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

Welcome to the Annual Meeting of Aura Minerals Inc. Please note, the meeting will be recorded. I would like to introduce Rodrigo Barbosa, Chair of today's meeting. Mr. Barbosa, please go ahead.

Good morning. It's now 10 a.m. My name is Rodrigo Barbosa, President and CEO of Aura Minerals, and I will 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 all our shareholders regrades of the physical location to participate, submit questions and vote. 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 the mine. 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 click and ask a question on upper left side of your screen, typing out the questions and click submit. Please note that there might be a slight delay in the publication of the communication received. Please feel free to submit questions on the presented motions until polls close. In the interest of time, we will read each of the resolutions and address questions once they have been read. For the purpose of the meeting today, voting on all matters will be conducted by electronic ballot. 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 or discussion on all resolutions prior to the casting your vote. When polls are announced, open, please click on the voting button and submit your votes accordingly. You will only have a certain amount of time to do so when the polls are opened. If you are a registered shareholder and have already voted by proxy prior to the proxy cutoff time and do not wish to change or revoke your previous role, please do not vote again when the ballots appear on your screen. By voting again, you will be revoking 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 objection, I will appoint Lori Winchester 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 on all matters will be conducted by electronic ballot. Only registered shareholders who held shares in their name as of May 8, 2024, the record date of this meeting or their validly appointed proxy holders are entitled to vote at this meeting. I am advised that the requisite number of shareholders for a quarter is present and that we have the preliminary scrutineers report, which indicates a majority of shareholders have voted in favor of each of the resolutions. The final scrutineer's report will be annexed to the minutes of this meeting. I confirm that the meeting together with the management information circular, form of proxy, financial statements of the company and auditor's report thereon have been made to scrutiny holders of the company entitled to receive a notice. A copy of these materials are also available on SEDAR. Unless there are any objectives, I propose that which is best -- with the reading of the notice of the meeting. I now declare that the requisite quorum of shareholders is present, and the meeting has been properly called and is regularly constituted for the transaction of business. To be effective, all resolutions required affirmative vote of the majority of votes cast. We will conduct the vote on the matters before us by electronic ballot. Every shareholder entitled to vote on the matter has one vote in respect of each share entitled to vote on the matter and held by that shareholder. The polls will open for all resolutions 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 the 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 on all resolutions. The results of the meeting will be publicly released and available on our website. I now place before the meeting the financial statements of the company as at for the year ended December 31, 2023, together with the auditor's report to the shareholders. A copy of these documents are also available for review on SEDAR. The next item of business is the election of directors. The following persons have been nominated by management for election as directors. Paulo de Brito, Stephen Keith, Bruno Mauad, Pedro Turqueto, Richmond Fenn, Paulo de Brito Filho, Fabio Luis Ribeiro. As the Directors not received notice in accordance with the company's memorandum of associations and articles of associations of any other nominations, I declare nominations closed. Based on the proxies received, I can confirm that each of the Directors individual received well over a majority of the votes cast for him. To streamline the voting process, we will elect individual Director to an on goes resolution. The number of directors to be elected at the meeting is 7. I now move that each of the 7 individual nominees whose name has been read be 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. Kleber Cardoso, please second the motion?

I second the motion.

I will now turn to the voting on the motion. 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 the casting your vote. The next item of business is the appointment of an auditor. KPMG, LLP and KPMG Auditors Independent Limited are proposed as auditor of the company to hold office until the next Annual Meeting of Shareholders. I move that KPMG, LLP and KPMG Auditors Independent be appointed auditors of the company until the close of the next Annual General Meeting of Shareholders and that the directors be authorized to fix the auditor's remuneration.

I second the motion.

Please feel free to cash for vote now or wait until conclusion of discussions on all resolutions prior to casting your vote. The next item of business is to consider and if deemed advisable approved with or without variation, the adoption of the new [ ownable ] incentive plan of the company, LTIP plan. The LTI plan reserves for issuance together with all other securities-based compensation arrangements of the company, a maximum of 80% of the total number of issued and outstanding common shares of the company from time to time. It is proposed that the following resolutions be approved. The LTI plan as more particularly described in the management information circular of the company dated May 9, 2024, is hereby ratified and approved by the company is authorized and granted awards as defined therein person Tier 2. The total number of common share reserves and available for issues under the option plan shall be reduced to the number of common shares underlying outstanding legacy options as each item is defined in the LTI plan outstanding on the date of this resolution. The total number of common shares to be reserved and available for grant and issuance pursuit to the LTI plan, together with all other securities-based compensation agreements of the company shall be equal to 80% of the total number of issued and outstanding common shares from time to time, subject to adjustment as may be required in accordance with the terms of the LTI plan. Any one Director or officer of the company is hereby authorized and directed for and on behalf of the company to execute our cost to be executed and to deliver or cost to be delivered all such documents, and to do our cost to be done all such acts and things as such director are also may deem necessary or desirable in connection with the foregoing resolution.

I second the motion.

Please feel free to cast your vote now or wait until conclusion or discussion and all resolutions prior to casting your vote. 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 a discussion, if any, relating to the motions. Are there any questions? Well, thank you for your questions today. There was no questions. That concludes the discussion of the motions. The polls will be closed shortly for those of you who have not voted on all the resolutions, please do so now. [Voting]

Well, this concludes our discussions on the resolutions. I will now turn to the voting on the motions. I will be closing the polls shortly. For those of you who have not voted on all the resolutions, please do so now. Well, it's now 10:12, I'll close the polls on all resolutions to our online views to catch up. The polls are now closed. Based on the preliminary report I have received from the scrutineer, I declare all resolutions carried. Thank you. This concludes the formal business of the meeting. As 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.