: an increase in professional and consulting fees and due to the measurement of fair value of Deferred Share Units (“DSUs”) resulting from the increase in the Company’s share price during the period.

Exploration Expenses

In the three months ended March 31, 2025, our exploration expenses decreased US$0.5 million, or 26.3%, to US$1.4 million, from US$1.9 million in the corresponding period of 2024, and were in line with the Company’s plan.

Operating Income

As a result of the foregoing, our operating income increased US$30.9 million, or 85%, to US$67.4 million in the three months ended March 31, 2025, from US$36.5 million in the corresponding period of 2024.

Finance Expense

In the three months ended March 31, 2025, our finance expense increased US$87.5 million, or 256.6%, to US$121.6 million, from US$34.1 million in the corresponding period of 2024, principally due to:

• an increase of US$80.7 million of unrealized loss on derivative gold collars, arising from fair value adjustments related to outstanding gold hedge positions, reflecting an increase in gold prices between the start and the end of the quarter, which closed the quarter at US$3,123.57/oz compared to US$2.610.85/oz as of December 31, 2024. Most of our outstanding gold collars (225,996 oz out of about 247,010 oz) are associated with the future production of the Borborema project and will expire between July 2025 and June 2028.

• US$6.0 million of realized loss with gold hedges, related to cash settlement of outstanding gold collar during the period, with an average ceiling strike price of US$2,399 per ounce, compared to the average market gold price of US$3,023 per ounce during the period of settlement, while no losses were incurred in the quarter ended March 31, 2024 due to lower gold prices at such period.

Income (Loss) before Income Taxes

As a result of the foregoing, our income (loss) before income taxes decreased US$56.7 million, to a loss of US$54.9 million in the three months ended March 31, 2025, from an income of US$1.8 million in the corresponding period of 2024.

Income Tax

In the three months ended March 31, 2025, our income tax increased US$7. 4 million, or 67.9%, to US$18.3 million, from US$10.9 million in the corresponding period of 2024, principally due to the following:

• Our current income tax expense increased US$10.7 million, or 106%, to US$20.8 million in the three months ended March 31, 2025, from US$10.1 million in the corresponding period of 2024, principally due to an increase in income before taxes in the Aranzazu Mine, Minosa Mine and Almas Mine segments.

• Our deferred tax increased US$3.3 million, to a benefit of US$2.5 million in the three months ended March 31, 2025, from an expense of US$0.8 million in the corresponding period of 2024 principally due to the appreciation of the Brazilian real against the US dollar that generated an impact of benefit of US$3.2 million on the deferred taxes over non-monetary items.

Loss for the period

As a result of the foregoing, our loss for the period increased US$64.0 million, or 696%, to US$73.2 million in the three months ended March 31, 2025, from US$9.2 million in the corresponding period of 2024.

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Results of Operations for the Years Ended December 31, 2024, 2023 and 2022

The following discussion of our results of operations is based on the financial information derived from our audited consolidated financial statements included elsewhere in this prospectus.

In the following discussion, references to “2024,” “2023” and “2022” are to the years ended December 31, 2024, 2023 and 2022, respectively.

Overview

The following table presents our consolidated results of operations for the periods indicated:

For the year ended December 31, ‎

‎2024‎

‎2023‎

‎2022‎

‎% Change
‎‎2024/2023‎

‎% Change
‎‎2023/2022‎

‎(in millions of US$, except percentages)‎

Revenue

‎594.2‎

‎416.9‎

‎392.7‎

‎42.5

%‎

6.2

%‎

Cost of goods sold

‎(342.9

)‎

‎(290.9

)‎

‎(267.0

)‎

‎17.9

%‎

9.0

%‎

Gross profit

‎251.3‎

‎126.0‎

‎125.7‎

‎99.4

%‎

‎0.2

%‎

General and administrative ‎expenses

‎(33.3

)‎

‎(27.2

)‎

‎(25.0

)‎

22.4

%‎

8.8

%‎

Exploration expenses

‎(14.0

)‎

‎(11.8

)‎

‎(12.5

)‎

‎18.6

%‎

‎(5.6

)%‎

Change in estimation for mine closure and restoration for properties in care & maintenance

‎1.3‎

—

‎100.0

%‎

—

Operating income

‎205.4‎

‎87.0‎

‎88.2‎

‎136.0

%‎

‎(1.4

)%‎

Finance expense

‎(151.7

)‎

‎(49.4

)‎

‎(7.4

)‎

‎207.1

%‎

‎567.6

%‎

Other (expense) income

‎(1.3

)‎

‎0.7‎

‎1.2‎

‎(285.7

)%‎

‎(41.7

)%‎

Income before income taxes

‎52.4‎

‎38.3‎

‎82.0‎

‎36.8

%‎

‎(53.3

)%‎

Current tax

‎(53.0

)‎

‎(18.8

)‎

‎(26.8

)‎

‎(181.9

)%‎

‎(29.9

)%‎

Deferred tax

‎(29.7

)‎

‎12.4‎

‎1.1‎

‎(339.5

)%‎

‎1,027.3

%‎

Income taxes

‎(82.7

)‎

‎(6.4

)‎

‎(25.7

)‎

‎1,192.2

%‎

‎(75.1

)%‎

‎(Loss)/Profit from continued ‎operations

‎(30.3

)‎

‎31.9‎

‎56.2‎

‎(195.0

)%‎

‎(43.2

)%‎

Profit from discontinued operations

‎—‎

‎10.2‎

‎—‎

‎(Loss)/Profit for the year‎

‎(30.3

)‎

‎31.9‎

‎66.5‎

‎(195.0

)%‎

‎(52.0

)%‎

Revenue

In 2024, our revenue increased US$177.3 million, or 42.5%, to US$594.2 million, from US$416.9 million in 2023, principally due to US$157.3 million increase in revenue from gold and US$24.0 million from gold and copper concentrate. These increases were the result of: increase in realized average gold price per ounce sold, net in 2024 (US$2,308/ounce), which represented an increase of 23% compared to 2023; the beginning of operations at our Almas mine in August 2023, with a full production in 2024 of 54,129 GEO, 204% higher than 2023; higher sales in Minosa along with higher prices when comparing to 2023, resulting in an increase in revenue of US$55.7 million; Aranzazu, despite reduction in sales volume due to (8%) lower production, the Company´s revenue was US$20.0 million higher due to an increase in copper price benefiting the Company; and Apoena that, also decrease in sales volume due to a decrease in production of (19%) mainly due to varying of ore grades and the delay on obtaining the Nosde license that was essential to access higher grade areas, but presented an increase in revenue of US$6.5 million due to higher gold prices during 2024.

In 2023, our revenue increased US$24.2 million, or 6.2%, to US$416.9 million, from US$392.7 million in 2022, principally due to a US$15.9 million decrease in revenue from copper due to price decrease and a US$12.3 million increase in revenue from gold, which was partially offset by a US$2.9 million decrease in revenue from copper and gold concentrate. These increases were the result of: increase in realized average gold

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price per ounce sold, net in 2023 (US$1,946/ounce), which represented an increase of 10% compared to 2022; the beginning of operations at our Almas mine in August 2023, with a production of 17,805 GEO, generating revenue of US$34 million; higher production in Minosa of 7.3% when comparing to 2022, resulting in an increase in revenue of US$13 million by improvements in the stacking system and ongoing productivity initiatives; and Aranzazu, despite 2% lower production in 2022, our revenue was US$13 million higher due to an increase in gold and copper prices benefiting the Company. These increases were partially offset by Apoena in the amount of US$36 million due to a 33% lower production in 2023 when comparing to 2022, mainly due to mine sequencing and varying ore grades, with significant growth in the second half of the year as high-grade areas were accessed, despite challenges from adverse weather conditions.

Cost of Goods Sold

In 2024, our Cost of goods sold increased US$52.0 million, or 17.9%, to US$342.9 million, from US$290.9 million in 2023, principally due to the beginning of the Almas operations in August 2023, with full operation in 2024, increasing the consolidated cost of goods sold by US$39.9 million; Minosa by US$6.1 million mainly driven by increased mine movement; Aranzazu by US$7.0 million due to an increase in mining costs.

In 2023, our cost of goods sold increased US$23.9 million, or 9.0%, to US$290.9 million, from US$267.0 million in 2022, principally due to increases of US$18.8 million and US$6.5 million in direct mine and mill costs related to contractors and salaries, respectively, which was partially offset by a US$2.9 million decrease in direct mine and mill costs. These increases were the result of: the beginning of Almas operations in August 2023, increasing the consolidated cost of goods sold by US$25.6 million; Minosa by US$4.7 million mainly driven by increased mine movement; Aranzazu by US$6.9 million due to mine sequencing. These effects were partially offset by the decrease in cost of goods sold in Apoena by US$13.5 million, due to the lower production in the year when comparing to 2022.

Gross Profit

As a result of the foregoing, in 2024 our gross profit increased US$125.3 million, or 99.4%, to US$251.3 million, from US$126.0 million in 2023.

In 2023, also as a result of the foregoing, our gross profit increased US$0.3 million, or 0.2%, to US$126.0 million, from US$125.7 million in 2022.

General and Administrative Expenses

In 2024, our general and administrative expenses increased US$6.1 million, or 22.4%, to US$33.3 million, from US$27.2 million in 2023, principally due to Almas having commenced commercial production in August 2023 and ceased the capitalization of expenses in that date and expensed a full year of general and administrative expenses in 2024; in addition there were increases in bonuses, professional fees, accounting and audit fees across corporate office and business units as result of the growth of the Company.

In 2023, our general and administrative expenses increased US$2.2 million, or 8.8%, to US$27.2 million, from US$25.0 million in 2022, principally due to a US$1.5 million increase in salaries, wages, benefits and bonuses, which were mostly the result of Almas having commenced commercial production in August 2023 and ceased the capitalization of expenses, representing an increase of approximately US$2 million in the consolidated general and administrative expenses.

Exploration Expenses

In 2024, our exploration expenses increased US$2.2 million, or 18.6%, to US$14.0 million, from US$11.8 million in 2023, principally due to increase of US$2.3 million in exploration expenses on the Company´s projects Matupá and Carajás, in line with our strategy.

In 2023, our exploration expenses decreased US$0.7 million, or 5.6%, to US$11.8 million, from US$12.5 million in 2022, in line with our exploration plans for the year.

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Operating Income

As a result of the foregoing, our operating income increased US$118.4 million, or 136.1%, to US$205.4 million in 2024, from US$87.0 million in 2023.

Also as a result of the foregoing, our operating income decreased US$1.2 million, or 1.4%, to US$87.0 million in 2023, from US$88.2 million in 2022.

Finance Expense

In 2024, our finance expense increased US$102.3 million, or 207.1%, to US$151.7 million, from US$49.4 million in 2023, principally due to:

• an increase of US$54.6 million on unrealized loss on derivative gold collars due to the fair value adjustment related to outstanding gold hedge positions, reflecting the significant increase of gold prices during the year;

• an increase of US$12.2 million in foreign exchange mostly related to the strong depreciation of the Brazilian real to R$6.1779 per US$1.00 on December 31, 2024 from R$4.8502 per each US$1.00 on December 31, 2023;

• an expense of US$13.5 million on derivative fees in 2024, that was related to the negotiations between the Company and financial institutions to suspend or eliminate the Credit Support Agreements (“CSAs”) related to the Borborema Project gold derivatives. These CSAs included provisions that could require cash collateral (margin calls) if the fair value balances surpassed predetermined thresholds;

• increase of US$9.6 million in interest on debt mostly due to Almas that declared commercial production at Almas in late 2023 (before commercial production, interest expenses were capitalized) and therefore, the interest on debentures increased US$8.7 million in the finance result; and

• US$5.4 million of realized loss with gold hedges, related to cash settlement of outstanding gold collar during the year, driven by the expiration of 40,559 ounces of gold collars with an average ceiling strike price of US$2,444 per ounce, compared to the average market gold price of US$2,663 during the period of settlement.

In 2023, our financial expense increased US$42.0 million, or 567.6%, to US$49.4 million, from US$7.4 million in 2022, principally due to unrealized losses on gold derivative transactions, mostly related to the fair value adjustment from the Borborema and Almas derivative gold collars, and an increase in interest expense in debt partially related to the Almas debentures, since the mine declared commercial production, the capitalization of expenses was ceased and recorded US$1.9 million of interest expense as a finance expense from the period of September 1, 2023 to December 31, 2023. In addition, the Company increased its gross debt in its other subsidiaries during 2023.

Other (expense) Income

Our other (expense) income decreased US$1.9 million, or 285.7%, to US$1.3 million of expense in 2024, from US$0.7 million in 2023.

Our other income decreased US$0.5 million, or 41.7%, to US$0.7 million in 2023, from US$1.2 million in 2022.

Income before Income Taxes

As a result of the foregoing, our income before income taxes increased US$14.1 million, or 36.8%, to US$52.4 million in 2024, from US$38.3 million in 2023.

As a result of the foregoing, our income before income taxes decreased US$43.7 million, or 53.3%, to US$38.3 million in 2023, from US$82.0 million in 2022.

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Income Tax

In 2024, our income tax increased US$76.3 million, or 1,192.2%, to US$82.7 million, from US$6.4 million in 2023, principally due to the following:

• Our current income tax expense increased US$34.2 million, or ‎181.9%, to US$53.0 million in 2024, from US$18.8 million in 2023, principally due to an increase in income before taxes in Aranzazu and Minosa and also a full year of operations in Almas, due to higher income before taxes at those segments.

• Our deferred tax increased US$42.1 million, or 339.5%, to US$29.7 million (expense) in 2024, from US$12.4 million in 2023 (income), principally due to the depreciation of the Brazilian real and Mexican peso against the US dollar that generated an impact on the deferred taxes over non-monetary items of US$29.6 million.

In 2023, our income tax decreased US$19.3 million, or 75.1%, to US$6.4 million, from US$25.7 million in 2022, principally due to the following:

• Our current income tax expense decreased US$8.0 million, or 29.9%, to US$18.8 million in 2023, from US$26.8 million in 2022, principally due to a lower tax base in Apoena and Aranzazu, mainly due to the depreciation of the US dollar against local currencies that effect transactions in US dollars and generate a lower tax base in local currencies. The decrease was partially offset by Minosa that reported a slight increase in tax expenses in line with the higher revenue for the year.

• Our deferred income tax recovery increased US$11.3 million, or 1,027.3%, to US$12.4 million in 2023, from US$1.1 million in 2022, principally due to Almas, since the mine reached commercial production in August 2023 and the Company recognized deferred tax assets from losses carried forward in the amount of US$2.9 million. Also, the increase in provisions for supply payments generating US$900; and the reversal of hedge results generating a positive movement of US$4 million of deferred tax assets. In addition to that, Apoena recognized an additional US$2.7 million of deferred tax assets from losses carried forward.

(Loss) Profit for the Year

As a result of the foregoing, our profit for the year decreased US$62.2 million, or 195.0%, to a loss of US$30.3 million in 2024, from US$31.9 million in 2023.

As a result of the foregoing, our income for the year decreased US$34.6 million, or 52.0%, to a loss of US$31.9 million in 2023, from US$66.5 million in 2022. Not considering discontinued operations, our income for the year decreased US$24.3 million, or 43.3%, during the years compared.

Liquidity and Capital Resources

Overview

We believe that our ongoing operations and associated cash flows will provide sufficient liquidity to continue financing our planned growth in the near term and to meet our working capital requirements and that we will have access to additional debt as it grows to support further expansion. We will, from time to time, repay balances outstanding on our revolving credit with operating cash flow and cash flow from other sources.

Cash Flows

In the following discussion, references to “2024,” “2023” and “2022” are to the years ended December 31, 2024, 2023 and 2022, respectively. The following discussion of our cash flows is based on the financial information derived from our audited consolidated financial statements, included elsewhere in this prospectus.

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The following tables present our cash flow data for the periods indicated:

	For the three months ended March 31,
	2025		2024		% Change 2025/2024
	(in millions of US$, except percentages)
Cash Flow Data
Net cash generated by operating activities	41.2		25.9		59	%
Net cash used in investing activities	(70.3	)	(31.0	)	127	%
Net cash used in financing activities	(44.7	)	(14.8	)	202	%
(Decrease) in cash and cash equivalents	(73.8	)	(20.0	)	269	%

	For the year ended December 31,
	2024		2023		2022		% Change 2024/2023		% Change 2023/2022
	(in millions of US$, except percentages)
Cash Flow Data
Net cash generated by operating activities	222.2		124.9		96.4		77.9	%	29.6	%
Net cash used in investing activities	(176.4	)	(93.9	)	(157.5	)	87.9	%	(40.4	)%
Net cash generated by financing activities	5.2		79.4		21.9		(93.5	)%	262.6	%
Increase (decrease) in cash and cash equivalents	51.0		110.4		(39.3	)	(53.8	)%	(380.9	)%

Net Cash Generated by Operating Activities

For the three months ended March 31, 2025, we recorded net cash generated by operating activities of US$41.2 million compared to net cash generated by operating activities of US$25.9 million in the corresponding period of 2024. This increase was primarily due to more favorable gold prices in the period.

In 2024, we recorded net cash generated by operating activities of US$222.2 million compared to net cash generated by operating activities of US$124.9 million in 2023. This variation was primarily due to the increase in operating income by US$118.4 million in 2024 when compared to 2023, especially due to the increase in revenues (US$157.3 million increase in revenue from gold and US$24.0 million from gold and copper concentrate) with the full year operation in Almas (beginning of operations in August 2023); higher gold and copper prices; and higher inventories in Minosa and Almas.

In 2023, we recorded net cash generated by operating activities of US$124.9 million compared to net cash generated by operating activities of US$96.4 million in 2022. This variation was primarily due to lower income taxes paid in the amount of US$27.8 million between the years.

Net Cash Used in Investing Activities

For the three months ended March 31, 2025, we recorded net cash used in investing activities of US$70.3 million compared to net cash used in investing activities of US$31.0 million in the corresponding period of 2024. This increase was primarily due to increased capital expenditures related to expansion projects and the acquisition of Bluestone in the amount of US$18.5 million for the three months ended March 31, 2025.

In 2024, we recorded net cash used in investing activities of US$176.4 million compared to net cash used in investing activities of US$93.9 million in 2023. This increase was primarily due to additions to property, plant and equipment in the construction of the Borborema project.

In 2023, we recorded net cash used in investing activities of US$93.9 million compared to net cash used in investing activities of US$157.5 million in 2022. This decrease was primarily due to the acquisition of the Borborema project in the amount of US$54 million in 2022, not repeated in 2023.

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Net Cash Generated by/Used in Financing Activities

For the three months ended March 31, 2025, we recorded net cash used in financing activities of US$44.7 million compared to net cash used in financing activities of US$14.8 million in the corresponding period of 2024. This increase was primarily due to repayment of loans and debentures of US$11.5 million and payment of dividends of US$18.3 million.

In 2024, we recorded net cash generated by financing activities of US$5.2 million compared to net cash generated by financing activities of US$79.4 million in 2023. This decrease is primarily due to US$184.4 million of repayment of loans and debentures and interest paid on loans and debentures, including the prepayment of the first issuance of debentures from Almas, the payment of dividends that was US$14.5 million higher than in 2023 and the acquisition of treasury shares during the year in the amount of US$13.4 million. This decrease was partially offset by proceeds received from loans and debentures in the total amount of US$314.3 million (US$134.8 million higher than 2023), mainly due the second issuance of debentures in Almas.

In 2023, we recorded net cash generated by financing activities of US$79.4 million compared to net cash generated by financing activities of US$21.9 million in 2022. This variation is primarily due to the proceeds received from loans and debentures in the total amount of US$179.6 million (US$54 million higher than 2022), mainly due to the funding for construction of Borborema Project, in which the Company raised a US$100 million term loan with Santander Bank.

Indebtedness

As of March 31, 2025 and December 31, 2024, 2023 and 2022, we had outstanding loans and debentures in the aggregate amount of US$467.7 million, US$443.1 million, US$333.6 million, US$214.0 million, respectively. For further information on our indebtedness, see note 13 to our unaudited condensed interim consolidated financial statements and note 14 to our audited consolidated financial statements, each included elsewhere in this prospectus.

Material Financing Agreements

The following table sets out the key features of loans and financings as of the dates indicated.

Financial debt

Maturity
Date

Interest
Rate

Outstanding (US$ thousands)

3/31/2025

‎12/31/2024‎

‎12/31/2023‎

‎12/31/2022‎

Banco Occidente

‎ ‎

Q2 2022 Promissory Note (“5th Promissory Note”)‎

May 2026‎

‎6.25%‎

3,274

‎3,882‎

‎6,390‎

‎8,702‎

Q3 2022 Promissory Note (“6th Promissory Note”)‎

August 2026‎

‎6.25%‎

4,087

‎4,709‎

‎7,153‎

‎9,259‎

Q2 2023 Promissory Note (“7th Promissory Note”)‎

June 2026‎

‎7.50%‎

667

‎1,320‎

‎3,819‎

‎—‎

Q1 2024 Promissory Note (“8th Promissory Note”)‎

February 2026‎

‎7.50%‎

2,377

‎3,000‎

‎—‎

Q3 2024 Promissory Note (“9th Promissory Note”)‎

July 2027‎

‎8.00%‎

3,826

‎4,178‎

‎—‎

Banco Atlántida

‎ ‎

Q2 2017 Loan Agreement (“1st Loan”)‎

July 2023‎

‎7.30%‎

—‎

‎—‎

‎1,306‎

Q2 2021 Loan Agreement (“5th Loan”) ‎

November 2023‎

‎7.00%‎

—‎

‎—‎

‎1,440‎

Q2 2022 Loan Agreement (“6th Loan”)‎

March 2023‎

‎6.00%‎

—‎

‎—‎

‎500‎

Q2 2022 Loan Agreement (“7th Loan”)‎

March 2027‎

‎6.50%‎

5,000

‎5,625‎

‎8,125‎

‎10,000‎

Q2 2023 Loan Agreement (“8th Loan”)‎

April 2024‎

‎6.50%‎

—‎

‎—‎

‎600‎

‎—‎

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Financial debt

Maturity
Date

Interest
Rate

Outstanding (US$ thousands)

3/31/2025

‎12/31/2024‎

‎12/31/2023‎

‎12/31/2022‎

Banco ABC Brasil S.A. ‎

‎ ‎

Q4 2022 Loan Agreement (“5th Loan”)‎

January 2026‎

‎5.38%‎

8,770

‎10,968‎

‎17,549‎

‎17,301‎

Banco Santander México

‎ ‎

Q2 2022 Loan Agreement (“1st Loan”)‎

December 2024‎

‎* SOFR + 4.0%‎

—‎

‎—‎

‎9,675‎

‎20,161‎

Q2 2022 Loan Agreement (“2nd Loan”) ‎

December 2024‎

‎* SOFR + 4.0%‎

—‎

‎—‎

‎10,000‎

Q2 2023 Loan Agreement (“3rd Loan”)‎

December 2024‎

‎* SOFR + 4.0%‎

—‎

‎—‎

‎7,579‎

‎—‎

Q3 2024 Loan Agreement (“5th Loan”)‎

July 2027‎

‎* SOFR + 3.8%‎

32,021

‎35,333‎

‎—‎

Banco Santander Brazil

‎ ‎

Q1 2019 Loan Agreement (“1st Loan)‎

October 2023‎

‎5.29%‎

—‎

‎—‎

‎2,951‎

Q4 2020 Loan Agreement (“2nd Loan) ‎

December 2023‎

‎4.95%‎

—‎

‎—‎

‎1,686‎

Q3 2023 Loan Agreement (“4th Loan) ‎

November 2028‎

‎9.51%‎

101,545

104,073‎

‎103,972‎

—

Banco Itau

‎ ‎

Q1 2020 Loan Agreement (“1st Loan”)‎

March 2023‎

‎7.00%‎

—‎

‎—‎

‎1,600‎

Q1 2021 Loan Agreement (“2nd Loan”)‎

March 2024‎

‎4.65%‎

—‎

‎—‎

‎1,500‎

‎7,500‎

Q4 2023 Loan Agreement (“3rd Loan”)‎

May 2028‎

‎7.48%‎

—‎

‎—‎

‎30,193‎

‎—‎

Banco Safra

‎ ‎

—‎

Q1 2022 Loan Agreement (“2nd Loan”)‎

March 2024‎

‎3.70%‎

—‎

‎—‎

‎3,354‎

‎10,283‎

Q3 2024 Loan Agreement (“2nd Loan”) ‎

August 2026‎

‎7.10%‎

20,122

‎20,513‎

‎—‎

Banco do Brasil

‎ ‎

Q1 2024 Loan Agreement (“1nd Loan”)‎

December 2028‎

‎6.50%‎

10,059

‎10,003‎

‎—‎

Banco Bradesco

‎ ‎

Q1 2022 Loan Agreement (“1st Loan”)‎

February 2025‎

‎* CDI + 2,342%‎

—‎

2,453‎

‎7,797‎

‎9,627‎

Q4 2024 Loan Agreement (“2nd Loan”)

December 2028‎

‎6.50%‎

43,000

‎43,000‎

‎—‎

Other banks

‎ ‎

BTG Pactual

November 2027‎

‎6.70%‎

20,116

‎20,116‎

‎20,000‎

Citibank

June 2025‎

‎7.70%‎

—‎

‎—‎

‎20,000‎

‎—‎

Debentures payable

‎ ‎

Debentures – 1st issuance (a)‎

July 2026‎

CDI + 4.35%‎

—‎

‎—‎

‎65,767‎

‎81,726‎

Debentures – 2nd issuance

October 2030‎

CDI + 1.60%‎

181,539

‎162,515‎

‎—‎

Gold Royalty Corp

‎ ‎

Gold linked loan (b)‎

December 2029‎

‎8.5%‎

11,384

‎11,416‎

‎10,000‎

‎—‎

Nemesia SÁRL

—

19,900

—‎

Total

‎ ‎

467,687

‎443,104‎

‎333,589‎

‎214,042‎

Current

100,853

‎82,007‎

‎82,865‎

‎73,215‎

Non-Current

366,834

‎361,097‎

‎250,724‎

‎140,827‎

____________

(1) Secured Overnight Financing Rate (SOFR)

(2) CDI rate means the average daily rate of interbank deposits (Certificados de Depósito Interbancário) for one-day transactions, expressed as an annual percentage, calculated and published by the B3, which is an average of interbank overnight rates in Brazil.

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Financial Covenants and Collateral

We and certain of our subsidiaries are party to or are subject to financing agreements that include financial covenants, as summarized below:

• the credit agreement (contrato de crédito) entered into by Aranzazu and Banco Santander México, S.A. includes covenants requiring that (i) Aranzazu’s net debt to EBITDA (over the last twelve months, or “LTM”) ratio not exceed 1.50x, and (ii) its EBITDA (LTM) to interest expense ratio be at least 5.00x. The covenant is tested quarterly at the subsidiary level;

• the indenture (escritura de emissão) governing the second issuance of debentures by Aura Almas Mineracao S.A. includes a quarterly covenant requiring that the consolidated net debt to EBITDA (LTM) ratio not exceed:

• in the case of Aura Minerals, 2.75x through June 30, 2025;

• in the case of Aura Almas Mineracao S.A., 2.00x from July 1, 2025 through October 2, 2027; and

• in the case of Aura Almas Mineracao S.A., 1.50x thereafter through maturity;

• the credit agreement (cédula de crédito bancário) entered into by Almas and Banco Safra S.A., Luxembourg Branch, includes a covenant requiring that the Company’s consolidated net debt to EBITDA (LTM) ratio not exceed 2.75x. The covenant is tested quarterly at the Aura Minerals level;

• the credit agreement (cédula de crédito bancário) entered into by Cascar and Banco Santander (Brasil) S.A., Luxembourg Branch, includes an annual covenant requiring that, beginning in the year ended December 31, 2025, following an initial grace period, Cascar’s net debt to EBITDA (LTM) ratio not exceed 1.50x.

• the credit agreement (cédula de crédito bancário) entered into by Apoena and Banco BTG Pactual includes a covenant requiring that the Company’s consolidated net debt to EBITDA (LTM) ratio not exceed 2.75x. The covenant is tested quarterly at the Aura Minerals level; and

• the swap agreement n° 109824100014800 (confirmação de operação de swap de fluxo de caixa) entered into by Almas and Banco Itaú Unibanco S.A. includes a quarterly covenant requiring that the Company’s consolidated net debt to EBITDA (LTM) ratio not exceed:

• in the case of Aura Minerals, 2.75x through June 30, 2025;

• in the case of Aura Almas Mineracao S.A., 2.00x from July 1, 2025 through October 2, 2027; and

• in the case of Aura Almas Mineracao S.A., 1.50x thereafter through maturity;

As of the date of this prospectus, we and our subsidiaries were in compliance with all of the restrictive covenants set forth in our finance agreements.

In addition, pursuant to our financing agreements we have granted security interests of certain of our assets, mainly:

• the equity securities of Cascar Mineração are fiduciarily assigned to Banco Santander (Brasil) S.A., as collateral for a financing agreement (Cédula no. 1058618) and, subject to a suspensive condition, to Gold Royalty Corporation, as collateral for the gold-linked loan agreement;

• the equity securities of Aura Matupá Mineração Ltda. and Aura Almas S.A. are fiduciarily assigned to Oliveira Trust DTVM, as collateral for Aura Almas S.A.’s 2nd issuance of debentures;

• the mining rights over an area owned by Matupa, are fiduciarily assigned to Oliveira Trust DTVM, as collateral for Aura Almas S.A.’s 2nd issuance of debentures;

• the mining rights over an area owned by Almas, are fiduciarily assigned to Oliveira Trust DTVM, as collateral for Aura Almas S.A.’s 2nd issuance of debentures;

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• the movable assets are fiduciarily assigned to Banco Santander (Brasil) S.A., as collateral for a financing agreement (Cédula no. 1058618); and

• the mining rights over mining concessions Nos. (i) 805.049/1977, (ii) 840.149/1980, and (iii) 840.152/1980, owned by Cascar Mineração, are pledged to Banco Santander (Brasil) S.A. as collateral for a financing agreement and, subject to a suspensive condition, to Gold Royalty Corporation as collateral for a Net Smelter Returns Royalty Agreement and a Gold-Linked Loan Agreement.

Unused Sources of Liquidity

As of March 31, 2025 and December 31, 2024, 2023 and 2022, we and our subsidiaries had no unused available credit lines.

Capital Expenditures

The capital expenditures and time required to develop new mines or other projects are considerable and changes in costs or construction schedules can affect project economics.

For the three months ended March 31, 2025 and years ended December 31, 2024, 2023 and 2022, we invested US$52 million, US$180 million, US$105 million and US$103 million each period, mainly for the construction of projects, not including acquisitions. Our capital expenditures were primarily used to construct the Almas and Borborema Project, to maintain our operating units with sustaining capex.

Our material cash requirements related to commitments for capital expenditures as of March 31, 2025 were mostly associated with the final payments related to the construction and the ramp-up of the Borborema project, amounting to US$24 million. The anticipated source of funds needed to satisfy such cash requirements is the cash and equivalents available in our balance sheet and our expected net cash to be generated from our operating activities.

Off-Balance Sheet Arrangements

We did not have any off-balance sheet arrangements as of March 31, 2025 and December 31, 2024, 2023 and 2022.

Financial Obligations

Aura enters into contracts that give rise to commitments for future payments as disclosed in the following table:

‎As of March 31, 2025	Within ‎1 year‎	‎2 to 3 years	‎4 to 5 years	Over 5 years	Total
	‎ (in thousands of US$)‎
Trade and other payables ‎	103,793	—	—	—	103,793
Loans and debentures	123,477	202,683	162,807	53,396	542,363
Provision for mine closure and restoration	10,574	6,441	9,532	37,049	63,596
Lease liabilities	10,205	13,927	—	—	24,132
Liability measured at fair value	3,324	4,514	5,537	25,258	38,633
	251,373	227,565	177,876	115,703	772,517

‎As of December 31, 2024‎	Within ‎1 year‎	‎2 to 3 years	‎4 to 5 years	Over 5 years	Total
	‎ (in thousands of US$)‎
Trade and other payables ‎	‎98,067‎	—	—	—	‎98,067
Loans and debentures	‎84,518‎	‎196,356‎	‎146,976‎	‎46,140‎	473,990
Provision for mine closure and restoration	‎9,674‎	‎5,431‎	‎8,132‎	‎35,049‎	‎58,286‎
Lease liabilities	‎12,305‎	‎14,937‎	—	—	‎27,242‎
Liability measured at fair value	‎3,915‎	‎4,332‎	‎4,882‎	‎22,860‎	‎35,989‎
	‎208,479‎	‎221,056‎	‎159,990‎	‎104,049‎	‎693,574

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Research and Development, Patents and Licenses, etc.

See “— Capital Expenditures.” In the years ended December 31, 2024, 2023 and 2022, research and development were not otherwise material to our business.

Trend Information

The following discussion is based largely upon our current expectations about future events, and trends affecting our business. Actual results for our industry and performance could differ substantially. For further information related to our forward-looking statements, see “Forward-Looking Statements” and for a description of certain factors that could affect our industry in the future and our own future performance, see “Risk Factors.”

Quantitative and Qualitative Disclosure About Market Risk

We are exposed to market risks in the ordinary course of our business, including the effects of interest rate changes and foreign exchange rate fluctuations. We may also be exposed to other risks of which we are not currently aware. Information relating to quantitative and qualitative disclosures about these market risks is described below.

Foreign Exchange Rate Risk

Aura’s operations are located in Honduras, Brazil and Mexico, therefore, foreign exchange risk exposures arise from transactions denominated in foreign currencies. Although Aura’s sales are denominated in United States dollars, certain operating expenses of Aura are denominated in foreign currencies, primarily the Honduran lempira, Brazilian real, Mexican peso, Canadian dollar and Colombian peso.

Financial instruments that impact Aura’s net losses or other comprehensive losses due to currency fluctuations include cash and cash equivalents, accounts receivable, other long-term assets, accounts payable and accrued liabilities, short term loans and other provisions denominated in foreign currency. See note 28 (a) to our audited consolidated financial statements included elsewhere in this prospectus for an analysis of the sensitivity of our profit or loss to changes in foreign exchange rates.

Interest Rate Risk

The Company’s policy is to minimize interest rate cash flow risk exposures on long-term financing. Longer-term borrowings are therefore usually at fixed rates. As of March 31, 2025, the Company is exposed to changes in market interest rates through a bank borrowing at SOFR interest rate at its subsidiary Aranzazu. All other borrowings are at fixed interest rates or are linked to a swap instrument, minimizing the risk of interest rate exposure. The Company concluded that its exposure to interest rates is immaterial.

See note 26(c) to our unaudited condensed interim consolidated financial statements included elsewhere in this prospectus for an analysis in interest rates.

Liquidity Risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company manages its liquidity risk through a planning and budgeting process, which is reviewed and updated, to help determine the funding requirements to support the Company’s current operations and expansion and development plans and by managing its capital structure as described in note 26(a) to our unaudited condensed interim consolidated financial statements included elsewhere in this prospectus.

Aura’s objective is to ensure that there are sufficient committed financial resources to meet its short-term business requirements for a minimum of twelve months. In the normal course of business, Aura enters into contracts that give rise to commitments for future payments.

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Credit Risk

Credit risk is the risk that a counterparty fails to discharge an obligation to the Company. The Company is exposed to credit risk from financial assets including cash and cash equivalents held at banks, trade and other receivables. The credit risk is managed based on the Company’s credit risk management policies and procedures.

The credit risk in respect of cash balances held with banks and deposits with banks are managed via diversification of bank deposits and are only with major reputable financial institutions.

As of March 31, 2025, the Company believes that its trade credit risk is low due to the following reasons:

For the sales of refined gold from Almas, Apoena and Minosa, the Company collects payments in advance of delivering its products to its clients.

For the sale of copper and gold concentrate from Aranzazu, the Company sells its products to wholly-owned subsidiary of Trafigura Group Pte. Ltd, one of the largest conglomerates in the sector. The accounts receivable are generally collected within 15 days from the issuance of the invoice.

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Industry

We primarily produce gold — a precious, highly liquid metal with a scarcely supplied market — and copper. Gold is found in metallic form, usually in small inclusions in other minerals, and is commonly a byproduct of the production of other metals. Copper is found in nature primarily in the form of sulfides and carbonates, often with other byproducts.

Gold has historically been used as a currency and is increasingly seen as an investment product. It is used in luxury products (e.g. jewelry), storage of value and as a raw material of electronic and dental products.

Copper is a metal that is mainly used as an electrical and thermal conductor in electronics, industrial equipment, and consumer products and is also used extensively in the construction and transportation sectors. Although other materials compete with copper in certain applications, there is few substitutes with competitive physical and chemical properties available on economically feasible terms.

Gold Industry Overview

Overview of industry value chain, from mining operations to the sale of refined gold

Gold mining occurs in many parts of the world. Some of the largest gold-producing countries in 2023 include China, Australia, Russia, Brazil and the United States, according to the World Gold Council website (available on the “Global Mine Production” tab, as of June 25, 2024).

Mine production accounts for the largest part of global gold supply — typically, 75% each year, according to the World Gold Council website (available on the “Gold Supply” tab, as of June 3, 2025). However, annual demand requires more gold than is newly mined and the shortfall is made up from recycling. As it is virtually indestructible, nearly all the gold ever mined is theoretically still accessible in one form or another and potentially available for recycling.

Once gold is mined, it goes through a processing stage which includes (i) crushing the ore into a fine powder, increasing the surface area that helps the gold extraction process, (ii) concentration, that separates the gold from the surrounding materials, (iii) smelting, which involves heating the concentrated ore to high temperatures to melt the gold and separate it from impurities and, finally, (iv) the molten gold is then poured into molds to create bullions/bars.

Transportation of gold involves a wide range of logistics, depending on the existing infrastructure of the mine. Given the high value of the commodity, security during transit is a major concern. Mining companies often partner with specialized logistics firms to handle the transportation and security of their gold.

These refined products are then distributed to markets around the world. This includes direct sales to investors, sales to jewelers, and storage in central banks.

In addition to physical distribution, gold is also traded electronically. This involves the buying and selling of gold on commodity exchanges. Gold trading is a major part of the gold distribution market and may occur on various platforms, including physical markets and electronic exchanges. Electronic trading takes place on major exchanges like Commodity Exchange, Inc. (COMEX) and the London Bullion Market Association (LBMA). These platforms facilitate the trading of gold futures, options and other financial products linked to gold.

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Source: World Gold Council website (available on the “Gold Market Structure and Flows” tab, as of June 3, 2025).

Uses of gold: Jewelry, Investment and Central Banks

Gold is a highly liquid asset, carries no credit risk and is scarce, historically preserving its value over time. It also benefits from diverse sources of demand: as an investment, a reserve asset, gold jewelry and a technology component. A significant part of the demand comes from the public sector, mainly from central banks, which use gold as means of storing value.

Gold jewelry represents the largest source of annual demand for gold per sector. This has declined over recent decades, but it still accounts for around 45% of total gold demand, according to the World Gold Council website (available on the “Above-Ground Stock” tab, as of February 11, 2025). India and China are by far the largest jewelry markets, together accounting for over 50% of the global total, according to the World Gold Council website (available on the “Gold Demand Sectors” tab as of June 3, 2025).

Demand for investment, which includes ETFs (Exchange-Traded Funds) and physical gold bars and coins, reached a four-year high of 1,180t (+25%) in 2024. As an investment asset, gold is widely used because it performs four fundamental functions in a portfolio: (i) it is a source of long-term returns; (ii) it is used as a means of diversification and is perceived to counterbalance losses in times of market stress; (iii) it is a liquid asset without credit risk, whose performance can be higher than that of official currencies; and (iv) it is generally considered to improve the risk-adjusted returns of investment portfolios by reducing portfolio volatility.

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Source: Bloomberg as of April 10, 2025

Gold is also used as an industrial metal in a broad range of applications, but demand is driven by the electronics sector which accounts for approximately 80% of gold used in technology, according to the World Gold Council website (available on the tab “Gold Demand Sectors” as of June 3, 2025). The metal is ubiquitous in most consumer electronics and automotive applications, where its chemical and physical properties combine to make it irreplaceable in many high-end devices. The trend of electrification is providing support for gold demand in the sector, with most types of semiconductor chips using the metal either as a coating, or in the form of thin bonding wires.

In recent years, global central banks became more significant in the gold demand spectrum, having increased their demand from 255 tons in 2020, according to the World Gold Council “Gold Demand Trends: Full Year 2021” report as of January 28, 2022 to 1045 tons in 2024, according to the World Gold Council “Gold Demand Trends: Full Year 2024” report as of February 5, 2025, motivated by global economic challenges, inflation uncertainties and geopolitical tensions, driving gold as a safe refuge.

____________

Source: Both charts according to World Gold Council website (available on the tab “Historical Demand and Supply” as of April 30, 2025).

According to the World Gold Council, the demand for gold in the long term should be supported by the growth of the middle class in emerging markets, its role as an asset of last resort and the increasing expansion in the use of gold in technological applications. In the short and medium term, its use as an investment can more strongly influence the demand for gold.

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Key Demands Trends and Pricing Dynamics

The mining business is subject to commodity price cycles and the marketability of minerals is also affected by global economic cycles. Metal prices fluctuate widely and are affected by numerous factors such as global supply, demand, inflation, exchange rates, interest rates, forward selling by producers, central bank sales and purchases, production capacity, geopolitical or economic environment, among other factors beyond our control.

However, different from other commodities, gold is typically seen as a long-term hedge against inflation and market volatility. Gold index funds or ETFs, are created to track the price of gold and are often used by investors as a vehicle to diversify their portfolio and balance risks.

According to the World Gold Council, the variables that influence gold prices can be grouped into four categories: (i) economic and wealth expansion, (ii) risks and uncertainties in the market, (iii) opportunity cost, and (iv) short-term pressures:

(i) Economic and wealth expansion: As a consumer product and long-term savings vehicle, the demand for gold has historically shown a positive correlation with economic growth. Increases in income tend to generate greater demand for jewelry, in addition to positively impacting the production of electronics and high-tech products.

(ii) Market risks and uncertainties: The price of gold is significantly affected by macroeconomic factors such as inflation expectations, the level of interest rates, the relative strength of currencies, changes in central bank reserve policy, global or regional political turmoil, financial market crises and the general mood of investors.

(iii) Opportunity cost: Prices swings are caused by a variety of macroeconomic factors and changes in the opportunity cost of holding gold as an investment.

(iv) Short-term pressures: Capital flows can exert pressure on gold prices when investors undertake tactical reallocations or reposition the portfolio.

Central banks repositioning on gold

Gold plays an important part in global central bank reserves, which represent a significant proportion of the holders of gold and are responsible for more than 40% of annual demand, according to the World Gold Council website (available on the tab “Historical Demand and Supply” as of April 30, 2025).

In 2023, international demand for gold, by investors and central banks, experienced a significant increase, mainly driven by global economic factors and geopolitical instability.

In 2024, central banks continued to acquire gold at an eye-watering pace: with total purchases exceeding 1,000t for the third year in a row, accelerating sharply in the third quarter of 2024 to 333t, according to the World Gold Council “Gold Demand Trends: Full Year 2024” report as of February 5, 2025.

Inflation

Persistent and volatile inflation in many developed and emerging economies has led to a strengthening in the purchase of gold to preserve the value of capital. In addition, geopolitical tension in several regions has increased demand for the metal as a safe-haven asset.

Supply scarcity

Overall levels of mine production have grown significantly since 2008, according to the World Gold Council website (available on the tab “Gold Mining” as of June 3, 2025) although substantial new discoveries are increasingly rare. The project development timeline and mine lifecycle is significantly lengthy — it often takes years (or decades) from the discovery event until production begins.

The long (and costly) development timeframe combined with the scarcity of gold contribute to the high price discovery of the metal. As a reference of its scarcity, the total above-ground stock of gold globally is believed to be no larger than a cube measuring 22 meters in each direction (or 10,648 m3 of volume), according to the World Gold Council website.

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Competition

The global gold mining sector is highly competitive with numerous and diversified companies within the sector and Aura, as a mid-tier gold (and copper) miner, has peers competing in the (i) identification and acquisition of attractive mines in operation and/or attractive deposits to be developed; (ii) recruitment and retention of qualified technical personnel to explore, develop and operate the assets; (iii) the sourcing of skilled labor for ongoing operations; (iv) obtaining financing for the development and expansion of the mines’ production; (v) negotiation of terms with bullion banks, trading firms and jewelry companies; and (vi) access to high-quality capital markets investors.

Copper Industry Overview

Overview of industry value chain, from mining operations to the sale of copper

The copper value chain is a complex, global system comprising trade in both raw materials and semi-fabricated products.

The primary copper supply chain can be broadly segmented into four key stages: mining, smelting and refining, semi-fabrication, and end-use manufacturing. Following extraction, copper ore is transported to processing facilities where it is concentrated and subsequently smelted into blister copper. This intermediate product is then subjected to electrorefining to produce high-purity copper cathodes, which serve as the basis for “first-use” and semi-fabricated products.

Finally, these copper products are marketed and sold globally, with demand driven primarily by the construction, industrial machinery, transportation, power transmission and consumer goods sectors. Copper can also be recycled with any significant loss of quality and copper scraps accounts for a third of total consumption of the metal.

In addition, copper is actively traded in global commodity markets. Similar to gold, it is transacted both physically and electronically, with electronic trading taking place on major exchanges such as the London Metal Exchange (LME). Market participants — including producers, traders, and end-users — utilize a variety of mechanisms, such as spot sales, long-term contracts and hedging strategies to manage price risk and ensure supply chain stability.

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Source: Wood Mackenzie “Copper 101” report as of July 19, 2024.

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Uses of copper: Diversified end-uses, especially in green sectors

Copper is a highly versatile metal with a wide range of industrial applications due to its significant electrical and thermal conductivity, malleability and corrosion resistance. Generally, for semi-fabricated products, refined copper is mixed with direct use scrap and might also be alloyed with other materials, such as zinc or tin. Its main use cases are rods, tubes, foils, bars, wires, and cables.

Traditionally, construction and electrical network have been the largest end-markets for copper, historically accounting for almost two-thirds of total consumption. More recently, green sectors, such as renewables and electrical vehicles, have grown as emerging applications.

____________

Source: Both charts according to Wood Mackenzie “Copper Demand Analysis March 2025” data.

In the coming years, demand is set to surge amid efforts to secure copper for the energy transition and achieve climate goals. The metal is a key component in electrification, given its application for electric vehicle batteries.

Key Demands Trends and Pricing Dynamics

The copper mining business is also subject to commodity price cycles and the marketability of minerals is also affected by global economic cycles. Prices can fluctuate widely and are affected by numerous factors such as global supply, demand, inflation, exchange rates, interest rates, forward selling by producers, production capacity, geopolitical or economic environment, among other factors beyond our control.

Long-term copper demand is mainly underpinned by electrification and decarbonization, because of a rising global focus on expanding renewable power generation capacity and shifting towards electrical vehicles. On the supply side, copper production is constrained by declining ore grades, aging mines and long lead times required to develop new copper mining projects.

Decarbonization & Electrification

Low carbon end-use growth sectors should continue to support copper demand as a growing share of renewable power sources requires an upgrade to transmission (aluminum-intensive) and distribution (copper-intensive) networks.

Furthermore, copper demand from transportation will get a boost from the electric vehicle sector, which receives government subsidies in many countries. Foil is the key product used as a current collector in batteries.

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Supply Scarcity

The surge of demand for copper contrasts the few large-scale green projects that have been approved in recent years, hence global supply is lagging. Meanwhile, operating mines face declining ore grades, driving up extraction costs and straining margins.

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Source: BHP Insights “How Copper Will Shape our Future” report as of September 30, 2024.

Additionally, limited growth capital was invested over the last decade as miners faced significant investor pressure to deleverage balance sheets and return value to shareholders via dividends.

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Source: S&P Global “Planned Mining Capital Spending to Fall $11B in 2023” research report as of December 2, 2022.

Competition

The copper mining sector is competitive and we face significant competition from a wide range of industry participants in several key areas: (i) the identification and acquisition of mining assets in operation or to be developed; (ii) recruitment and retention of qualified technical personnel to explore, develop and operate such assets; (iii) the sourcing of skilled labor for ongoing operations; and (iv) the securing of capital finance development and expansion initiatives.

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Regulatory Overview

Our activities are subject to government regulations in the jurisdictions where we operate, namely: Brazil, Mexico and Honduras. Below, is a summary of the material effects of government regulations on our business.

Mining Regulations

In the jurisdictions where we operate, mineral resources belong to the state and can only be extracted by a government concession. Government bodies are charged to provide mining concessions and monitor compliance with laws and mining regulation.

The below table shows a summary of our material mining concessions and similar rights.

Concessions and authorizations	Extension (ha)	Term
Honduras
Minosa
3 Concessions for Exploration and Extraction in La Union, Honduras. (Minosa I, III and IV)	2,399.00	Variable

Mexico
Aranzazu
15 Exploration Licenses in Concepcion del Oro (Zacatecas, Mexico)	10,948.69	Variable
12 Extraction licenses in Concepcion del Oro (Zacatecas, Mexico)	1,069.43	Variable
9 Exploration licenses in Mazapil (Zacatecas, Mexico)	487.73	Variable
7 Extraction licenses Mazapil (Zacatecas, Mexico)	143.29	Variable

Colombia
Tolda Fria
1 Exploration license/concession contract in Villamaria, Colombia	164.86	08-Aug-32

Guatemala
Cerro Blanco
1 Exploitation license in Asuncíon Mita, Guatemala	1,525.00	24-Sep-32

Brazil
Almas
1 Mining application in Almas (TO), Brazil	1,759.29	Indefinite
18 Exploration licenses in Almas (TO), Brazil	88,708.13	Variable
1 Exploration license in Conceição Do Tocantins (TO), Brazil	4,782.79	Variable
1 Mining concession in Dianópolis (TO), Brazil	5,175.00	Indefinite
1 Mining application in Dianópolis (TO), Brazil	2,724.46	Indefinite
23 Exploration licenses in Dianópolis (TO), Brazil	90,767.21	Variable
1 Mining concession in Porto Alegre Do Tocantins (TO), Brazil	3,962.00	Indefinite
4 Exploration licenses in Porto Alegre Do Tocantins (TO), Brazil	6,842.88	Variable

Apoena
1 Exploration application in Jauru (MT), Brazil	4,848.68	Indefinite
1 Exploration application in Nova Lacerda (MT), Brazil	20.86	Indefinite
2 Exploration licenses in Nova Lacerda (MT), Brazil	1,204.95	Variable
4 Mining concessions in Pontes E Lacerda (MT), Brazil	544.71	Indefinite
9 Exploration applications in Pontes E Lacerda (MT), Brazil	15,602.18	Indefinite
45 Exploration licenses in Pontes E Lacerda (MT), Brazil	121,010.06	Variable

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Concessions and authorizations	Extension (ha)	Term
3 Mining application requests in Pontes E Lacerda (MT), Brazil	586.73	Variable
1 Use guide (Japones and Nosde) in Pontes E Lacerda (MT), Brazil	493.19	Variable
1 Mining concession in Porto Esperidião (MT), Brazil	374.99	Indefinite
19 Exploration licenses in Porto Esperidião (MT), Brazil	54,246.81	Variable
2 Exploration applications in Vila Bela Da Santíssima Trindade (MT), Brazil	11,162.73	Indefinite

Borborema
2 Exploration licenses in Cruzeta (RN), Brazil	3,867.32	Variable
3 Mining concessions in Currais Novos (RN), Brazil	2,907.20	Indefinite
7 Exploration licenses in Currais Novos (RN), Brazil	7,729.10	Variable
2 Mining applications requests in Currais Novos (RN), Brazil	2,853.62	Variable
3 Exploration licenses in Frei Martinho (PB), Brazil	2,300.36	Variable
4 Exploration licenses in Nova Palmeira (PB), Brazil	3,124.02	Variable
1 Exploration license in Parelhas (RN), Brazil	1,245.37	Variable
2 Exploration licenses in Pedra Lavrada (PB), Brazil	1,114.11	Variable
9 Exploration licenses in Picuí (PB), Brazil	6,638.94	Variable
1 Exploration license in São Vicente Do Seridó (PB), Brazil	734.53	Variable

Carajás
1 Exploration license in Curionópolis (PA), Brazil	9,805.22	Variable

Matupá
3 Mining applications in Guarantã Do Norte (MT), Brazil	16,047.56	Indefinite
5 Exploration licenses in Guarantã Do Norte (MT), Brazil	40,875.73	Variable
1 Exploration license in Matupá (MT), Brazil	9,743.69	Variable
1 Mining application in Novo Mundo (MT), Brazil	3,419.56	Indefinite
1 Exploration license in Novo Mundo (MT), Brazil	6,296.92	Variable
1 Mining application in Peixoto De Azevedo (MT), Brazil	4,998.31	Indefinite
1 Exploration license in Peixoto De Azevedo (MT), Brazil	9,141.97	Variable
2 Mining applications in Terra Nova Do Norte (MT), Brazil	707.12	Indefinite

Brazil

Mining concessions

The Brazilian Federal Constitution provides that mineral resources in national territory, including those underground, are considered assets of the government, regardless of who owns the land. According to articles. 23, XI and 176, §1 of the Brazilian Federal Constitution, the exploration and mining of mineral resources may only be carried out under an authorization or concession granted by the government to Brazilians or companies incorporated in Brazil.

Currently, mining activity is regulated by Decree-Law No. 227 of February 28, 1967 (“Mining Code”) and its regulation by the Decree No. 9,406 of June 12, 2018. These regulations govern, inter alia (i) rights over individualized masses of mineral or fossil substances, found on the surface or underground, forming the country’s mineral resources; (ii) extraction methods; and (iii) government oversight of exploration and mining activities and other aspects of the mineral industry.

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The National Mining Agency (Agência Nacional de Mineração) (“ANM”) an agency within the Ministry of Mines and Energy (Ministério de Minas e Energia) (“MME”), manages, regulates and oversees mining activity in Brazil, including the granting of exploration licenses. Mining concessions, as a rule, are granted by the Ministry of Mines and Energy.

Among the mining regimes provided for in current legislation, the granting of mining concessions gives its holder the right to extraction minerals for commercial benefit, upon a concession issued by MME or ANM, depending on the substance. Concessions for copper and other metallic substances are issued by MME.

The first step to obtain a mining concession is to apply for an exploration license with ANM, in order to locate and define a deposit and determine its economic feasibility. Once an exploration license is granted, it remains valid for a period of up to four years from the date on which it is published in the Official Gazette (Diário Oficial da União — “DOU”), allowing the holder to carry out prospecting work (but not extraction) in the target area. Upon completion of exploration activities, the titleholder must prepare and submit a final report to ANM for analysis and approval. If approved, the holder may then apply for a mining concession, within one year, including proof of technical-economic viability, or “PAE,” of the respective deposit.

Upon granting of the mining concession, the holder must start the works of the PAE within six months, and it may not interrupt such works for more than six consecutive months unless ANM grants prior consent, which is subject to valid reasons being evidenced by the company. The mining concession is currently granted for an indefinite term, but considers the reserves evidenced in the PAE, which may be reviewed and amended from time to time, and is valid until the depletion of the mineral deposit.

Some of our mining concessions were obtained directly through requests filed with ANM (or its predecessor) and granted by MME, while others were obtained by acquiring existing rights from others.

Regulation of Mining Near the Brazilian Border

According to Law No. 6,634, of May 2, 1979, regulated by Decree No. 85,064, of August 26, 1980, any mining activities undertaken in an internal range of 150km from Brazil’s inland borders, (“Border Strip”) require authorization from the National Defense Council (Conselho de Defesa Nacional) (“CDN”). To operate at the Border Strip, a mining company must (i) have at least 51% of its equity interest held by Brazilian nationals; (ii) employ at least 2/3 of Brazilian workers; and (iii) have a majority of Brazilian nationals in its administration or management. Apoena S.A. carries out its activities in a region located within the Border Strip, having obtained the applicable CDN authorizations.

CFEM and Royalties

During the period the exploration license is in effect and until the submission of the final report, the license holder must pay an annual fee per hectare to ANM (Taxa Anual por Hectare — “TAH”). According to ANM Resolution No. 196 /2025, as from March 2025 the amounts due for the payment of TAH are R$4.74 per hectare during the original term of the exploration license, and R$7.11 per hectare during the extension of the original term of the exploration license.

In the production stage, the Brazilian government charges a statutory royalty known as Financial Compensation for the Exploitation of Mineral Resources (Compensação Financeira pela Exploração de Recursos Minerais), or “CFEM”. Any revenue resulting from the sale of the mining product is subject to CFEM, which is due and payable to the Federal Government and distributed among the State of production, certain Municipalities, and other public administration departments.

Pursuant to Law No. 7,990/1989, CFEM is assessed (i) upon revenues from sales, considering gross revenues, which are calculated as being the amount resulting from sales of mineral product after deduction of the taxes levied on the sales, or (ii) on export, upon the greater of (a) the calculated/incurred revenues by the company or (b) the price defined by the RFB (Método do Preço sob Cotação na Exportação — “PECEX”) or the reference value

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defined by ANM if it is not possible to define the price by PECEX, or (iii) for those cases in which the company uses/consumes the mineral production in its industrial process, based on the market price (either international, national, regional or local) or based on the reference value to be defined upon completion of the beneficiation process. The current CFEM rates vary from 1% to 3.5% depending on the substance. The current CFEM rate applicable to gold is 1.5% of gross revenues, while the CFEM rate currently applicable to copper is 2% of gross revenues.

Additionally, a royalty is owed to landowners for the occupation of the real estate property, whenever the mining company does not own the land. Such royalty is equivalent to 50% of the royalty payable to the government.

We are current with CFEM payments. In addition to the CFEM payment, we are subject to the payment of landowner royalties to the owners of the properties overlapping the deposits of Ernesto, Pau a Pique, Lavrinha, Nosde and Japonês.

Mexico

Mining Concessions

Pursuant to the Mexican Constitution (Constitución Política de los Estados Unidos Mexicanos), mineral resources are owned by the Mexican nation. The right of use and exploitation of mineral resources by individuals is only allowed with permission of the federal government, observing the applicable laws and regulations. The Mexican Mining Law (Ley de Minería) and its regulations are the rules governing the granting, use, cancellation and royalties of mining concessions in Mexico.

The Mexican Ministry of Economy (Secretaría de Economía) is entrusted with the authority and regulatory powers to enforce the Mining Law, which in turn relies, pursuant to the Regulations to the Mining Law (Reglamento de la Ley de Minería) and the Ministry of Economy Internal Regulations (Reglamento Interior de la Secretaría de Economía), on the General Bureau of Mines (Dirección General de Minas), as a result of the suppression of the Underministry of Mining (Subsecretaría de Minería). Among the main responsibilities of the General Bureau of Mines are (i) the granting of mining concessions and mining allotments (asignaciones), (ii) the management and updating of the Mining Public Registry (Registro Público de Minería), (iii) the authorization of exploration and exploitation mining jobs and works and (iv) the exercise of supervising authority under the Mining Law and the imposition of sanctions. The bureau controls the Mining Public Registry. The main function of such registry is to record concessions, allotments, agreements, and certain administrative actions affecting mining rights. Actions or agreements required by law to be recorded with such registry, are enforceable against third parties only upon registration. We are in compliance with such registrations and reports in all material respects.

As per the last amendment to the Mexican Mining Law, a person wishing to apply for a concession title must first verify that the relevant land is not located within a federal mining reserve or an area covered by a concession currently in effect. An application for a concession title must be filed with the General Bureau of Mines.

The Mexican Mining Law establishes that mining concessions may only be granted to Mexican individuals, agrarian communities (ejidos), indigenous and afro Mexican communities, towns and companies incorporated under the laws of Mexico, whose corporate purpose includes the exploration and exploitation of minerals, and which have their legal domicile in the Mexican territory. Such companies may be wholly owned by Mexican or non-Mexican investors.

The Mexican Mining Law provides a simplified application procedure to obtain a concession and provides a term for mining concessions in Mexico of 30 years from the date on which the relevant concession title is recorded in the Mining Public Registry and are renewable for an additional 25-year term. Renewal of concessions must be requested within the two years (and not less than one year) prior to their expiration. As a matter of law, mining concessions will remain in full force and effect until the resolution of their renewal request has been issued, provided that the concession holder has not incurred in a cause of cancellation under the Mexican Mining Law.

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Under Article 11 of the Mexican Mining Law, Mexican companies that have foreign shareholders can be concession holders, but such companies must be registered with the National Registry of Foreign Investments (Registro Nacional de Inversiones Extranjeras) of the Mexican Ministry of Economy and must file certain financial, corporate and economic information annually. Failure to comply with this obligation does not result in the imposition of any material penalties.

Obligations of concession holders

Holders of mining concessions are required to comply with various obligations, including but not limited to:

• execute and evidence constructions and works as provided in the Mining Law and regulations thereunder;

• paying mining concession fees or duties;

• complying with applicable safety and environmental provisions and standards;

• abstaining from removing permanent fortification works, shoring and other installations that are necessary for the stability and safety of the mines;

• providing the Mexican Ministry of Economy with statistical, technical and accounting reports, in the terms provided in the Mining Law and regulations thereunder;

• allowing inspection visits by officers of the Mexican Ministry of Economy; inform the Mexican Ministry of Energy (Secretaría de Energía) of any hydrocarbon found in the concession area;

• provide adequate guaranty to the Ministry of Economy pursuant to the requirements under the Mining Law;

• comply with the social impact and indigenous consultation requirements;

• providing the Mexican Ministry of Economy with a geological-mining report when the relevant mining concession is cancelled due to expiration of its term, abandonment, substitution because of reduction in the size of the concession, infringement or judicial resolution; and

• providing the Mexican Geological Service (Servicio Geológico Mexicano), in the case of mining concessions granted through a bidding process, semi-annual reports regarding the project carried out and the production obtained in the lot covered by the mining concession, for purposes of controlling the payment of the finder’s premium or any other monetary consideration payable to such entity.

The regulations to the Mining Law set forth minimum amounts that must be spent or invested on exploration and/or exploitation activities. A report must be filed in May each year regarding the assessment projects carried out in the preceding year. The mining authorities may impose fines on the concession holders if one or more proofs of project reports are not filed on time.

Payment of duties

The use of property for mining purposes in Mexico requires the observance, by the owner of the property, of duties provided for in the Mexico federal fees law. The property owner must, during the months of January and July of each year, pay an ordinary concession duty, which is based on the size of the land and years elapsed in respect of the relevant concession title, that ranges from MXN 9.70 to MXN 212.36 per hectare. In addition, holders of mining concessions must pay, special concession duties by applying an 8.5% rate on the positive amount, if any, resulting from the difference between the income obtained from the sale by the holder of the concession of the extracted minerals and the subtraction of certain allowed deductions, except for investments, financial costs and the annual inflationary adjustment. Finally, the extraordinary mining duty must be paid in March of each year, and is determined by applying a 1.0% rate on revenue derived from the sale of gold, silver and platinum. Such duties must be calculated on each concession by the concession holder. The Federal Duties Law provides that concession holders that do not provide evidence of conducting exploitation or exploration works during two consecutive years in the first eleven years of concession shall pay, on a biannual basis, an additional amount equivalent to 50% of the ordinary mining duty,

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calculated on a per hectare basis in the first eleven years of validity of their concession, and 100% thereafter. This payment shall be made until the mining authority validates that exploration and exploitation works are being made for two consecutive years and is in addition to any other fee or duty that is required from concession holders.

Cancellation of concessions

Mining concessions in Mexico can be terminated in the following circumstances, among others:

• expiration of the term of the concession;

• failure to make duty payments on time for two consecutive fiscal years;

• failure to submit the reports required of the concession holders under Mining Law and its regulations for two consecutive years or five non-consecutive years;

• resolution issued by a competent court;

• failure to commence the corresponding work within one year from the effective date of the concession or granting;

• failure to carry out the work covered by the concession within a period of two consecutive years;

• failure to submit the mine closure plan to the Mexican Ministry of Energy within two years and up to one year prior to the closure of operations;

• failure to have a valid water concession for industrial use in mining;

• the existence of an imminent risk of ecological imbalance or irreversible damage or impairment to natural resources, cases of pollution with dangerous repercussions for ecosystems, their components, surface or underground water systems, or for public health; and

• breach of any of the terms of Article 55 of the Mining Law, namely:

i. use of a mining concession to carry out the exploitation of minerals or substances not covered by the Mining Law;

ii. failure to perform and to prove the assessment works contemplated by the Mining Law and its regulations;

iii. failure to pay mining duties;

iv. failure to deliver to the Mexican Geological Service the biannual reports required under the Mining Law or to pay the finder’s premium or any other monetary consideration payable;

v. carrying out the works and activities provided for in the Mining Law without prior authorization from the competent authorities in matters of the environment, water, indigenous or Afro Mexican consultation, or any other authorization, permit, or concession required at the federal, local, or municipal level;

vi. group concessions covering non-contiguous mining lots for verification purposes that do not constitute a mining or mineral-metallurgical unit from a technical and administrative standpoint;

vii. omit information on the discovery of any hydrocarbons or lithium in the area covered by the mining concession;

viii. loss of the requisite legal capacity to be the holder of a mining concession;

ix. failure to report, on two consecutive occasions, any accident that, as a result of mining operations, has caused damage or any incident that endangers the safety of persons, their property, or the environment within the mining lot covered by the concession title in which works and activities are carried out, within a maximum period of seventy-two hours from the occurrence of the events;

x. failure to inform the Mexican Ministry of Energy of the appointment of the engineer responsible for compliance with mine safety standards;

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xi. prevent Mexican Ministry of Energy staff from entering the premises to carry out verification visits to ensure compliance with the obligations imposed by the Mining Law;

xii. failure to report the start of exploitation activities within the period set out in the Mining Law;

xiii. suspend or cancel, without prior notice, the exploitation or benefit activities once they have begun, except by court order or in cases of force majeure;

xiv. failure to submit, on more than one occasion, the report containing statistical, technical and accounting information, regarding the status of the mining concession, as well as the extraction, production, and processing of minerals or substances covered by the concession or failure to submit it in accordance with the terms specified in the Mining Law or its regulations; or

xv. breach of sections XV, XVI, XVII, XVIII and XX of Article 27 of the Mining Law, namely:

• failure to submit, prior to the granting of the concession title, a financial vehicle: insurance, letter of credit, deposit with the Federal Treasury or trust to guarantee the prevention, mitigation, and compensation measures derived from the corresponding social impact assessment;

• failure to immediately notify the Mexican Ministry of Energy when, during the course of mining activities, the concessions holders and grants become aware of the presence of other minerals or substances not authorized in their concession title and, where appropriate, to deliver such minerals to the Mexican Ministry of Energy;

• failure to inform the Mexican Ministry of Energy of any accident that, as a result of mining operations, has caused damage or any incident that endangers the safety of persons, their property, or the environment, occurring within the mining lot covered by the concession title under which the works and activities are being carried out, within a maximum period of seventy-two hours from the occurrence of the events;

• failure to inform the Mexican Ministry of Energy at the start or restart of mining operations of the appointment of the engineer responsible for compliance with mine safety standards; or

• failure to have authorization from the Mine Restoration, Closure, and Post-closure Program, as provided for in the General Law on Ecological Balance and Environmental Protection (Ley General del Equilibrio Ecológico y la Protección al Ambiente).

In case that a concession holder fails to comply with the provisions regarding foreign investment, the corresponding concession may not be immediately cancelled or terminated, and the concession holder shall have a period of 90 days after such failure to remedy the failure after its occurrence.

Mexican law provides the federal government with the right to revoke our concessions without right to compensation in case we are unable to meet the terms and conditions established for said concessions or to expropriate our assets if the government deems it to be in the public interest. In the event of expropriation, we are entitled to receive compensation in an amount equal to the commercial value of the assets and taking into consideration the prior investments made by the concession title holder and the depreciation of equipment and facilities used exclusively in connection with the relevant concession; however, the terms for determining such compensation or the timing to receive the compensation are unclear under applicable law and, additionally, such payment may not be made timely and/or may not reflect future revenues expected from the revoked concessions and expropriated assets. Additionally, the Mexican federal government may terminate a mining concession to create national mining reserves. National mining reserves are ore deposits that are deemed as such for public policy reasons (causas de utilidad pública) or to satisfy the Mexican nation’s future needs, including substances that are deemed as strategic. If included in the national mining reserves, ore deposits will no longer be available for or subject to mining concessions or allotments, unless excluded from the national mining reserves by means of a decree issued by the Mexican federal government. Such a decree would authorize the Mexican Ministry of Economy to declare the zone as available and subject to mining concessions.

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Water Concessions

The use of water in Mexico, in connection with our operations in Mexico, is regulated primarily by the Mexican National Waters Law (Ley de Aguas Nacionales).

Pursuant to the Mexican National Waters Law, to receive a concession for the use and exploitation of a specific volume of ground or surface water, the petitioner is required to demonstrate to the Mexican Federal Government, which authority is exercised through the Mexican National Water Commission (Comisión Nacional del Agua or “CONAGUA”), among others, the property and possession of the real estate in which the extraction of waters will be conducted, an environmental impact study, the plan for the construction to be performed or the characteristics of the existing infrastructure where the extraction and use of water will take place. Concessions for the exploitation and use of national waters have terms from five to thirty years. Once the concession is granted, the concession holder is entitled to exploit and use national waters within the authorized term, and the volume of water that such concession holder is entitled to exploit and use shall vary depending on the supply of groundwater in each region as projected by CONAGUA. The Mexican government is authorized to reduce the usage of ground or surface water granted depending on the volume of water not used by the concession holder.

Termination of water concessions

Concessions for the exploitation of national waters may be terminated, among other reasons, if:

• the term of the concession title expires, unless such term has been extended;

• the information provided to the Mexican government in connection with the concession is false;

• the concession holder fails to pay required concession-related fees;

• the concession holder dies:

• the concession has been issued in contravention of the provisions contained in the National Waters Law and its applicable regulations; or

• the concession holder fails to totally or partially use or exploit national waters for two consecutive years without the existence of a justified cause.

• Additionally, the concession for the exploitation and use of national waters may be suspended when the concession holder:

• does not pay the applicable fees for such exploitation or use in accordance with the applicable laws;

• does not pay taxes related with such use or exploitation within a one fiscal year;

• does not permit the Mexican government to exercise its inspection rights related to the resources or infrastructure used for the exploitation of the concession;

• discharges wastes that may affect drinking water sources or may affect the public health; or

• does not meet the terms and conditions set forth in the concession title.

The suspension will be in effect as long as the concession holder does not correct the default or a competent authority orders to stop the suspension.

Water concessions may also be expropriated for public policy reasons.

We hold several water concessions that are essential to our operations. We believe that we are currently in compliance with the terms of all of our water concessions and waste water disposal regulations.

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Environmental Laws

Our operating mines, development projects and prospects in Mexico are subject to Mexican federal and local environmental laws, and to regulations for the protection of the environment, water quality, water supply, air quality, noise levels, mining waste management and storage, solid wastes and hazardous wastes.

The framework environmental statute in Mexico is the General Law on Ecological Balance and Environmental Protection (Ley General del Equilibrio Ecológico y la Protección al Ambiente or Environmental Protection Law), which is administrated by the Ministry of Environment and Natural Resources (Secretaría de Medio Ambiente y Recursos Naturales or SEMARNAT) and enforced by PROFEPA.

In addition to the Environmental Protection Law, there is additional relevant legislation which sets forth provisions applicable to mining activities, including the Federal Law of Environmental Responsibility (Ley Federal de Responsabilidad Ambiental), the General Law for the Prevention and Integral Management of Waste (Ley General para la Prevención y Gestión Integral de los Residuos), the Regulations to the Environmental Protection Law on matters of Environmental Impact Evaluation, the National Waters Law (Ley de Aguas Nacionales), which regulates the use of ground and surface waters as well as wastewater discharges, the General Law for Sustainable Forestry Development (Ley General de Desarrollo Forestal Sustentable), and the General Law of Climate Change (Ley General de Cambio Climático), among others.

The development of mining activities is subject to obtaining several environmental permits granted by different offices within SEMARNAT. The most relevant authorizations are those on matters of (1) environmental impact and risk, (2) forestry land use change and (3) wastewater discharges. Also, the authorizations and permits obtained for the development of mining activities and mineral processing will be subject to the compliance with several conditions and covenants applicable to day-to-day operations.

The PROFEPA monitors compliance with environmental legislation and enforces federal Mexican environmental laws, regulations and official standards. If warranted, pursuant to the results of an inspection visit or prompted by public allegations, the PROFEPA may initiate administrative proceedings against companies that violate environmental laws which, in the most extreme cases, may result in the temporary or permanent closure of non-complying facilities, imposition of remedial or other clean-up and corrective measures, the revocation of operating licenses and/or other sanctions or fines. According to the Federal Criminal Code (Código Penal Federal), the PROFEPA must inform the relevant governmental authorities of any environmental crimes that are committed by a mining company in Mexico. Additionally, class actions (acciones colectivas) may be initiated in accordance with the Federal Law of Environmental Responsibility and the Federal Code of Civil Procedures (Código Federal de Procedimientos Civiles) regarding environmental responsibility, remediation and compensation for damages caused to the environment by mines and production facilities. Mexican environmental regulations have become increasingly stringent over the last decade, and this trend is likely to continue and may be influenced by the international environmental agreements Mexico has ratified, including: (1) the North American Agreement on Environmental Cooperation, (2) the United Nations Framework Convention on Climate Change and (3) the Convention on Biological Diversity, among others.

Honduras

Mining legislation

According to Article 340 of the Honduras Constitution, the exploitation of natural resources is a matter of public utility. As a result, the state regulates the exploitation of natural resources with a social interest and establishes the conditions for granting the right to exploit natural resources to individuals. Furthermore, article 2 of the General Mining Law, Decree No. 238-2012, or the “Honduran Mining Law” states that the Honduras Republic has inalienable, imprescriptible and absolute control over all mineral resources in the country.

The right to exploit mineral resources is obtained through a mining concession. Since the activity significantly impacts the environment, there are several instruments and regulatory bodies responsible for the application of this law. In addition, the National Institute of Geology and Mining (known as “Inhgeomin”) is the mining authority responsible for granting mining rights to individuals or legal entities, pursuant to Article 96 of the Honduran Mining Law. As such, all mining activities, such as the exploitation of large-scale natural resources or industrialized mining, are subject to the mining rights granted by Inhgeomin.

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Through our subsidiary, Minerales de Occident, S.A. de C.V., we obtained a mining concession to extract gold and silver with our mining rights were granted on January 27, 1983 and are valid for 40 years, extendable subject to certain terms, including the amount of proven resources.

On April 2, 2013, the Honduran government approved a new mining law, which increased the royalties and taxes, as well as changed the environmental regulations. As a result, the new Honduran Mining Law increased our operating costs in Honduras. On October 31, 2017, seven articles of the approved Honduran Mining Law, including in the increased royalties, were declared unconstitutional by the Supreme Court of Honduras. However, the National Honduras Congress approved, in 2019, Decree 109-2019 that reestablished the previously unconstitutional royalties and taxes. As such, currently the royalties correspond to 5% of the sale of Gold FOB (“Free on Board”). Additionally, annual rates of prospecting and extraction in concessions are due, which vary according to the extent of the concession area and the time of the concession. In addition, government authorizations are necessary for the exercise of mining activity, as well as Honduran regulators responsible for regulating the mining activity. The National Congress of Honduras approved in 2020, Decree 135-2020, which amended the Mining Law by modifying two articles including article 56A modifying the amounts of the tax canons and included an additional article regarding incentives to export stone aggregates.

Other regulations

Pursuant to Articles 13 and 70 of the Honduran Arms, Authorization and Explosives Control Law, Decree No. 101-2018, the purchase and use of explosives is regulated and must be submitted to the control and supervision of the Honduras Secretariat, in accordance with national security requirements, and ultimately to the Secretariat of Defense in order to be granted a license for the acquisition, transportation, storage, handling and use of explosives.

The municipality of La Union, as a local authority, controls and supervises the businesses carried out under its jurisdiction, as provided for in Article 2 of the Municipalities Regulation Law, Agreement 018-94, or the “Municipalities Law”. Article 124 of the Municipalities Law establishes that all businesses require a specific business license or permit issued by the municipality.

Minerales de Occidente, S.A. de C.V, or “Minosa,” is incorporated pursuant to, and subjects to the laws of, the temporary importation fiscal regime (Decree 37 of December 20,1984). As a result, it is exempt from paying sales tax and customs duties in the acquisition or importation of raw materials and equipment necessary for the production of the goods and merchandise being exported. In addition, as provided under Decree 51-2003, Minosa is exempt from paying the net asset tax and solidarity contribution. However, with the enactment of Decree 278-2013, which became enforceable on January 1, 2014, the tax exemptions will only be valid for a term of 12 years. As such, Minerales de Occidente S.A. de C.V.’s tax exemption will expire on December 31, 2025.

Environmental Protection

Our exploration, development and mining activities are subject to various levels of federal, state and municipal laws and regulations relating to the protection of the environment, including requirements for closure and reclamation of mining properties.

In all jurisdictions where we operate, specific statutory and regulatory requirements and standards must be met throughout the exploration, development and mining stages of a property with regard to air quality, water quality, wildlife and forestry management and protection, solid and hazardous waste management and disposal, noise, land use and reclamation. As part of its business planning, we identify significant environmental risks and reviews and updates the closure costs and environmental restoration associated with its operations. We aim to minimize the potential environmental impacts of its mines throughout the mining process.

Our provision for mine closure and restoration as at December 31, 2024 was US$50.6 million. The provisions have been recorded at their net present values, using long term discount rates based upon the country treasury bill rates of 11.88%, 10.02%, and 9.09% (11.75%, 8.94%, and 13.65% in 2023) for, Brazil, Mexico, and Honduras, respectively. Further information regarding the estimation of our mine closure and restoration obligations are set out in Note 17 of our audited consolidated financial statements.

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Our ESG strategy sustainably supports our growth strategy. Environmentally, in 2024, we achieved a 3.2% reduction in specific diesel consumption (liter diesel/kton) and a 25% decrease in solid waste generation in relation to 2023 totals. Related to specific power consumption, we had an increase of 8% (MWh/kton). We are focused on monitoring key environmental performance indicators.

The financial and operating effects of environmental protection requirements on the capital expenditures and earnings of each mineral property are not significantly different than those of similar-sized mines and therefore are not expected to impact our competitive position in the current or future fiscal years.

Social and Environmental Responsibility Policy

In order to better serve our corporate sustainability obligations and reporting, the Board moved the functions of our former Corporate Sustainability Committee directly to a function of the Board to ensure that the Company conducts its activities in such a manner as to ensure the health and safety of its employees, contractors and host communities; promote sustainable development; preserve the environment and contribute on the development of the communities in which it operates. The steps that the Board, with the assistance of on-site environmental managers, health and safety technicians and environmental consultants, takes to meet these objectives include:

• identifying, assessing and managing risks to employees, consultants, contractors, the environment and the host communities;

• reviewing and monitoring the health, safety, environmental and social responsibility policies and procedures of the Company;

• promoting and supporting improvements to the Company’s health, safety and environmental performance. Reviewing material incidents relating to health, safety and environmental;

• as it may deem necessary, arranging, implementing and overseeing environmental and safety audits, with respect to any operations within the Company;

• ensuring that employees, consultants and contractors are provided with the training and resources necessary to meet the Company’s objectives under the health, safety, environmental and social responsibility policies;

• ensuring that the Company continually consults stakeholders in matters that affect them and develops partnerships that foster the sustainable development of the host communities and enhance economic benefits from the Company’s operations;

• ensuring that social, economic and cultural rights of the local people are respected; and

• ensuring that the Company upholds ethical business practices and meeting, or where possible, exceeding applicable legal and other regulatory requirements.

The Company, with the assistance of on-site environmental managers, health and safety technicians and environmental consultants, continues to develop and implement environmental education programs for the Company’s employees and host communities. We have implemented an integrated management system at all our operations based on OHSAS 1800, ISO 14000 norms and the International Cyanide Management Code (the “Code”). On September 16, 2010, we became a signatory of the Code with Minosa successfully completing the recertification process in 2018 and becoming certified in substantial compliance in 2021. On February 16, 2022, the Apoena Mine was also certified under total compliance of the Code.

We engage the communities and other stakeholders to maintain our ‘Social Licence’ to operate. We believe that maintaining a healthy social license to operate and strong stakeholder support for its operations is critical to our success, and accordingly intend to maintain such support to create long-term value for communities and the society at large. Several meetings have been held with communities local to each of our properties to discuss and answer questions regarding our policies, practices and operations, and also to discuss and agree on local projects and initiatives where we could support both technically and financially. We are also in the practice of purchasing supplies and hiring personnel from the host communities and encourages its consultants and suppliers to do the same.

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We value safety and has robust management systems in place to ensure the prevention of workplace incidents. We achieved zero lost time incidents in 2023 and only one lost time incidents in 2024. The Health, Safety, and Environmental Committee approved the Golden Rules review in September of 2024 and now we are putting into place the Life Saving Rules, which are protocols that focus on critical controls of operational major risks. Senior leadership remains deeply involved, convening regular safety committee meetings. Field leadership continues to bolster safety interactions, and the emphasis of the Safety Training Program is on fostering a culture of prevention and enhanced risk perception among workers. Local leaders actively discuss and analyze performance to validate the effectiveness of our Management System.

We are in our third and final year of voluntary certification under the Responsible Gold Mining Principles of the World Gold Council, and are committed to the 10 principles addressing Environmental, Social, and Governance issues. The results of independent audits are published annually on our website, ensuring transparency in the process and placing Aura among the most trusted gold companies in the market. In 2024, Aura commenced the process of joining the United Nations Global Compact. This signifies our dedication to aligning our operations with universally accepted principles in the areas of human rights, labor, environment, and anti-corruption. By undertaking this commitment, we aim to further solidify our stance on responsible business practices and contribute positively to global sustainability efforts. The results of independent audits, or any other information contained on our website, any website mentioned in this prospectus, or any website directly or indirectly linked to these websites is not part of, and is not incorporated by reference in, this prospectus.

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Business

Overview

____________

Notes: To calculate last twelve months (LTM), we aggregate the results for the year ended December 31, 2024 with the results for the three months ended March 31, 2025 less the results for the three months ended March 31, 2024. The percentage amounts refer to the percent of revenue attributable to our products, country and mines, as applicable, for the LTM period ended March 31, 2025.

(2) Includes provisional prices.

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In recent years, we have delivered growth, profitability and operational efficiency, reflecting our success and commitment to generating sustainable value. This is evidenced by our significant increase in net cash generated by operating activities and Adjusted Free Cash Flow in recent periods, reaching US$41.2 million and US$29.1 million, respectively, in the three months ended March 31, 2025 (with a cash conversion from Adjusted EBITDA of 35.7%) and US$222.2 million and US$178.2 million, respectively, in the year ended December 31, 2024 (with a cash conversion from Adjusted EBITDA of 66.8%). Concurrently, we have enhanced our shareholder returns through increased dividend distributions and share repurchase programs, resulting in a 7.9% dividend yield in the year ended December 31, 2024. We have been successful in acquiring, developing and optimizing mining assets, driving portfolio expansion and enhancing productivity across our operations.

Key Operational & Financial Highlights	Unit	For the twelve months ended March 31, 2025(4)		For the three months ended March 31,				For the year ended December 31,
Key Operational & Financial Highlights	Unit	For the twelve months ended March 31, 2025(4)		2025		2024		2024		2023		2022
Production	GEO ‘000	259.1		60.1		68.2		267.2		235.9		243.0
Revenue	US$ millions	623.9		161.8		132.1		594.2		416.9		392.7
Gross profit	US$ millions	283.0		78.4		46.7		251.3		126.0		125.7
Operating Income	US$ millions	236.3		67.4		36.5		205.4		87.0		88.2
(Loss)/Profit for the year	US$ millions	(94.3	)	(73.2	)	(9.2	)	(30.3	)	31.9		66.5
Adjusted Net Income	US$ millions	87.7		30.2		11.2		69.2		62.4		79.6
Adjusted EBITDA	US$ millions	295.0		81.4		52.8		266.8		134.1		133.8
Adjusted EBITDA Margin	%	47.3	%	50.3	%	40.0	%	44.9	%	32.2	%	34.1	%
Net cash generated by operating activities	US$ millions	237.5		41.2		25.9		222.2		124.9		96.4
Adjusted Free Cash Flow(1)	US$ millions	192.4		29.1		13.5		178.2		80.4		57.5
Cash Conversion(2)	%	65.0	%	35.7	%	25.4	%	66.8	%	60.0	%	43.0	%
Cash Cost per gold equivalent ounce sold	(US$/GEO)	1,077		1,149		1,003		1,041		1,043		897
AISC	(US$/GEO)	1,361		1,461		1,287		1,320		1,325		1,118
Dividend Yield plus buybacks(3)	%	11	%	11	%	7.0	%	7.9	%	5.4	%	5.9	%

____________

(1) Adjusted Free Cash Flow is calculated as net cash generated by operating activities less Adjusted Capex. See “Presentation of Financial and Other Information — Special Note Regarding Non-IFRS Accounting Standards Financial Measures” for additional information and “Summary Consolidated Financial and Other Data — Reconciliation of Non-IFRS Accounting Standards Financial Measures” for a reconciliation to the applicable IFRS Accounting Standards Financial Measure.

(2) Cash Conversion is calculated as net cash generated by operating activities less Adjusted Capex divided by Adjusted EBITDA. See “Presentation of Financial and Other Information — Special Note Regarding Non-IFRS Accounting Standards Financial Measures” for additional information and “Summary Consolidated Financial and Other Data — Reconciliation of Non-IFRS Accounting Standards Financial Measures” for a reconciliation to the applicable IFRS Accounting Standards Financial Measure.

(3) Including shares and BDR buybacks. We calculate dividend yield as the announced dividend per share divided by the TSX share price (converted to US$) on the announcement date (dividend yield = dividend per share/share price at announcement date). The buyback yield is calculated as the total value of shares repurchased in the period divided by the average market capitalization on a given year in each case using the TSX share price converted to US$ (buyback yield = buybacks reported/average market capitalization for a given year). The dividend yield + buyback yield is the sum of the dividend yield and the buyback yield for the reporting period.

(4) To calculate the last twelve months (LTM) ended March 31, 2025, we aggregate the results for the year ended December 31, 2024 with the results for the three months ended March 31, 2025 less the results for the three months ended March 31, 2024.

Company Description

Operations

Our asset base grants us access to diverse geological regions each with a long history of mining activities and with mining regulations that traditionally have been favorable to the mining sector. Our gold is commercialized in the form of bullions — mined, processed and refined by us — and concentrates to international blue-chip brokers, trading firms and refineries.

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We believe that operating in several geographies, each of which are located within democratic countries, provides us with the advantage of diversifying our political, social and macroeconomic risks.

In the map below, we present the geographic footprint of our operating mines, development projects and exploration initiatives:

Assets in Operation and Ramp-up

Aranzazu — an underground copper mine operation, producing gold and silver as by-products, located within the Municipalities of Concepcion del Oro and Mazapil in the State of Zacatecas, Mexico, near its northern border with the State of Coahuila. The property is situated in a rugged mountainous area and can be accessed either from the city of Zacatecas, located 250 km to the southwest, or from the city of Saltillo, located 112 km to the northeast, in the State of Coahuila.

Aranzazu Mine and Plant Production

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Apoena — a mining complex located in the southwest of the state of Mato Grosso, Brazil, near Pontes e Lacerda which consists of the following gold mines: the Lavrinha open-pit mine, or “Lavrinha,” the Ernesto open pit mine, or “Ernesto,” the Japonês open pit mine, the Nosde open pit mine and the near open-pit mine prospects Japonês Oeste, Pombinhas and several other potential prospects.

Apoena Quarterly Production

Minosa — an open-pit heap leach gold mine located in the highlands of western Honduras, in the municipality of La Union, Department of Copan, approximately 150 km southwest of the city of San Pedro Sula.

Minosa Quarterly Production

Almas — an open pit gold operation located in the state of Tocantins, Brazil, that consists of three deposits (Paiol, Vira Saia and Cata Funda) and several exploration targets, including Nova Prata/Espinheiro, Jacobina and Morro do Carneiro, a total area of 101,000 hectares of minerals rights.

Almas Quarterly Production

Borborema Project — a greenfield open pit gold project, located in the municipality of Currais Novos, Rio Grande do Norte state, in the northeast of Brazil. Aura completed a Feasibility Study in August 2023 for this project, which indicated anticipated production of 748,000 ounces of gold over an 11.3-year mine life, with possibilities for even greater output. This project has probable mineral reserves of 812,000 oz gold, and a mineral resource profile that consists of 63.7 Mt at average grades of 1.01 g/t for 2,077 koz of indicated mineral resources (inclusive of probable mineral reserves) and 10.9 Mt at average grade of 1.13 g/t for 393 koz of inferred mineral resources. We have undertaken initial measures to start obtaining permits to move a road which crosses a portion of the deposit. Upon the road’s successful relocation, there

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would exist the potential to convert additional indicated mineral resources into probable mineral reserves (in addition to the current probable mineral reserves), depending on certain factors, such as gold price and exchange rate, among others. We announced on March 27, 2025 the beginning of the ramp-up phase of Borborema, which we expect to reach commercial production during the third quarter of 2025. During the first three years of operation, Borborema is projected to produce 83,000 GEO annually, with grades averaging 1.54 g/ton and a strip ratio of 3.61. And for the following three years, production is expected to stabilize at 65,000 GEO per year, with grades at 1.12 g/ton and the strip ratio of 3.77.

The following table sets out a summary of our assets in operation and ramp-up:

	Aranzazu	Minosa	Apoena	Almas	Borborema
Country	México	Honduras	Brazil	Brazil	Brazil
State/Province	Zacatecas	Copán	Mato Grosso	Tocantins	Rio Grande do Norte
LOM	9 years	4 years	4 years	10 years	11 years
Metals	Copper, gold, and silver	Gold (it also produces silver in small quantities)(4)	Gold (it also produces silver in small quantities)(4)	Gold	Gold
Stage	Operational	Operational	Operational	Operational	Ramp up
Mine Type	Underground	Open pit	Open-pit	Open pit	Open pit
Private Royalties or Streaming(1)	Yes (Royalty)	No	Yes (Royalty)	Yes (Royalty)	Yes (Royalty)
Economic Rights	100%	100%	100%	100%	100%
Production in year ended December 31, 2024 (GEO(2))	97,558 GEO	78,372 GEO	37,173 GEO	54,129 GEO	n.a.(3)
% of Revenue	33.1%	29.9%	37.0%		n.a.(3)
Production in three months ended March 31, 2025 (GEO(2))	20,456 GEO	17,654 GEO	8,876 GEO	13,101 GEO	n.a.
% of Revenue	31.1%	29.6%	39.3%		n.a.
Production in the last twelve months ended March 31, 2025	93,013 GEO	76,840 GEO	33,943 GEO	55,335 GEO	83,000 GEO(5)

____________

(1) We consider “private royalties” to be those payments made to the owners of the properties that do not belong to the Company, as well as payments to some previous project owners, in accordance with the terms of each purchase agreement. We consider “streaming” to be the amortization of structured debt to be paid as a percentage of the NSR. We do not currently have any streaming agreements in place.

(2) Copper and silver production are treated as Gold Equivalent ounce (GEO). GEO is calculated by converting the productions of silver and copper into gold using a ratio between the prices of these metals and gold. The prices used to calculate it at such proportions are based on the weighted average price of each of the metals obtained in sales of the Aranzazu unit during the reported period.

(3) Borborema mine is in ramp-up phase.

(4) The production volume of silver is not material.

(5) Considers the full production capacity of 83k GEO per year, expected for the first three years of operation.

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The following graph sets out our production growth, measured in GEO:

Projects under Development

In addition, we hold 100% of the economic rights in the following projects:

• Matupá Project, or “Matupa” — a gold project located in the northern part of the state of Mato Grosso, Brazil which consists of three deposits: X1 (gold), Serrinhas (gold), and Guarantã Ridge (base metal). The main focus for exploration was the X1, a 350-meter-long deposit which resulted in a mineral resource. Matupá’s claims consist of multiple exploration targets, including a copper porphyry target, in a total area of 62,500 hectares of mineral rights. Two additional exploration prospects acquired in 2024 are being advanced nearby, which include the Pé Quente Project, located 34 km from X1. As of the date of this prospectus, there has been insufficient exploration to define a mineral resource, and it is uncertain if further exploration will result in the exploration prospects as being delineated as a mineral resource. A qualified person has not done sufficient work to validate historical data and historical estimates and has not reviewed or provided any opinion about the accuracy of the underlying data or any parameters used to estimate or calculate the historical estimates. In order to update or verify historical estimates, drilling in Pé Quente is in progress. During the first four years of operation, Matupá is projected to produce 55,000 GEO annually, with grades averaging 1.36 g/ton, a strip ratio of 1.83, a cash cost of US$529 per ounce, and an AISC of US$710 per ounce.

Exploration Stage Properties

• Era Dorada Project, or “Era Dorada” or “Cerro Blanco” — a near-surface gold deposit located in Jutiapa, Guatemala. Era Dorada has two historical Feasibility Studies for either an open pit or an underground project. Within the Era Dorada Project, Aura also owns the Mita Geothermal project, which is an advanced-stage, renewable energy project licensed to produce up to 50 megawatts of power. Following our acquisition of Bluestone Resources, or “Bluestone,” we hold 100% of the interest in this project. On June 17, 2024, Bluestone received a notice from the Guatemalan Ministry of Environment (MARN) challenging the approval procedure for the open pit mining method at Era Dorada. In response, Bluestone has publicly stated its belief that the environmental permit amendment met and exceeded the applicable requirements.

Other Projects and Mines:

• Aura Carajás, or the “Serra da Estrela Project” — a permitted exploration target of 9,805 hectares, located in the Carajás area of the state of Pará, Brazil. It includes mineralization targets of iron-copper-gold oxide, or “IOCG” deposits along a 6 km strike with nine historical boreholes, composing a total of 2,552 meters. Aura has acquired exploration rights and options to test continuity and economic grades in the target area.

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• Tolda Fria Project, or “Tolda Fria” — a gold project located in the department of Caldas, Colombia. This project has a total of 6,624 hectares in rights minerals and we have been generating potential targets through early-stage exploration. Currently, this project is under care and maintenance.

• São Francisco Project, or “São Francisco” — part of Apoena, it is an open-pit gold mine and leaching located in the southwestern state of Mato Grosso, Brazil, approximately 560 km west of Cuiabá, the state capital. Currently, this mine is under care and maintenance.

For more detail on our mines, see “Mining Properties” and the technical reports included as exhibits to the registration statement of which this prospectus forms a part.

Competitive Strengths

Technically oriented team, Aura’s best asset

We are led by a senior management team of seasoned professionals with significant industry experience.

Our Board of Directors has complementary skills, from experience in the mining sector to entrepreneurial activities, with the Chairman of our Board and controlling shareholder, Paulo Brito having founded other companies that have become a global reference in the mining sector. Mr. Brito is a seasoned entrepreneur and mine developer who has founded and led several companies throughout his career. He was the founder and principal shareholder of Yamana Gold. In addition to Yamana, he established Mineração Santa Elina Indústria e Comércio S.A., a mining firm focused on the development, exploration, and research of various minerals. Among Mineração Santa Elina’s notable projects is Ligga, a high-grade iron ore deposit in Carajás, Brazil. Brito has also played a significant role in developing several other key mining projects, including Riacho dos Machados, Santa Luz, Fazenda Brasileira, Chapada, Serrote, and Mundial. These assets are now operated by industry leaders such as Vale, Lundin, Equinox, and others, reflecting his enduring impact on the global mining sector.

Subject to certain parameters set by our senior management, our local operations teams are empowered with the responsibility and authority to make the operational decisions at their respective mines. We believe that this structure contributes to a better dynamic of accountability, increased operational efficiency and professional development, and incentivizes innovation. This design allows our senior management to focus on the management of: (i) people, (ii) capital, (iii) performance, (iv) strategy, (v) compliance and controls, and (vi) growth, in addition to monitoring the main performance and safety indicators of our mines.

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Our culture (Aura 360 Culture)

We are focused on mining in complete terms — thinking holistically on how our business impacts and benefits everyone around us: our company, our shareholders, our employees and the countries and communities we serve. Our culture is embodied in our mandala, which is built by three axes and three concentric hoops. The hoops represent our clients (outer hoop), values (middle hoop), and practices (inner hoop). This represents the common thread that brings us together, strengthening our business and making a positive contribution to shaping a better world, both for the present and the future.

We believe that we uphold high standards in ESG (environmental, social and governance) performance through our “Aura 360” initiative, which integrates ESG principles into every aspect of our operations. Examples of our commitment are the core of everything we do, and can be seen in our recent achievements, including zero lost-time accidents in 2023 across all operations, only one minor lost-time accident in 2024, and zero lost-time accidents in 2025 to-date, the use of predominantly renewable electricity in all of our business units, and numerous and impactful environmental and community initiatives aimed at creating positive and lasting impacts.

At Aura, growth and sustainability progress hand-in-hand. Our Aura 360 Culture embodies an innovative and decentralized management model, whereby each operation is empowered to make decisions aligned with our organization’s strategic objectives. The effectiveness of this approach has been recognized on a global scale.

For the second consecutive year, we have been awarded the Socially Responsible Company (ESR, for its acronym in Spanish) Seal for our operations in Mexico (Aranzazu) and Honduras (Minosa). This prestigious certification, conferred by the Mexican Centre for Philanthropy (CEMEFI, for its acronym in Spanish) and the Honduran Foundation for Corporate Social Responsibility (FUNDAHRSE, for its acronym in Spanish), acknowledges companies that exhibit a steadfast commitment to sustainable practices, positive social impact and responsible corporate governance.

The certification process entails a rigorous evaluation based on the following key criteria:

• Corporate governance and business ethics, ensuring transparency and adherence to best management practices.

• Environmental stewardship, encompassing conservation initiatives, the efficient use of natural resources, and impact mitigation strategies.

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• Employee well-being and professional development, fostering a safe, inclusive, and growth-oriented workplace.

• Community engagement, reinforcing local partnerships and contributing to social and educational initiatives.

The attainment of the ESR Seal serves as a testament to our unwavering commitment to extending our impact beyond mining, promoting positive transformation in the regions where we operate, and upholding the highest standards of corporate social responsibility.

In addition to this recognition, we have been named one of the Mining Sector Companies of the Year 2024, in the category Growth — Medium-Sized Companies, securing over 54% of the public vote. This accolade reflects the confidence placed in us by the market and stakeholders, recognizing our capacity to innovate, expand and operate with integrity.

Our commitment remains unequivocal: to generate value for all stakeholders through increasingly safe, efficient and socially responsible operations. The Aura 360 Mandala serves as our guiding framework, reaffirming that each achievement is a reflection of our collective endeavor to advance towards more responsible and sustainable mining practices.

In addition, we achieved the Great Place to Work (GPTW) certification in all countries where we operate. This internal survey showed that 82% of employees perceive leadership actions as aligned with the Aura 360 culture, reinforcing our success in creating a positive and collaborative work environment.

Internal career growth was a key accomplishment, with 63% of senior management positions and 30% of management positions filled by internal candidates respectively by December 31, 2024. This demonstrates Aura’s commitment to developing employees supported by structured feedback and development planning. In 2024, 307 employees assessed the 360 cycle evaluation (compared to 218 in 2023), with positive outcomes and feedbacks with regards to work environment.

In 2024, Aura also successfully completed the compliance process with the World Gold Council, adhering to both the RGMP — 10 Responsible Gold Mining Principles and the CFGS — Conflict Free Gold Standards. Key strengths identified included ethical conduct, which is broadly embedded across Aura’s operations, and environmental stewardship, highlighted by practices and training related to cyanide management. In the coming years, the World Gold Council framework will guide ESG initiatives, driving continuous improvement and aligning operations with the highest sustainability standards.

Borborema, currently in ramp up phase and expected to reach commercial production by the third quarter of 2025, was designed with sustainability in mind. Borborema will also operate with 100% water recirculation and treat all reused water from the region. We have trained 57 community members, with 60% already hired to work at the unit. Additionally, more than 90% of our energy matrix is sourced from renewable sources, reinforcing our environmental responsibility.

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Capital allocation focused on return on capital

Our investment approach focuses on selecting assets with the potential to maximize return on invested capital, as contrasted with pursuing sheer scale. Our strategy is to start smaller, manageable projects, systematically de-risk them and then apply the cash flows generated from each project to fund future growth. We believe that this disciplined, step-by-step approach enables sustainable expansion while maintaining strong capital efficiency. We leverage both our experienced, technically oriented team as well as local expertise.

____________

(1) For each project, internal rate of return, or IRR is calculated using a discounted cash flow (DCF) model based on the projected cash flows over the project’s expected life of mine. Key inputs include: (a) initial capital investment (when applicable); (b) annual projected cash flows; (c) project life assumptions (based on the technical reports). For Matupá, it is based on the S-K 1300 Feasibility Study published on March 28, 2025 (d) considers the sensitivity analysis of 120% over the average selling price of US$1,667 used in the Matupa S-K 1300 Feasibility Study published on March 28, 2025; for Borborema, it is based on the S-K 1300 Feasibility Study published on March 28, 2025. The IRR considers a sensitivity analysis for multiple price scenarios, reflecting the recent hike and providing a more up-to-date basis compared to the latest technical reports. For Almas it is based on the S-K 1300 Feasibility Study published on April 10, 2025.

(2) Only includes capitalized exploration expenses.

Diversified portfolio with a well-balanced mix of operating and development assets

We have a combination of both (i) established, profitable operating assets, most of which have the potential for future expansion, as well as (ii) development projects which we plan to convert into operating assets in the coming years. We believe that with the potential expansion of our current production combined with our new projects, we can deliver consistent value while sustainably growing our operations.

Overall, our portfolio of operating assets is focused on gold production, supplemented with our copper production. We believe that gold has the additional advantage of serving as an inflation hedge owing to its supply scarcity and diverse use-cases, from a reserve asset commonly used to store value, to practical applications in jewelry and as a technology component.

Proven track-record of value creation through several sources

We have invested more than US$396 million of exploration and expansion capex since January 1, 2022 until March 31, 2025, increasing our mineral resources and reserves, returning US$218 million to our shareholders in dividends and buybacks since January 1, 2021.

Case Study: Aranzazu Turn-around

In January 2015, the Aranzazu operations were put in care and maintenance due to a combination of underperformance, higher costs and low copper prices.

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In 2017, we reassessed this mine with new geology, metallurgy, geotechnical and a new feasibility study with a focus on the first 5 years, which life-of-mine was later expanded. In 2018, we implemented the planned changes and achieved commercial production by December of that year. Since then, numerous improvements have been made, including more selective mining methods, ground control for stope stability and dilution prevention, enhanced mine infrastructure to reduce operational interruptions, and better metallurgical controls and plant process adjustments to increase productivity and recoveries for all metals.

In 2021, we increased Aranzazu plant production capacity by 30% with a minimal investment in a plant that has been in operation for decades. As a result, Aura is now producing more than double the amount of copper concentrate at a lower cost compared to the period before the mine was placed in care and maintenance, achieving a life-of-mine of 10 years.

Case Study: Apoena

Apoena is an open-pit mine located in the State of Mato Grosso, Brazil. It was put in care and maintenance by Yamana due to underperformance and low life-of-mine before being acquired by Aura. Since Aura acquired it, significant improvements have been made in geological interpretation, structural analysis and geometallurgy. Additionally, the mining method was changed to maximize the deposit value by shifting from unproductive and high cost underground mining to a selective open pit mine.

After seven years of producing between 37,000 to 68,000 ounces per year, we now have an approximate additional seven years of life-of-mine due to our continuous and efficient exploration investments.

Case Study: Almas

Almas is Aura’s first greenfield project, which was developed on time (in only 16 months) and substantially on budget (US$77 million). The ramp-up was achieved in 2023 in just 5 months, operating commercially at 4,000 tpd (tons per day) with a recovery ratio above 90%.

By the end of 2023, Almas was not only operating above its nominal capacity, but also embarked on an expansion to increase its capacity from 1.3 to 1.5 million tons.

In 2024, Almas had the lowest all in sustaining cash costs per gold equivalent ounce sold among all of Aura’s mines in production, and Almas’ production exceeded the expectation set out in its 2021 Feasibility Study.

In April 2025, Aura updated the Almas’ Feasibility Study which indicated an average annual production of 61,248 ounces of gold per year between 2025 and 2034 (10-year mine life), totaling 612k ounces of gold. The project was expected to yield an after-tax net present value (“NPV”) of US$393 million, considering the long-term gold price of US$2,212 per ounce.

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Ability and commitment to deliver cash generation and high return on capital

We believe that Aura distinguishes itself as a fast-growing, cost-competitive, efficient and high cash generation miner when compared to the largest companies in the gold mining sector, resulting from our unique combination of disciplined capital allocation, operational excellence and our focus on value creation across all stages of our portfolio.

Robust and consistent dividend payer in the mining sector

Aura distinguishes itself as a consistent and attractive dividend payer in the global metals and mining industry, returning an aggregate US$218 million to its shareholders through both dividends and share buybacks since January 1, 2021. The table below sets out the historical dividends paid and share buybacks by Aura:

____________

Notes: Includes shares and BDR buybacks. We calculate dividend yield as the announced dividend per share divided by the TSX share price (converted to US$) on the announcement date (dividend yield = dividend per share/share price at announcement date). The buyback yield is calculated as the total value of shares repurchased in the period divided by the average market capitalization on a given year in each case using the TSX share price converted to US$ (buyback yield = buybacks reported/average market capitalization for a given year). The dividend yield + buyback yield is the sum of the dividend yield and the buyback yield for the reporting period.

Backed by a disciplined capital allocation strategy, strong cash flow generation and a focus on high-return projects, we have established a distribution track record that reflects our commitment to delivering value to our shareholders.

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Growth Strategies

Continue improving efficiencies in our mining operations

____________

(1) Borborema average of production for the first three years based on the S-K 1300 Feasibility Study Report dated on March 28, 2025.

(2) Matupá average of production for the first four years based on the S-K 1300 Feasibility Study Report dated on March 28, 2025.

(3) The Mineração Serra Grande acquisition is subject to the fulfilment of certain conditions precedent. See “— Recent Developments — Acquisition of Mineração Serra Grande S.A.” and “Risk Factors — Risks Relating to the MSG Acquisition.”

Focus on growing mineral reserves and mineral resources and LOM expansion through investments in geology and acquisitions, and with additional exploration potential

We have been successful in expanding our mineral resources and mineral reserves. Despite the increase in our production, our additional resources and reserves have comfortably more than replaced the depleted GEO from production. Since 2018, we have delivered 113% production growth (from 112 kGEO for the 12 months ended December 31, 2018 to 259 kGEO for the 12 months ended March 31, 2025) through operational efficiencies, development and inorganic expansion while maintaining attractive exploration upside at competitive costs. We have witnessed a significant increase in our mineral resource and mineral reserve base, through a combination of efficient geological exploration campaigns (for example, 100,000 meters of drilling in 2024) and acquisitions (for example, our acquisition of Borborema).

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With over 563,558 hectares in our portfolio and our historically low discovery costs, we have the potential to keep adding mineral resources and mineral reserves and expanding the life-of-mine in most of our operations and projects.

We continue to increase our exploration expenditures.

____________

(1) Includes exploration expenses and exploration capital expenditure.

Capitalize on inorganic opportunities in a discipline fashion

We have a solid track-record of acquiring and optimizing operating mines in a value accretive way. We target assets that align with our long-term goals, complementing our existing portfolio and offering potential synergies and operational improvements. We adopt a disciplined approach of undertaking a rigorous due diligence process on the technical, environmental and financial characteristics of target assets, to determine if the proposed investment is within the scope of our expertise.

We are continuously evaluating available opportunities in the market, having recently acquired Borborema in 2022 and Bluestone (Era Dorada) in January 2025.

Our History

The Company was originally incorporated under the Business Corporations Act (Ontario), or the “OBCA” by Letters Patent dated July 12, 1946, under the name Baldwin Consolidated Mines Limited. By Articles of Amendment dated July 11, 1989, the Company changed its name to “Canadian Baldwin Holdings Limited” and consolidated its common shares on a 5:1 basis. By Articles of Amendment dated July 27, 2005, the Company changed its name to “Canadian Baldwin Resources Limited” and further consolidated its common shares on a 1.75:1 basis. By Articles of Amendment dated March 22, 2006, the Company changed its name to “Aura Gold Inc.” and by Articles of Continuance dated April 20, 2006, the Company was continued from the OBCA to the Canada Business Corporations Act, or the “CBCA”. By Articles of Amendment dated July 20, 2007, the Company changed its name to “Aura Minerals Inc.” By Articles of Amendment dated July 23, 2009, the Company consolidated all of its issued and outstanding common shares on the basis of one new common share for five previously issued and outstanding common shares. By Articles of Amendment dated December 30, 2016, the Company consolidated all of its issued and outstanding common shares on the basis of one new common share for ten previously issued and outstanding common shares. On December 30, 2016, the Company was continued from the CBCA to the BVI Business Companies Act (British Virgin Islands). On December 30, 2018, the Company approved the consolidation of all of its issued and outstanding shares on the basis of one new share for ten previously issued and outstanding shares.

Material Acquisitions, Investments and Divestments

On July 27, 2022, we announced that, through our wholly owned subsidiary, we had completed the sale of Gold Road by way of sale of all the issued and outstanding shares of its indirect wholly owned subsidiary Z79 to PPG Arizona Holdings Acquisition, LP, an affiliate of Pandion Mine Finance, LP. The deal was completed for a nominal cash consideration of US$1.00.

On September 22, 2022, we completed the acquisition of Big River pursuant to a joint venture with Aura and Dundee Resources (the “Big River Acquisition”). Following the completion of the Big River Acquisition, Aura indirectly owned an 80% interest in the Borborema Project, and Dundee Resources indirectly owned the remaining 20% interest. Borborema is a brownfield open pit gold project, located in the municipality of Currais Novos, Rio Grande do Norte state, in the northeast of Brazil. The project construction is fully licensed.

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Following August 30, 2023, our Board approved the construction of the Borborema Project, and Aura secured over US$145.0 million to fund construction through various means. Dundee Resources converted its ownership interest into a net smelter royalty, as a result of which we assumed ownership of a 100% equity interest in the Borborema Project. In September 2023, our indirect wholly owned subsidiary Cascar do Brasil Ltda. entered into a credit facility for approximately US$100.0 million with Santander Brazil Bank to partially fund the construction. Subsequently, in October 2023, Aura initiated a hedging program through gold collars to de-risk the project and ensure the return on capital invested during the initial three years of production. This program entitled us to receive premium payments from counterparties, totaling approximately US$14.5 million, which were also allocated to partially fund the Borborema Project’s construction. Additionally, in December 2023, Borborema Inc. entered into an agreement with Gold Royalty Corp to secure US$31.0 million in financing, comprising a US$21.0 million net smelter return royalty over the Borborema Project and a US$10.0 million gold-linked loan.

In November 2023, we entered into a subscription agreement, pursuant to which we acquired, in a non-brokered private placement 24,000,000 units of Altamira Gold Corp., or “Altamira” at a price of C$0.125 per unit, totaling an aggregate purchase price of C$3.0 million, or the “Altamira Offering”. Each unit consisted of one common share and one common share purchase warrant of Altamira. Each warrant is exercisable to acquire one share of Altamira at an exercise price of C$0.20 per share for a period of two years from the date thereof. Upon closing of the Altamira Offering, our ownership in Altamira represented approximately 11.35% of the issued and outstanding shares of Altamira on a non-diluted basis and approximately 17.00% of the issued and outstanding shares on a fully diluted basis.

On May 22, 2024, we announced that we had recently acquired, through our subsidiary Aura Matupá, the right to explore the Pé Quente and Pezão Projects, or the New Projects, in the state of Mato Grosso, Brazil. The New Projects consist of a total of 6 Mineral Rights and are located in the geological setting of Alta Floresta Gold Province and are within a 50 km radius of Aura’s Matupa Project and the X1 deposit.

On January 13, 2025, we completed the plan of arrangement with Bluestone Resources (the “Acquisition”). Bluestone was the owner of Era Dorada Project, also known as Cerro Blanco (“Era Dorada”), which is a near-surface gold deposit located in Jutiapa, Guatemala. Era Dorada includes two possible projects, including an underground project and an open pit project. Consideration for the acquisition comprised of cash consideration of US$18.3 million (equivalent to C$26.3 million), 1,007,186 common shares and 146,519,452 non-interest bearing contingent value rights, or “CVRs,” each entitling the holder thereof to a potential cash payment of up to C$0.2120, payable in three equal installments, contingent upon Era Dorada achieving commercial production over a 20-year term. The payment under the CVRs will be triggered when (i) Aura announces that commercial production at Era Dorada has been achieved, or (ii) Era Dorada has operated for 90 consecutive days with 80% or more of used capacity. For more information, see note 25b to our unaudited condensed interim consolidated financial statements for a discussion on assessment of the fair value of the CVRs.

Customer Base

As of December 31, 2024, we operated mines in three countries: Brazil, Mexico and Honduras. Additionally, we have three expansion projects in Brazil, one in Colombia and one in Guatemala. During the year ended December 31, 2024. Currently, all gold produced at the Apoena, Almas and Minosa Mines are sold directly or indirectly to three customers; and up to 70,000 metric tons per annum of copper concentrates produced at the Aranzazu Mine are sold directly to Trafigura México, S.A. de C.V. pursuant to the offtake agreement described below.

Our largest clients, Auramet International LLC, Asahi Refining Inc. and Trafigura México, S.A. de C.V. represented 46.8%, 18.9% and 31.1% respectively of our revenue (36.2%, 21.4% and 40.7% in 2023 and 36.2% 22.1% and 39.2% in 2022).

Gold prices are significantly affected by factors such as US dollar strength, expectations for US inflation and US bond yields, US interest rates cycle, international exchange rates, changes in reserve policy by central banks and global or regional political and economic crises. Due to these factors, the gold price fluctuates continually, and such fluctuations are beyond our control.

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Trafigura Copper Concentrate Offtake Agreement

On May 21, 2024, our subsidiary Aranzazu Holding, S.A. de C.V. entered into a purchase and sale agreement with Trafigura Mexico, S.A. de C.V. under which we agreed to sell, and Trafigura agreed to purchase, 100% of our copper concentrate production extracted from the mining lot named “Macocozac I”, part of the Aranzazu Mine for the years 2025, 2026 and 2027. The agreement establishes approximate product quantity and quality but grants Trafigura the right to purchase any excess volume and quality, unless expressly waived in writing. If we deliver less than the agreed minimum quantity, Trafigura may unilaterally extend the contract term to allow for delivery of the shortfall on the same terms.

While the agreement refers specifically to copper concentrate, Trafigura also agreed to purchase and pay us for the gold and silver content contained in the concentrate, which will be assayed and valued in accordance with industry standards. Deliveries are to be made monthly on a DAP (Delivered at Place) basis to Trafigura’s designated warehouses in Manzanillo or Guaymas, Mexico, at Trafigura’s option, though we may opt to shift deliveries to FOB terms. The agreement defines detailed chemical specifications for the concentrate, including a minimum copper content and limits on impurities such as arsenic, antimony and bismuth. If these specifications are not met, we may be subject to price penalties. The contract provides for annual treatment and refining charges to be deducted from the purchase price of the product, with the applicable rates varying by delivery year. The agreement provides that each party will independently conduct assays and exchange results, with discrepancies resolved either by averaging or, if beyond agreed tolerances, by a binding umpire assay conducted by a designated laboratory.

The purchase price is based on payable metals (copper, silver, and gold) calculated using benchmark prices published by the London Metal Exchange, for copper and the London Bullion Market Association, for silver and gold. The agreement provides for provisional payments shortly after shipment, with final settlement based on the confirmed assay results and the applicable average market prices. Weighing, sampling, and moisture determination will be conducted by Impala Terminals Mexico, S.A. de C.V. in accordance with applicable standards, with results deemed final and binding on the parties; provided that we may appoint an independent laboratory to observe the process. Trafigura may also extend to us a revolving credit facility of up to US$10 million, subject to credit approval, bearing interest at a floating rate equal to 3-month SOFR plus 3% to 4% per annum. As of the date of this prospectus, Aranzazu Holding, S.A. de C.V. has not used this credit facility.

Either party may terminate the agreement upon the occurrence of specified events of default, including material breaches that remain uncured for three business days following notice, cross-defaults under related agreements, or insolvency-related events such as bankruptcy proceedings or an admitted inability to pay debts. The agreement is governed by Mexican law and provides for dispute resolution by arbitration in Mexico City under the rules of the Arbitration Center of Mexico. It also includes customary provisions relating to force majeure, compliance with environmental and anti-corruption laws, and tax responsibilities.

Our Products

For the three months ended March 31, 2025 and year ended December 31, 2024, our primary source of revenue was from the sale of gold and copper mined from Aranzazu, Apoena, Minosa and Almas. In the three months ended March 31, 2025, we sold a total of 60,491 ounces of doré gold bars (compared to 69,086 ounces in the same period in 2024) at an average realized gold price per ounce sold, net of US$2,786 (US$1,999 per ounce in the same period in 2024), and 8.5 million pounds of copper contained in concentrate (compared to 9.2 million pounds in the same period in 2024). In the year ended December 31, 2024, we sold a total of 172,184 ounces of doré gold bars (compared to 128,230 ounces in 2023) at an average realized gold price per ounce sold, gross of US$2,308 (US$1,944 per ounce in 2023), and 37.0 million pounds of copper contained in concentrate (compared to 36.6 million pounds in 2023). Additionally, we sold 26,598 ounces of gold contained in concentrate at an average realized gold price of US$2,398 per gold ounce sold (US$1,951 per ounce in 2023). We have access to worldwide gold and copper concentrate markets and are not reliant on a specific purchaser for the sale of gold. In 2024, the copper concentrate produced in Aranzazu was sold to Trafigura (94%), and Ocean Partners (6%). See “Risk Factors.”

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Our Markets

Market Overview

As of December 31, 2024, we operated mines in three countries: Brazil, Mexico and Honduras. Additionally, we have three expansion projects in Brazil and one in Colombia and one in Guatemala. During the fiscal year ended December 31, 2024, gold represented 67% of our revenue (compared to 58% in the fiscal year ended December 31, 2023), while copper and gold concentrate revenue represented 33% of the total revenue (compared to 42% in the fiscal year ended December 31, 2023). Auramet International LLC, Asahi Refining and Stonex Commodities DMCC are customers of our Apoena, Almas Minosa Mines business segments. As of December 2024, Trafigura México, S.A. de C.V. is the sole customer for all copper concentrate produced in the Aranzazu Mine.

The table below sets out a breakdown of our revenue by segment for the periods indicated:

	For the three months ended March 31,		For the years ended December 31,‎
	2025	2024	2024	2023	2022
	(in millions of US$)
Revenue – Aranzazu Mine (Mexico) – Gold ‎and Copper Concentrate	50.3	44.2	196.8‎	176.8‎	163.8‎
Revenue – Apoena Mine (Brazil) – Gold	26.4	26.0	90.3‎	83.8‎	120.3‎
Revenue – Almas Mine (Brazil) – Gold	37.1	24.3	129.4‎	34.2‎	—‎
Revenue – Minosa Mine (Honduras) – Gold	48.1	37.6	177.7‎	122.1‎	108.6‎
Revenue	161.8	132.1	594.2‎	416.9‎	392.7‎

Marketing channels

Key Market Trends

The mining business is subject to global economic cycles which affect the marketability of products derived from mining. In particular, Gold prices are significantly affected by factors such as US dollar strength, expectations for US inflation and US bond yields, US interest rates cycle, international exchange rates, changes in reserve policy by central banks and global or regional political and economic crises. Due to these factors, the gold price fluctuates continually, and such fluctuations are beyond our control.

Competitive Environment

The precious and base mineral exploration and mining business are competitive. We compete with numerous other companies and individuals in the search for and the acquisition of mineral properties. Our ability to acquire mineral properties in the future will depend not only on our ability to develop our present properties, but also on our ability to select and acquire suitable producing properties or prospects for development or mineral exploration. See “Risk Factors — Risks Relating to Our Business and Industry — Substantial and increasingly intense competition may harm our business.”

Safety Policies

We value safety and have robust management systems in place to ensure the prevention of all workplace incidents. Senior leadership remains deeply involved, convening regular HSE Corporate Committee meetings. Field leadership continues to bolster safety interactions, and the emphasis of the Safety Training Program is on fostering a culture of prevention and enhanced risk perception among workers.

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Environment

Aura’s environmental initiatives include comprehensive efforts to maintain regulatory compliance and foster continuous improvement across its operations, ensuring sustainable growth through the Aura360 strategy. All environmental permits are currently in effect for active operations and construction projects, demonstrating our commitment to regulatory standards.

As part of these ongoing efforts, the construction of the effluent treatment plant at Borborema is advancing as planned. Designed for an average flow rate of 70.0 m³/h, this facility will ensure that all new water input in the production process comes from gray water, following a reverse osmosis treatment. By eliminating the need for water intake from natural sources, this initiative reinforces Aura’s commitment to responsible water management and environmental stewardship.

An important initiative was developed during 2024, the S.I.G.A. — Aura HSE Management System has been revised in its totality and were reinforced in all business units to uphold a standardized approach to HSE performance. The HSE Committee, which includes members of the senior management team, regularly analyzes and follows up on action plans to manage ESH (Environmental, Safety and Health) with KPIs across the corporate level and business units. Key environmental performance indicators are closely monitored to identify opportunities for efficiency improvements and reductions in diesel consumption and waste.

Aura’s Geotechnical Compliance

All of our tailings dams, open pit mines, underground mines, waste dumps and heap leach pads that are currently in operation or that are in care and maintenance are satisfactorily stable and comply with all current legislation and international practices. There are tailings dams at Aranzazu, Apoena and Almas and a heap leach pad at Minosa, each of which follows safety and risk management standards. We are in the process of undertaking studies and implementing dry stack tailings disposal at Matupa and Borborema, which will avoid the need to construct a tailings dam.

The tailings dams and heap leach pad were designed by experienced engineering companies, in accordance with the regulations in force in the areas in which the mines are located and with international best practices. All dams were built with the downstream method and have an operating manual that provides for the frequency of instrumentation reading, level controls, field inspections, among other matters. The data collected from the instruments and inspections are sent monthly to independent specialized consulting companies that evaluate the data and issue compliance reports that indicate safety conditions and recommendations, when necessary. On a monthly basis this information is reviewed by our executive committee. This procedure meets the highest industry standards.

We remain committed to the decommissioning and closure plan for the non-operational Aranzazu dams, in alignment with the Aura 360 initiative focused on social and environmental responsibility. The project is currently underway, with updates on its development and key operational aspects.

Our Suppliers

Dependence on raw materials

We rely on third party suppliers for a number of raw materials, such as water, electrical power, explosives, diesel and chemicals and cement, all of which are readily available.

Relationship with Suppliers

We rely on third-party contractors for several activities, including executing our mine plan and conducting ore and waste extraction in all our operating business units. These contracts are usually executed for a period of 3-5 years, following a competitive process where several companies (including potential new suppliers) participate on a regular basis.

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Price Volatility

Our business is exposed to the cyclicality of global economic activity and requires significant investments of capital. As a mining company, we are a supplier of gold and copper and exposed to macroeconomic and geopolitical events and industrial production. At the same time, investment in mining requires a substantial amount of funds in order to replenish reserves, expand and maintain production capacity, build infrastructure, preserve the environment and minimize social impacts. Sensitivity to macroeconomic and geopolitical events and industrial production, together with the need for significant long term capital investments, are important sources of risk for our financial performance and growth prospects. See “Risk Factors — Risks Relating to Our Business and Industry — Our business is exposed to the cyclicality of global economic activity and requires significant investments of capital.”

Dependence on Patents, Licenses, Contracts and Processes

In Brazil and Honduras, we sell our gold production to three clients, at spot prices and have no exclusivity or minimum supply commitment. In Mexico, we currently have an offtake agreement with Trafigura LLC, which expires in December 2026. See “— Marketing Channels” and “Risk Factors — Risks Relating to Our Business and Industry — Our products are sold to a small number of large customers.”

Seasonality

Our business is not subject to seasonality. With the exception of rainy seasons in Brazil and Honduras, which occasionally can negatively impact productivity, each of our mining properties allows for year-round mining activities.

Operations in Emerging Markets

Due to the risks inherent in mineral production and the desire to organize and structure its affairs in a tax-efficient manner, we hold each of our material properties in a separate corporate entity (through local subsidiary companies in foreign jurisdictions and other holding companies in various jurisdictions).

The risks of the corporate structure of the Company and our subsidiaries are risks that are typical and inherent for entities which have material assets and property interests held indirectly through foreign subsidiaries and located in foreign jurisdictions. Our business and operations in emerging markets are exposed to various levels of political, economic and other risks and uncertainties associated with operating in a foreign jurisdiction such as a difference in law, business culture and practices, banking systems and internal control over financial reporting.

Legal Proceedings

From time to time, we are and may be involved in disputes that arise in the ordinary course of our business. Any claims against us, whether meritorious or not, can be time consuming, result in costly litigation, require significant management time and result in the diversion of significant operational resources.

In 2022 the Quilombola community of Baião in the state of Tocantins made complaints that our gold mining project did not comply with the consultation requirements mandated by ILO Convention 169 (ratified by Brazil in 2004). In December 2022, an investigation by the Tocantins state prosecutor’s office alleged the Company’s failure to engage in proper dialogue with affected communities. The only formally recognized Quilombola community within the legal applicable 10 km radius of the relevant mining project is Lajeado, which was duly consulted in 2011 as part of the project’s licensing process. Notwithstanding, a public civil action was filed in December 2023 by the state prosecutor’s office. In response, we supported the inclusion of all nearby communities, including Baião, in a new consultation process as recommended by INCRA (Instituto Nacional de Colonização e Reforma Agrária). The preliminary injunction to suspend the license was denied at both the first and second judicial instances for lack of evidence. As a result of a conciliation hearing held on March 24, 2025, we formally agreed to all the requests presented by the state prosecutor’s office in view of our Social and Environmental Responsibility Policy. We expect that the prosecutor’s office will respond soon, to proceed with the agreement.

Our subsidiary, Mineradora Apoena S.A., is a party to a criminal proceeding initiated to investigate an alleged offense against urban planning and cultural heritage, as set forth in Article 63 of the Brazilian Environmental Crimes Law (Law No. 9,605/1998), arising from alleged activities carried out by the Mineradora Apoena S.A. in the vicinity

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of the Complexo Arqueológico Histórico das Ruínas de São Francisco located in the municipality of Vila Bela da Santíssima Trindade, State of Mato Grosso. Mineradora Apoena S.A. was acquitted by the lower federal court; however, such decision is still subject to appeal, which is currently pending judgment before the Federal Regional Court of the First Region (Tribunal Regional Federal da 1ª Região).

Our subsidiary Mineradora Apoena S.A. is a party to the Civil Public Action filed by the Brazilian Federal Public Prosecutor’s Office (“MPF”) with the aim of protecting and restoring the cultural heritage located in the region of the Arraial de São Francisco Xavier Archaeological Site, allegedly impacted by the activities carried out by Mineração Apoena S.A. in the Municipality of Vila Bela da Santíssima Trindade (MT), as a result of mining rights proceedings pending before the National Mining Agency (“ANM”) under No. 860.938/1982. First instance judgement granted the MPF’s claim, ordering Apoena to carry out the necessary measures to restore the original state of the surrounding area of the aforementioned archaeological complex, as well as to pay indemnification due to collective moral damages R$100.000,00. In addition, a preliminary injunction was granted to prohibit Apoena from using the surrounding area of the complex, under penalty of a daily fine. Apoena has filed an appeal which is currently pending judgement before the Federal Regional Court of the First Region (Tribunal Regional Federal da 1ª Região).

Our subsidiary Mineradora Apoena S.A. is a party to the Civil Public Action filed by the National Institute of Historic and Artistic Heritage — IPHAN, claiming the company caused degradation to the Arraial de São Francisco Xavier Archaeological Site, which is undergoing the heritage listing process and is of high historical and scientific relevance. IPHAN argues that the Company built a waste deposit in the area without taking the necessary precautions to protect the archaeological heritage. The preliminary injunction was partially granted to uphold the prohibition on the expansion of the waste deposit and any other interventions beyond the area already in use, in order to prevent impacts on structures identified in the Archaeological Report and/or on others that may not yet have been affected. Plaintiff requests company presents and implements a concrete proposal for the socialization of the São Francisco Xavier archaeological site through the development of a “Management Plan,” enabling the management of the historical-archaeological site with the aim of promoting it. Lawsuit awaits first instance judgement.

No penalties or sanctions have been imposed against us (i) by a court relating to securities legislation or (ii) by a securities regulatory authority, nor have we entered into any settlement agreements (a) before a court relating to securities legislation or (b) with a securities regulatory authority, during our most recently completed fiscal year, nor has a court or regulatory body imposed any other penalties or sanctions against us.

Intellectual Property

We rely on a combination of trademark, domain names and trade secret laws, as well as employee and third-party non-disclosure, confidentiality and other types of contractual arrangements to establish, maintain and enforce our intellectual property rights, including with respect to our proprietary rights related to our products and services. In addition, we license technology from third parties.

As of December 31, 2024, we did not own any patents or copyrights. We own a number of trademarks covering various brands, products and services, including “Aura Minerais” and “Aura” and domain names, including “www.auraminerals.com/.”

Employees

As of December 31, 2024, we had 1,394 full-time, permanent employees. The following table presents the breakdown of our full-time, permanent employees (in accordance with department criteria) as of the dates indicated.

	As of December 31,
Area	2024	2023
Administrative	0	225
Officers	3	3
Specialists	69	83
Managers	43	43
Operations	1,120	803
Supervisors	159	87
Total	1,394	1,244

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The following table presents a breakdown of our full-time, permanent employees by geographic location as of the dates indicated.

	As of December 31,
Region	2024	2023
Mexico	319	322
Honduras	349	346
Brazil	720	570
United States	6	6
Total	1,394	1,244

Relationship with Unions

A considerable number of our employees are represented by unions and subject to collective bargaining agreements. In the years ended December 31, 2024, 2023 and 2022, we did not experience strikes or work stoppages specific to our organization which prevented us from conducting our operations.

Organizational Structure

The table below is a list of our subsidiaries as of the dates indicated:

Entity Name	Country	Ownership interest
Aura Minerals Inc	British Virgin ‎Islands	100	%‎
Newington Corporation S.L.	Spain	100	%‎
Aranzazu Holding S.A. de C.V.	Mexico	100	%‎
Vila Bela Participações Ltda.	Brazil	100	%‎
Apoena Minerals (B.V.I.) Inc.	British Virgin ‎Islands	100	%‎
Pontes Resources (B.V.I.) Inc.	British Virgin ‎Islands	100	%‎
Aura Minerals Participações Ltda	Brazil	100	%‎
Mineração Apoena S.A.	Brazil	49	%‎
Aura Technical Services Inc.	U.S.A.‎	100	%‎
Aura Carajas Mineração Ltda	Brazil	100	%‎
Growth Investment Solutions LLC.	U.S.A.‎	100	%‎
Aura Almas Mineração S.A.	Brazil	100	%‎
Aura Matupa Mineração Ltda	Brazil	100	%‎
Aura Toldafria Ltd	British Virgin ‎Islands	100	%‎
AM B.V.	Netherlands	100	%‎
San Andres (B.V.I.) Inc.	British Virgin ‎Islands	100	%‎
RNC (Honduras) Limited	Belize	100	%‎
Minerales de Occidente S.A. de C.V.	Honduras	100	%‎
San Andres (Belize) Limited	Belize	100	%‎
Azacualpa (B.V.I) Inc.	British Virgin ‎Islands	100	%‎
Copan (B.V.I.) Inc.	British Virgin ‎Islands	100	%‎
Borborema Inc.	British Virgin ‎Islands	100	%‎
Borborema LLC	U.S.A	100	%‎
Crusader do Brasil Mineração Ltda.	Brazil	100	%‎
Cascar do Brasil Mineração Ltda.	Brazil	100	%‎
Crusader Nordeste Mineração Ltda.	Brazil	100	%‎
Bluestone Resources Inc.	Canada	100	%‎
Bluestone Guatemala Holdings Ltd.	Canada	100	%‎
Basalt Holdings Ltd.	Barbados	100	%‎
Between Oceans Holdings Ltd.	Barbados	100	%‎
Elevar Resources S.A.	Guatemala	100	%‎

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Mining Properties

This prospectus refers to estimated mineral reserves and mineral resources, including inferred mineral resources, indicated mineral resources, measured mineral resources, probable mineral reserves and proven mineral reserves. See “Scientific and Technical Information — Certain Definitions” for the definition of those terms. Unless the context otherwise requires, all references in this prospectus to “qualified person(s)” are to qualified persons as defined in S-K 1300. Our disclosure relating to exploration results, mineral resources, mineral reserves and exploration targets is based on supporting documentation prepared by qualified persons. Technical report summaries for each of our material mining operations have been prepared by qualified persons, as described herein, and are included as exhibits to the registration statement of which this prospectus forms a part.

Overview

Aura is a mid-tier gold and copper production company focused on the operation and development of gold and copper projects in the Americas. We have the following mineral properties:

Production Stage Mines

• The Minosa Mine (“Minosa”, “Minosa Mine”, the “Minosa Project”) — is an open-pit heap leach gold mine located in the highlands of western Honduras. The mine is situated in the municipality of La Union, Department of Copan, approximately 150 km southwest of the city of San Pedro Sula. The mine’s surface and mineral rights are owned by Minerales de Occidente, S.A. de C.V., or “Minosa”, a wholly owned indirect subsidiary of Aura existing under the laws of Honduras. For more information, see “— Individual Property Disclosure — The Minosa Mine.”

• The Apoena Mine (“Apoena”) — is a mining complex located in the southwest of Mato Grosso state, near Pontes e Lacerda in Brazil, which consists of the following gold deposits: Lavrinha open-pit mine (“Lavrinha”), the Ernesto open-pit mine (“Ernesto”), the Japonês open-pit mine, the Nosde open-pit mine, and several other near mine open-pit prospects including Bananal North, Bananal South, Japonês West, and Pombinhas, among others. The mining rights are (legally or beneficially) held by Mineração Apoena S.A. (Apoena), a company wholly owned by Aura. For more information, see “— Individual Property Disclosure — The Apoena Mine.”

• The Aranzazu Mine (“Aranzazu Property” or “Aranzazu Mine”) — is an underground copper mine that produces gold and silver as a by-product. It is located within the Municipalities of Concepcion del Oro and Mazapil in the State of Zacatecas, Mexico, near the northern border with the State of Coahuila. The property is situated in a rugged mountainous area and can be accessed from either the city of Zacatecas, located 250 km to the southwest, or from the city of Saltillo, located 112 km to the northeast in the State of Coahuila. We own the mining rights over the Aranzazu Property through our direct and indirect interest (via our 100% owned subsidiary Newington Corporation S.L.) in the capital stock of our Mexican subsidiary, Aranzazu Holding S.A. de C.V. (Aranzazu Holding), which in turn holds 100% of the mining rights over the Aranzazu Mine. For more information, see “— Individual Property Disclosure — The Aranzazu Mine.”

• The Almas Mine (“Almas”) — is a gold mine located in the state of Tocantins, Brazil. It comprises three deposits: Paiol, Vira Saia, and Cata Funda — along with several exploration targets such as Nova Prata/Espinheiro, Jacobina, and Morro do Carneiro, spread across a total area of 191,100 hectares of mineral rights. Our mineral rights cover the principal areas of interest, including the Paiol and Cata Funda gold deposits, which are controlled, respectively, by two Mining Concessions (9,137 ha). The Vira Saia deposit is held by two Mining Concession Applications (4,483.75 ha) submitted on March 5, 2013. For more information, see “— Individual Property Disclosure — The Almas Mine.”

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Projects in Development

• Borborema Project (“Borborema”) — is a greenfield open pit gold project, located in the municipality of Currais Novos, Rio Grande do Norte state, in the northeast of Brazil. Aura completed a Feasibility Study in August 2023 for this project, which indicated anticipated production of 748,000 ounces of gold over an 11.3-year mine life, with possibilities for even greater output. This project has probable mineral reserves of 812,000 oz gold, and a mineral resource profile that consists of 63.7 Mt at average grades of 1.01 g/t for 2,077 koz of indicated mineral resources (inclusive of probable mineral reserves) and 10.9 Mt at average grade of 1.13 g/t for 393 koz of inferred mineral resources. We have undertaken initial measures to start obtaining permits to move a road which crosses a portion of the deposit. Upon the road’s successful relocation, there would exist the potential to convert additional indicated mineral resources into probable mineral reserves (in addition to the current probable mineral reserves), depending on certain factors, such as gold price and exchange rate, among others. We now hold 100% of the shares of Borborema Inc., which indirectly owns Borborema and envisions the project to be economically strong and also a testament to its strategic growth in Brazil’s mining landscape. For more information, see “— Individual Property Disclosure — Borborema Project.”

• Matupá Project (“Matupa”) — is a gold project located in the northern part of the state of Mato Grosso, Brazil and consists of three deposits: X1, Serrinhas (gold), and Guarantã Ridge (base metal). The main focus for exploration was the X1 deposit, a 350-meter-long target which resulted in an established mineral resource and a NI 43-101 compliant technical report. The Matupá Project’s claims consist of multiple exploration targets, including a copper porphyry target, within a total mineral rights area of 62,500 hectares. Aura holds the mineral rights for nine properties, of which three cover an area of 15,333.81 hectares (“ha”) located within an existing Mining Concession (X1 Deposit, Serrinhas and Guarantã Ridge Targets). The other six properties totaling 47,172.65 ha are under an Exploration Permit. The Property totals 62,506.46 hectares in the Alta Floresta Gold Province. For more information, see “— Individual Property Disclosure — Matupá Project.”

Exploration Stage Properties

• Era Dorada Project (“Era Dorada”) — is a near-surface gold deposit located in Jutiapa, Guatemala. There are two possible options for this project, including an underground project and an open pit project. Within the Era Dorada Project, Aura also owns the Mita Geothermal project, which is an advanced-stage, renewable energy project licensed to produce up to 50 megawatts of power. Following our acquisition of Bluestone Resources, we hold 100% of the interest in this project. For more information, see “— Individual Property Disclosure — Era Dorada Project.”

Other Projects and Mines

• Aura Carajás (“Serra da Estrela Project”) — is a permitted exploration target of 9,805 hectares, located in the State of Para, Brazil, Carajás area. The area includes iron oxide copper gold (“IOCG”) mineralization targets along a 6 km strike with copper surface anomalies of up to 500ppm Cu and has nine historical exploration holes totaling 2,552 meters with positive intercepts showing mineralization. Aura acquired exploration rights and options to test for continuity and economic grades in the target area. For more information, see “— Individual Property Disclosure — Serra da Estrela Project (Aura Carajás).”

• São Francisco Gold Mine (“São Francisco”) — is part of Apoena and is an open-pit heap leach gold mine located in the southwest of the state of Mato Grosso, Brazil, approximately 560 km west of Cuiaba, the state capital. Currently, the mine is under care and maintenance and held for sale. We have existing surface rights over most of the project area either via direct ownership or agreements with landowners. There are no communities or permanent dwellings within the complex footprint.

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• Tolda Fria Gold Project (“Tolda Fria”) — is a gold project located in the department of Caldas, Colombia. This project has a total of 6,624 hectares in rights minerals and we have been generating potential targets through early-stage exploration. Currently, this project is under care and maintenance. Through our subsidiaries we acquired 100% of the interest in this project. For more information, see “— Individual Property Disclosure — Tolda Fria.”

Map

Our mines are located throughout the Americas, as shown in the map below.

The following tables set out our mineral reserves and mineral resources by material property as of the dates indicated.

Measured and Indicated Exclusive Mineral Resource Estimates (as of December 31, 2024)

Gold

Measured

Indicated

Measured & Indicated

Property

Deposit

Tones
(Kt)‎

Au
(g/t)‎

Au
(oz)‎

Tones
(Kt)‎

Au
(g/t)‎

Au
(oz)‎

Tones
‎‎(Kt)‎

Au
(g/t)‎

Au
(oz)‎

Almas(24)-(30)

Paiol

2,948

0.51

‎49,000‎

‎ 6,591‎

‎0.68‎

‎144,000‎

‎ 9,539 ‎

‎0.63‎

‎193,000‎

Almas(24)-(30)

Cata ‎Funda

‎228

‎1.47‎

‎11,000‎

‎293‎

‎1.22‎

‎11,000‎

‎520‎

‎1.33‎

‎22,000‎

Almas(24)-(30)

Vira Saia

‎501‎

‎0.86‎

‎14,000‎

‎ 2,306

‎0.68‎

‎50,000‎

‎ 2,806 ‎

‎0.71‎

‎64,000‎

Aranzazu(15)-(23)

Aranzazu

‎6,069‎

‎0.80‎

‎155,000‎

‎4,167‎

‎0.47‎

‎64,000‎

‎10,236‎

‎0.67‎

‎219,000‎

Minosa(6)-(14)

San Andres

‎1,457‎

‎0.34‎

‎16,000‎

‎24,218‎

‎0.40‎

‎310,000‎

‎25,675‎

‎0.40‎

‎326,000‎

Apoena(37)-(46)

Nosde-‎Lavrinha

‎125‎

‎0.62‎

‎2,500‎

‎1,641‎

‎0.94‎

‎49,640‎

‎1,766‎

‎0.92‎

‎52,150‎

Apoena(37)-(46)

Ernesto

‎—‎

‎51‎

‎0.81‎

‎1,332‎

‎51‎

‎0.81‎

‎1,332‎

Apoena(37)-(46)

Ernesto ‎Lavrinha ‎Connection

‎—‎

‎649‎

‎1.05‎

‎22,000‎

‎649‎

‎1.05‎

‎22,000‎

Apoena(37)-(46)

Pau-A-‎Pique

‎242‎

‎3.19‎

‎24,850‎

‎602‎

‎2.71‎

‎52,450‎

‎844‎

‎2.95‎

‎77,300‎

Apoena(37)-(46)

Japonês

‎—‎

‎38‎

‎1.12‎

‎1,350‎

‎38‎

‎1.12‎

‎1,350‎

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Gold

Measured

Indicated

Measured & Indicated

Property

Deposit

Tones
(Kt)‎

Au
(g/t)‎

Au
(oz)‎

Tones
(Kt)‎

Au
(g/t)‎

Au
(oz)‎

Tones
‎‎(Kt)‎

Au
(g/t)‎

Au
(oz)‎

Matupa(47)-(53)

X1‎

‎74‎

‎0.61‎

‎1,440‎

‎344‎

‎0.61‎

‎6,700‎

‎418‎

‎0.61‎

‎8,160‎

Borborema(31)-(36)

Borborema

‎—‎

‎37,700‎

‎0.97‎

‎1,085,00‎‎0‎

‎37,700‎

‎0.97‎

‎1,085,000‎

Era Dorada(54)-(60)

Era Dorada

30‎

5.35‎

5108

6,349

9.31

1,901,000

6,379

9.29

1,906,108

Total

11,647

‎0.74‎

278,898

84,949

1.35

3,698,472

96,621

1.28

3,977,400

Copper
		Measured			Indicated			Measured & Indicated
Property	Deposit	Tones (Kt)	Cu (%)	Cu (Klbs)	Tones (Kt)	Cu (%)	Cu (Klbs)	Tones (Kt)	Cu (%)	Cu (Klbs)
Aranzazu(15)-(23)	Aranzazu	6,069	1.06	141,893	4,167	0.81	74,710	10,236	0.96	216,603
Total		6,069	1.06	141,893	4,167	0.81	74,710	10,236	0.96	216,603

Silver
		Measured			Indicated			Measured & Indicated
Property	Deposit	Tones (Kt)	Ag (g/t)	Ag (oz)	Tones (Kt)	Ag (g/t)	Ag (oz)	Tones (Kt)	Ag (g/t)	Ag (oz)
Aranzazu(15)-(23)	Aranzazu	6,069	17.00	3,262	4,167	14.00	1,915	10,236	16.00	5,178
Matupa(47)-(53)	X1	74	2.69	6	344	3.39	38	418	3.27	44
Era Dorada(54)-(60)	X1	30‎	22.59‎	22‎	6,349	31.54	6,439	6,379	31.50	6,461
Total		6,173	16.58	3,290	10,860	24.04	8,392	17,033	21.33	11,683

____________

Notes:

(1) S-K 1300 definitions were used to estimate Mineral Resources.

(2) The Mineral Resource estimate is reported on a 100% ownership basis.

(3) Mineral Resources are exclusive to Mineral Reserves. Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability.

(4) The estimate of Mineral Resources may be materially affected by environmental, permitting, legal, marketing, or other relevant issues.

(5) Contained metal figures may not add due to rounding.

(6) The Qualified Person for, San Andres (Minosa) is SLR consulting (Canada) Ltd.

(7) The effective date of Mineral Resources for San Andres (Minosa) mine is December 31, 2024.

(8) Mineral Resources are contained within a pit shell and are estimated in situ.

(9) Mining dilution, mining losses, or process losses were not applied in estimating Mineral Resources.

(10) Mineral Resources are estimated at a cut-off grade of 0.187 g/t Au Oxide and 0.291 g/t Au Mix. Metallurgical recovery is 70% for oxide material and 45% for mixed material.

(11) Mineral Resources are estimated using a long-term gold price of US$2,200 per ounce.

(12) A minimum mining width of 6 m was used. The Mineral Resources are also constrained by a 50 m exclusion zone along the Agua Caliente River,

(13) Bulk density is estimated by lithology and averages 2.38 g/cm3.

(14) Surface topography as of December 31, 2024, and a 200m river offset restrictions have been imposed in San Andres.

(15) The Qualified Person for Aranzazu, mine is SLR consulting (Canada) Ltd.

(16) The effective date of Mineral Resources for Aranzazu mine is December 31, 2024.

(17) Mineral Resources are reported on an in-situ basis without applying mining dilution, mining losses, or process losses.

(18) Mineral Resources are estimated at an NSR cut-off value of $50/t.

(19) Mineral Resources are estimated using long-term price of US$2,000 per ounce of gold, US$4.20 per pound of copper, US$25 per ounce of silver, and a US$/MXN exchange rate of 1:20.5.

(20) Metallurgical recoveries are 91.3% for Cu, 79.5% for Au, and 62.8% for Ag. The figures only consider material classified as sulphide mineralization for Aranzazu.

(21) The NSR formula is as follows: NSR = 74.553 x Cu (%) + 47.932 x Au (g/t) + 0.431 x Ag (g/t).

(22) A minimum mining width of 2.0 m was used.

(23) Estimated bulk density ranges between 2.03 t/m3 and 5.51 t/m3.

(24) The Qualified Person for Almas mine is SLR consulting (Canada) Ltd,

(25) The effective date of Mineral Resources for Almas mine is December 31, 2024.

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(26) Mineral Resources are reported from optimized pit shells and are estimated in situ.

(27) Mineral Resources are estimated at a cut-off grade of 0.31 g/t Au for Paiol, 0.34 g/t Au for Cata Funda, and 0.32 g/t Au for Vira Saia.

(28) Mineral Resources are estimated using a long-term gold price of US$2,500 per ounce.

(29) A minimum mining width of five metres was used.

(30) Bulk density is 2.75 t/m3 for Paiol, 2.71 t/m3 for Cata Funda, and 2.63 t/m3 for Vira Saia.

Metallurgical recovery is 92% for high-grade (Au≥0.90 g/t) material, 90% for medium-grade (0.70≤Au<0.89 g/t), and 6% for low-grade (0.34≤Au<0.69 g/t).

(31) The Qualified Person for Borborema Mineral Resources is Erik Ronald, P. Geo (PGO #3050), Principal Consultant with SRK Consulting (U.S.), Inc. based in Denver, USA.

(32) The effective date of Mineral Resources for Borborema mine is January 31, 2023.

(33) Mineral Resources have been categorized subject to the opinion of a Qualified Person based on the quality of informing data for the estimate, consistency of geological/grade distribution, data quality, and have been validated using visual and statistical analyses.

(34) The economic CoG for Mineral Resources is 0.33 g/t Au based on the long-term outlook sale price of US$1,800/troy ounce of gold, 92.1% recovery, average mining costs of US$2.00/t, processing costs of US$14.82/t, G&A of US$1.38, and sustaining capital costs of US$0.62/t.

(35) An overall 61° (east side) and 37° (west side) pit slope angle, 0% mining dilution, and 100% mining recovery have been used.

(36) Mineral Resources were reported above the economic 0.33 g/t Au CoG and are constrained by an optimized resource pit shell with all material categorized as mineral reserves excluded from the resource calculation. The quantity of Indicated mineral resources listed above represents the Indicated mineral resources located outside the mineral reserve pit shell. The quantity of Inferred mineral resources represent Inferred located within the reserve pit shell and the resource pit shell. Inferred mineral resources are not considered to be of sufficient confidence for the application of reserve modifying factor

(37) The Qualified Person for Apoena mines is Farshid Ghazanfari, P.Geo. Aura’s Mineral Resource and Geology Manager

(38) The effective date of Mineral Resources for Apoena mine is December 31, 2024. The effective date of Mineral Resources and Mineral Reserve in the technical report for Apoena mines is October 31, 2023. Since then, we had additional exploration drilling and also mining activities in the Apoena mines. The changes since the effective date of the technical report are not material.

(39) Mineral Resources are reported from optimized pit shells for open pit mines and are estimated in situ.

(40) Mineral Resources are estimated based on a long-term gold price of US$2,200 per ounce for Nosde-Lavrinha and Ernesto open pit mines.

(41) Mineral Resources are estimated based on a long-term gold price of US$1,900 per ounce for Japones and Ernesto-Lavrinha Connection open pit mines.

(42) Mineral Resources are estimated using a long-term gold price of US$1,750 per ounce for Pau-a-pique underground mine.

(43) The Mineral Resource is based on a cut-off grade of 1.34g/t Au and minimum width of 2m in Pau-A-Pique mine (EPP).

(44) Mineral Resources are estimated in-situ from the 410m EL to the 65m EL, or from approximately 30m depth to 500m depth from surface in Pau-A-Pique mine (EPP).

(45) Surface topography was based on December 31, 2024 in EPP Mine except Pau-A-Pique mine.

(46) Density models based on rock types were used for volume to tonnes conversion with resources averaging 2.78 tonnes/m3 in Nosde-Lavrinhas mines for schist and 2.71 tonnes/m3 for meta-arenite and 2.77 tonnes/m3 in Pau-A-Pique mine, 2.65 tonnes/m3 in Ernesto mine, 2.76 tonnes/m3 in Japonês mine.

(47) The Qualified Person for Matupa project is Farshid Ghazanfari, P.Geo. Aura’s Mineral Resource and Geology Manager

(48) The effective date of Mineral Resources for Matupa project is August 31, 2022. and is 100% attributable to Aura.

(49) Mineral Resources are reported from optimized pit shells for open pit mines and are estimated in situ.

(50) The Measured and Indicated in situ Mineral Resources are contained within a limiting pit shell (using a gold price of US$1,800 per ounce Au) in Matupá.

(51) The base case cut-off grade for the estimate of Mineral Resources is 0.35 g/t Au in Matupá.

(52) The metallurgical recovery is estimated to be 93.2% for gold ascertained from metallurgical tests

(53) Surface topography used in the models was surveyed July 31, 2021.

(54) Era Dorada project mineral resource estimates have been prepared by Garth Kirkham, a Qualified Person as defined by S-K 1300.

(55) The Mineral Resource estimate is reported on a 100% ownership basis.

(56) Underground mineral resources are reported at a cut-off grade of 2.25 g Au/t. Cut-off grades are based on a assumed metal prices of US$2,500/oz gold and US$28/oz silver, and assumed metallurgical recovery, mining, processing, and G&A costs.

(57) Mineral Resources are reported without applying mining dilution, mining losses, or process losses.

(58) Resources are constrained within underground shapes based on reasonable prospects of economic extraction, in accordance with S-K 1300. Reasonable prospects for economic extraction were met by applying mining shapes with a minimum mining width of 2.0 m, ensuring grade continuity above the cut-off value, and by excluding non-mineable material prior to reporting.

(59) Metallurgical recoveries reported as the average over the life of mine and are assumed to be 96% Au and 85% Ag, respectively.

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(60) Bulk density is estimated by lithology and averages 2.47, 2.57 and 2.54 g/cm3 for the Salinas, Mita and mineralized vein domains, respectively. Stockpile mineral resources are based on unconsolidated specific gravity of 2.0 gm/mm3 along with gold and silver grades and metal content.

Proven & Probable Mineral Reserve Estimates (as of December 31, 2024)

Gold

Property	Deposit	Tones (Kt)	Proven Au (g/t)	Au (oz)	Tones (Kt)	Probable Au (g/t)	Au (oz)	Proven & Probable
Property	Deposit	Tones (Kt)	Proven Au (g/t)	Au (oz)	Tones (Kt)	Probable Au (g/t)	Au (oz)	Tones (Kt)	Au (g/t)	Au (oz)
Almas(23)-(32)	Paiol	5,950	1.04	198,000	7,514	1.20	290,000	13,464	1.13	488,000
Almas(23)-(32)	Cata Funda	456	1.80	26,000	267	1.41	12,000	723	1.66	38,000
Almas(23)-(32)	Vira Saia	1,133	1.16	42,000	2,019	0.95	61,000	3,152	1.02	104,000
Almas(23)-(32)	Heap Leach & Low Grade Stockpile	2,369	0.58	44,000	—	—	—	2,369	0.58	44,000
Aranzazu(13)-(22)	Aranzazu	6,783	0.73	158,000	4,690	0.52	79,000	11,473	0.64	237,000
Minosa(6)-(12)	San Andres	8,674	0.36	101,495	21,981	0.46	327,692	30,655	0.44	429,187
Apoena(33)-(40)	Nosde-Lavrinha	2,245	0.74	53,503	7,3	1.06	250,755	9,634	0.98	304,258
Apoena(33)-(40)	Ernesto	—	—	—	89	1.11	8,656	243	1.11
Apoena(33)-(40)	Ernesto-Lavrinha Connection	—	—	—	243	0.95	24,500	801	0.95	24,500
Apoena(33)-(40)	Pau-A-Pique	—	—	—	801	—	—	—	—	—
Apoena(33)-(40)	Japonês	—	—	—	245	1.04	8,200	245	1.04	8,200
Matupa(41-47)	X1	3,799	1.31	160,004	4,685	0.99	149,120	8,485	1.13	309,124
Borborema(48)-(53)	Borborema	—	—	—	22,455	1.12	812,000	22,455	1.12	812,000
Total		31,409	0.78	783,002	72,289	0.87	2,022,923	103,699	0.84	2,806,925

Copper

Property	Deposit	Tones (Kt)	Proven Cu (%)	Cu (Klbs)	Tones (Kt)	Probable Cu (%)	Cu (Klbs)	Tones (Kt)	Proven & Probable
Property	Deposit	Tones (Kt)	Proven Cu (%)	Cu (Klbs)	Tones (Kt)	Probable Cu (%)	Cu (Klbs)	Tones (Kt)	Cu (%)	Cu (Klbs)
Aranzazu(13)-(22)	Aranzazu	6,783	1.10	164,132	4,690	0.97	99,970	11,473	1.04	264,102
Total		6,783	1.10	164,132	4,690	0.97	99,970	11,473	1.04	264,102

Silver

Property	Deposit	Tones (Kt)	Proven Ag (g/t)	Ag (Koz)	Tones (Kt)	Probable Ag (g/t)	Ag (Koz)	Tones (Kt)	Proven & Probable
Property	Deposit	Tones (Kt)	Proven Ag (g/t)	Ag (Koz)	Tones (Kt)	Probable Ag (g/t)	Ag (Koz)	Tones (Kt)	Ag (g/t)	Ag (Koz)
Aranzazu(13)-(22)	Aranzazu	6,783	16.00	3,519	4,690	17.00	2,611	11,473	17.00	6,129
Total		6,783	16.00	3,519	4,690	17.00	2,611	11,473	17.00	6,129

____________

Notes:

(1) S-K 1300 definitions were used to estimate Mineral Resources.

(2) Mineral Reserves are the economic portion of the Measured and Indicated Mineral Resources. Mineral Reserve estimates include mining dilution and mining recovery. Mining dilution and recovery factors vary with specific reserve sources and are influenced by several factors including deposit type, deposit shape and mining methods.

(3) The estimate of Mineral Reserves may be materially affected by environmental, permitting, legal, marketing, or other relevant issues.

(4) The disclosure of the Mineral Reserve estimates and related scientific and technical information for the Aranzazu, San Andres, and Almas Mines has been prepared by qualified persons employed by SLR, as a company whose primary business is providing engineering or geoscientific services and qualified to sign each respective technical report under S-K 1300.

(5) Contained metal figures may not add due to rounding

(6) The effective date of SanAndres (Minosa) Mineral Reserve is December 31, 2024.

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(7) Mineral Reserves are estimated based on 100% ownership and using an average long-term gold price of US$2,000 per ounce

(8) Mineral Reserves are reported from the final pit design and estimated in situ.

(9) Mineral Reserves are reported as Run-of-Mine (ROM) material, reflecting ore delivered directly to the processing facility prior to crushing or beneficiation, after applying dilution (5%), mining recovery (95%), and operational adjustments incorporated into the final pit design. These adjustments include considerations for minimum mining widths, ramp placements, and geotechnical constraints to ensure practical mineability.

(10) The bulk density of ore is variable and applied in the geological block model; it averages 2.7 t/m³.

(11) The metallurgical recovery is 70% and 45% for Oxides and Mixed materials, respectively.

(12) Surface topography as of December 31, 2024, and a 200m river offset restrictions have been imposed, in San Andres.

(13) The effective date Aranzazu Mineral Reserve is December 31, 2024.

(14) The Mineral Reserve estimate is reported on a 100% ownership basis.

(15) Mineral Reserves are reported on an in-situ basis after applying dilution and mining recovery.

(16) Mineral Reserves are estimated at an NSR cut-off value of US$66.48/tonne.

(17) Mineral Reserves are estimated using an average long-term price of US$2,000/oz Au, US$4.20/lb. Cu, and US$25.00/oz

(18) Ag, metallurgical recoveries of 91.3% Cu, 79.5% Au, and 62.8% Ag, and a US$/MXN exchange rate of 1:20.5.

(19) The NSR formula is as follows: NSR = 74.553 x Cu (%) + 47.932 x Au (g/t) + 0.431 x Ag (g/t).

(20) A minimum mining width of 2.0 m was used.

(21) Bulk density is estimated and has an average value of 3.08 t/m3.

(22) Metallurgical recoveries reported as average over the life of mine.

(23) The effective date Almas Mineral Reserve is December 31, 2024.

(24) Mineral Reserves are reported on an in-situ basis after applying dilution and mining recovery.

(25) Mineral Reserves are 100% attributable to Aura.

(26) Bulk density is 2.75 t/m3 for Paiol, 2.64 t/m3 for Vira Saia and 2.67 t/m3 for Cata Funda.

(27) Mineral Reserves are reported on an in situ basis after applying dilution and mining recovery.

(28) Mineral Reserves are estimated using a cut-off grade of 0.38 g/t Au for Paiol, 0.40 g/t Au for Vira Saia and 0.42 g/t Au for Cata Funda.

(29) Metallurgical recovery is 92% for high-grade material, 90% for medium-grade, and 86% for low-grade and stockpiles.

(30) Low-grade material: 0.34≤Au<0.69; medium-grade: 0.70≤Au<0.89; high-grade: Au≥0.90. All grades in g/t.

(31) Mineral Reserves are estimated using an average long-term price of $2,000/oz Au.

(32) Surface topography based on December 31, 2024 in Almas.

(33) The Mineral Reserve estimate for the Apoena Mines was prepared under the supervision Farshid Ghazanfari, P.Geo. as a Qualified Person as defined by S-K 1300, qualified to execute the EPP Technical Report under S-K 1300. Mr. Farshid Ghazanfari is the Geology and Mineral Resources Manager for the Company.

(34) The effective date Apoena mines Mineral Reserve is December 31, 2024. The effective date of Mineral Resources and Mineral Reserve in the technical report for Apoena mines is October 31, 2023. Since then, we had additional exploration drilling and also mining activities in the Apoena mines. The changes since the effective date of the technical report are not material.

(35) The Mineral Reserve estimate is reported on a 100% ownership basis.

(36) Mineral Reserves are reported on an in-situ basis after applying dilution and mining recovery.

(37) Nosde-Lavrinha mine mineral Reserves are confined within an optimized pit shell that uses the following parameters: gold price 2,000 US$, exchange rate of 5.30 Brazilian Real: US$1.00; total process cost: US$13.32/t; mining costs: US$2.16/t, general and administrative costs: US$4.42/t; sustaining costs: US$0.33/t processed; metallurgical recovery of 93.5%; mining recovery 95% for meta arenite and 98% for schist, mining dilution of 20%; overall slope angle 38°. The cut-off grade for the estimate of mineral resources is 0.47 g/t Au.

(38) Ernesto Mineral Reserves are estimated using pit designs which have been optimized using only Indicated Resources at $2,000/oz. gold price. Mineral Reserves were estimated at a cut-off grade of 0.47 g/t Au and applying 20% dilution factor with 98% mining recovery.

(39) Japones and Ernesto-Lavrinha Connection Mineral Reserves are estimated designed pit using only Measured and Indicated resources, which has been optimized using US$1,700/oz. gold price. Mineral Reserves were estimated at cut-off grade of 0.47 g/t Au and applying 40% dilution factor and 98% mining recovery.

(40) Surface topography based on December 31, 2024 in Apoena Mines.

(41) Mineral Reserve estimates for the Matupá Gold Project was prepared under the supervision of Luiz Pignatari, P.Eng. as a Qualified Person as defined by S-K 1300, qualified to execute the Matupá Technical Report under S-K 1300.

(42) The effective date Matupa Mineral Reserve is August 31, 2022.

(43) The Mineral Reserve estimate is reported on a 100% ownership basis.

(44) Mineral Reserves are reported on an in-situ basis after applying dilution and mining recovery.

(45) The Mineral Reserve Estimate is based on an updated optimized shell using US$1,500/oz gold price, average dilution of 3%, mining recovery of 100% and break-even cut off grades of 0.35 g/t Au for X1 pit.

(46) The metallurgical recovery is estimated to be 93.2% for gold ascertained from the Consolidations tests

(47) Surface topography as of July 31, 2021, in Matupá.

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(48) The Qualified Person for the Borborema Reserve Estimate is Bruno Yoshida Tomaselli, B.Sc., FAusIMM, an employee of Deswik.

(49) The effective date Borborema Mineral Reserve is July 31, 2023.

(50) The Mineral Reserve estimate is reported on a 100% ownership basis.

(51) Mineral Reserves are reported on an in-situ basis after applying dilution and mining recovery.

(52) Mineral Reserves are confined within an optimized pit shell that uses the following parameters: gold price including refining costs US$1,472/oz; mining costs US$2.40/t weathered material, US$2.80/t waste fresh rock, US$3.20/t ore fresh rock; processing costs US$14.82/t processed; general and administrative costs US$2.8 M/a; sustaining costs US$0.62/t processed; process recovery of 92.1%; mining dilution of 5%; ore recovery of 95%; and pit inter-ramp angles that range from 36 – 64°.

(53) Surface topography as of July 31, 2023, in Borborema.

Inferred Mineral Resource Estimates (as of December 31, 2024)

Gold

		Inferred
Property	Deposit	Tones (Kt)	Au (g/t)	Au (oz)
Almas(24)-(30)	Paiol	2,606	0.77	65,000
Almas(24)-(30)	Cata Funda	599	1.30	25,000
Almas(24)-(30)	Vira Saia	357	0.91	10,000
Aranzazu(15)-(23)	Aranzazu	5,623	0.44	78,808
Minosa(6)-(14)	San Andres	8,550	0.45	123,000
Apoena(37)-(46)	Nosde-Lavrinha	1,649	1.69	89,809
Apoena(37)-(46)	Ernesto	472	2.32	35,230
Apoena(37)-(46)	Ernesto-Lavrinha Connection	99	0.87	2,770
Apoena(37)-(46)	Pau-A-Pique	71	2.47	5,660
Apoena(37)-(46)	Japonês	4	1.37	190
Matupa(47)-(53)	X1	78	0.78	1,950
Borborema(31)-(36)	Borborema	10,900	1.13	393,000
Era Dorada(54)-(60)	Era Dorada	605	6.02	117,000
Total		31,614	0.93	947,417

Copper

		Inferred
Property	Deposit	Tones (Kt)	Cu (%)	Cu (Klbs)
Aranzazu(15)-(23)	Aranzazu	5,623	0.82	101,897
Total		5,623	0.82	101,897

Silver

		Inferred
Property	Deposit	Tones (Kt)	Ag (g/t)	Ag (Koz)
Aranzazu(15)-(23)	Aranzazu	5,623	14.00	2,496
Matupa(47)-(53)		78	1.25	3
Era Dorada(54)-(60)	Era Dorada	602	19.68	383
Total		6,303	14.22	2,882

____________

Notes:

(1) S-K 1300 definitions were used to estimate Mineral Resources.

(2) The Mineral Resource estimate is reported on a 100% ownership basis.

(3) Mineral Resources are exclusive to Mineral Reserves. Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability.

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