Aura Minerals Inc. (AUGO) Earnings Call Transcript & Summary

Welcome to the Annual General and Special Meeting of Aura Minerals Inc. Please note that the meeting is being recorded. I would like to introduce Rodrigo Barbosa, Chair of today's meeting. Mr. Barbosa, please go ahead.

Good morning. It's now 10:00. My name is Rodrigo Barbosa, President and CEO of Aura Minerals, and I'll chair today's meeting. On behalf of the Board of Directors, I welcome you to the Annual Meeting of Shareholders of Aura Minerals. We are pleased to host the meeting through this virtual meeting platform, accessible to our shareholders regardless of physical location to participate, submit questions involved. As this meeting is being held online via live webcast, it is appropriate to set out a few rules for online participants for the orderly conduct of this meeting. Please note that only registered shareholders or duly appointed proxy holders who have logged in with a valid 12-digit control number and the appropriate password can vote and ask questions at today's meeting. If you have logged in as a guest with your email address, you will not be able to vote or ask questions. Registered shareholders and duly appointed proxy holders who have questions on a formal item of business may submit their questions by clicking ask questions, present on the upper left side of your screen. Typing out the questions and clicking submit. Please note that there might be a slight delay on the publication of the communications received. Please feel free to submit questions on the presented motions until polls close. In the interest of time, we will read each of our resolutions and address questions once they have been read. On the purpose of the meeting today, following in all matters will be conducted by electronic vote. Polling will open upon commitment of the formal portion of the meeting and remain open for you to vote at any time until the polls are closed. You may choose to vote on each resolution immediately or wait until conclusion of discussions on all resolutions prior to casting your vote. When polls are announced open, please click on the voting button and submit your vote accordingly. You will only have a certain amount of time to do so when the polls are open. If you are a registered shareholder and have already voted by proxy prior to our proxy cutoff time and do not wish to change and revoke your previous vote. Please do not vote again when the ballot appear on your screen. By voting again, you will be revoking in your previous vote. I would now like to call the meeting to order. I'll ask George Weston to act as a Secretary of the meeting. And unless there is any objections how appropriate Rosa [indiscernible] of TSX Trust Company to act as a scrutineer of the meeting. In order to facilitate the procedural aspects of the meeting, we have asked certain shareholders to move and second the various motions that will arise. As noted previously, voting all matters will be conducted by electronic ballot. Only registered shareholders who held shares in their name as May 4, 2026, the record date of this meeting, or the validity appointed proxy holders are entitled to vote at this meeting. I am advised that a requisite number of shareholders for a call is present. And we have the preliminary scrutineers report, which indicates a majority of shareholders have voted in favor of each of the ordinary resolutions. And more than 2/3 of shareholders has voted in favor of the special resolution. The final scrutineers' report will be annexed to the minutes of the meeting. I confirm that the notice of the meeting together with the form of proxy, annual report on Form 20-F and related financial statements of the company, including the auditors report thereon, have been mailed or made available to shareholders of the company entitled to receive notice. Copy of these materials is also available on EDGAR. Unless there are any objectives, I propose we dispense with the reading of the notice of the meeting. I now declare that the requisite form of shareholders is present, and this meeting has been properly called and is regularly constituted for the transaction of business. To be effective, all resolutions require an affirmative vote of the majority of votes cast. We will conduct the votes on the matters before us by electronic ballot. Every shareholder entitled to vote on the matter has 1 vote in respect to each share entitled to be voted on the matter and held by that shareholder. The polls will open for all resolutions at the time, at the same time. This will allow you to choose to vote on each resolution immediately or wait until conclusion of discussion on all resolutions prior to casting your vote. We will run through each of the formal matters of business and respond to questions related to these matters. If any, prior to closing of the polls. I now declare the polls open for all resolutions. Once discussion of all items of business has concluded, you will be giving time to enter your votes and declare voting closed in all resolutions. The results of the meeting will be publicly released and available on our website. The first item of business is the election of directors. The following persons have been nominated by management for election as director. Paulo de Brito, Stephen Keith, Bruno Mauad, Pedro Turqueto, Richmond Fenn, Paulo de Brito Filho. As a director, I have not received notice in accordance with the company's memorandum of association and articles of associations of any other information and declare nominations closed. Based on proxies received, I can confirm that each of the directors individually received well over majority of the votes cast for him. To streamline the voting process, we will elect each individual director through 1 ominous resolution. The number of directors to be elected at the meeting is 6. I now move that each of the 6 individual nominees whose name has been read and is hereby elected as a Director of the company to hold office until the end of the next annual meeting or until his respective successor is duly appointed. Will Kleber Cardoso, please second the motion.

I second the motion.

I will now turn to the voting on the motions. If you haven't done so already, please feel free to cast your vote now or wait until conclusion of discussions on all resolutions prior to casting your vote. [Voting]

The next item of business is to appointment of auditor. KPMG LLP and KPMG Auditors Independent Limited are proposed as auditors of the company to hold office until the next Annual Meeting of Shareholders. I move that KPMG LLP and KPMG Auditors Independent LTDA appointed auditors of the company until the close of the next Annual General Meeting of shareholders and that PAUSE the directors be authorized to fix the auditors remuneration.

I second the motion.

Please feel free to cast your vote now or wait until conclusion of discussions on all resolutions prior to casting your vote. [Voting]

The next item of business as a special resolution is to consider and if deemed advisable approve with or without variation, the adoption of amenities to the memorandum and articles of association of the company. Note, this resolution is a special resolution requiring the affirmative vote of at least 2/3 of the votes cast. It is proposed that the following special resolution be approved. A, the amendment and restated memorandum of articles of association of the company, substantially informed presented to the meeting, the amendment and restated MAA, B and are hereby approved and adopted in substitution for and to the exclusion of the existing memorandum and Articles of Association of the company. We affect from the date of registration and amended and restated MAA by the registered of corporate affairs in the British Virgin Islands and B, the registered agent of the company being and is hereby authorized to execute and filed the amendment and restated MAA with the register of Corporate Affairs in British Virgin Islands and to all and to do all such acts and third, things has made be necessary or desired to give effect to the resolution.

I second the motion.

Please feel free to cast your vote now or with into conclusion of discussions on our resolutions prior to casting your vote. [Voting]

With this, all the motions have been read. Are there any other formal business that may be properly brought before the meeting? If there is no further business to be brought before the meeting, I move to terminate the meeting following the closing of the polls.

I second the motion.

We will now proceed to address questions, if any, relating to the motions. Well, as there's no question, that concludes the discussion of the motions. The polls will close shortly. For those of you who have not voted on all the resolutions, please do so now. It is now 10:13 and now close the polls on all resolutions and to allow online viewers to catch up. The polls are closed. Based on the preliminary report I have received from the scrutineer, I declare all resolutions carried. Thank you. That concludes the formal business of the meeting. And there is no further business to be brought before the meeting, I now declare the meeting terminated.

Thank you for attending today's meeting. You may now disconnect.