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

Welcome to the Annual General 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.

Thank you. Good morning. It's now 10:00 am. 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, Inc. We are pleased to host the meeting through this virtual meeting platform accessible to all our shareholders regardless of physical location to participate, submit questions and vote. 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 e-mail address, you will not be able to vote or ask questions. Registered shareholders and duly appointed proxy holders who have questions on the formal item of business may submit their questions by clicking on Ask A Question button on the upper left side of your screen, typing out the questions and clicking Submit. Please note that there might be a slight delay in 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 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. Voting will be opened upon commencement 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 discussion on all resolutions prior to casting your vote. When polls are announced open, please click on Voting button and submit your votes accordingly. We will only have a certain amount of time to do so when the polls are open. If you're 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 vote, please do not vote again when the ballots appear on screen. By voting again, you will be revoking your previous vote. I would like now to call the meeting to order. I'll ask George Weston to act as a secretary of the meeting. And unless there are any objections, I will appoint Lori Winchester as TSX Trust company to act as a scrutiny 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 we 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 7, 2025, the record date of this meeting or their valid appointed proxy holders are entitled to vote in the meeting. I am advised that the requisite number of shareholders for a quorum is present, and we have the preliminary scrutineer 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 notice of the meeting together with the management information circular, form of proxy, financial statements of the company and auditor's report thereon, has been mailed to scrutineers of the company entitled to receive a notice. A copy of these materials is also available on SEDAR, unless there are any objectives, I propose to dispense with the reading of the notice of the meeting. I now declare that the requisite quorum 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 the vote on the matter has 1 vote in respect of each share entitled to be voted 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 discussions on all resolutions prior to casting your vote. We will run through each of the formal matters of the 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 discussions on all items of business has concluded, you will be given time to enter your votes and then 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 and for the year ended December 31, 2024, together with Auditor's report to the shareholders. Copies of these meetings are also available for review on SEDAR. The next item of business is the election of directors. As noted in the meeting notice, the following persons have been nominated by management for election of directors: Paulo de Brito, Stephen Keith, Bruno Mauad, Pedro Turqueto, Richmond Fenn, Paulo de Brito Filho and Marcelo de Andrade. The Board of Directors have notified me that Marcelo Andrade has indicated he wishes to withdraw his name from consideration for appointment as a director, and the Board of Directors has agreed to withdraw his name. Accordingly, I propose to amend the resolution for the appointment of Directors to exclude Mr. Andrade. I would like to invite any person who has any objection to state it now. As the directors have not received notice in accordance with the company's memorandum of association and articles of associations of any other nominations, I declare nomination closed. Based on proxies received, I can confirm that each of the directors individually received well over a majority of the votes cast for him. To streamline the voting process, we will elect each individual director through 1 omnibus resolution. A number of directors should be elected at the meeting is 6. I now move that each of the 6 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 respective successor is duly appointed. Will Kleber Cardoso, please, second the motion.

I second the motion.

I will now turn to the voting of 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 casting your votes. [Voting]

The next item of business is the appointment of auditors. KPMG, 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 Limited 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 cast your vote now or wait until conclusion of discussion on all resolutions. [Voting]

With this, all the motions have been read, is 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 meeting following the closing of the polls.

I second the motion.

Please note that only questions related to the matters being discussed at this meeting will be addressed. Are there any questions? Seeing that there are no questions, this concludes all discussions on the resolutions. I will now turn to the voting on the motion. I'll be closing the poll shortly. For those of you who have not voted on all the resolutions, please do so now. [Voting]

It is now 10:12 a.m. 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 that 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.