SecProbe.io

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 12, 2025

Rodrigo Barbosa
Chief Executive Officer
Aura Minerals Inc.
c/o Aura Technical Services Inc.
55 Giralda Avenue, Suite 06W102
Coral Gables, FL 33134

 Re: Aura Minerals Inc.
 Draft Registration Statement on Form F-1
 Submitted April 15, 2025
 CIK No. 0001468642
Dear Rodrigo Barbosa:

 We have reviewed your draft registration statement and have the
following comments.

 Please respond to this letter by providing the requested information and
either
submitting an amended draft registration statement or publicly filing your
registration
statement on EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing the information you provide in response to this letter
and your
amended draft registration statement or filed registration statement, we may
have additional
comments.

Draft Registration Statement on Form F-1
Prospectus Summary
Competitive Strengths
Capital allocation focused on return on capital, page 6

1. Please revise to more specifically describe how you determined the
internal rate of
 return for the projects identified with high IRRs on page 7.
Ability and commitment to deliver cash generation and high return on capital,
page 8

2. We note the inclusion of information for 5 gold companies identified in
note (1). As
 certain of the amounts appear to include non-IFRS measures, please
include the
 following disclosure:
 May 12, 2025
Page 2

 Identify the measures presented are non-IFRS measures.
 Expand surrounding disclosure to explain why this information is
useful and
 meaningful to an investor.
 Revise note (2) to clarify whether you were required to calculate
any of the
 measures of the top 5 mining companies based on publicly available
information.
 Explain that the non-IFRS measures of the top 5 mining companies
may be
 calculated differently than your non-IFRS measures presented in this
filing.
Our Corporate Structure, page 14

3. Please revise your corporate structure chart and the charts in your
Industry section so
 that all information is legible.
Free Cash Flow and cash conversion, page 28

4. Given that Free Cash Flow is calculated using the non-IFRS measure of
Adjusted
 Capex, please revise the label to Adjusted Free Cash Flow or a similar
description as
 your calculation differs from the typical calculation of cash flows from
operating
 activities less capital expenditures. Refer to Questions 100.05 and
102.07 of the Non-
 GAAP Financial Measures Compliance and Disclosure Interpretations.
Risk Factors
Our holding company structure makes us dependent on the operations of our
subsidiaries,
page 45

5. We note your reference to potential restrictions on the ability of your
operating
 subsidiaries to transfer funds to the Company. Please explain to us your
consideration
 of presenting Parent-only financial statements in accordance with Rules
5-04 and 12-
 04 of Regulation S-X.
Holders of our common shares may not receive any dividends, page 53

6. We note you disclose that the declaration of dividends under the
Dividend Policy is
 subject to the discretion of the Board, having regard to the limitations
imposed by the
 solvency tests contained in your memorandum of association and articles
of
 association and other requirements of applicable corporate law. We
further note you
 disclose on page 58 that payment of dividends could be limited by
covenants in debt
 instruments you enter into in the future and by your subsidiaries
ability to pay
 dividends. Please expand your disclosure here and elsewhere to describe
such
 limitations.
Use of Proceeds, page 57

7. Please revise your disclosure to more specifically identify the
principal intended uses
 of the net proceeds from this offering and provide the estimated amounts
you intend to
 allocate to each identified purpose. If you do not have a current
specific plan for
 the proceeds of this offering, please state this explicitly and discuss
the principal
 reasons for the offering. Refer to Item 4(a) of Form F-1 and Item 3.C.1
of Form 20-F.
 May 12, 2025
Page 3
Dividend and Dividend Policy, page 58

8. We note from your dividend policy that you intend to declare and pay
dividends on a
 quarterly basis to be determined based on 20% of your estimated Adjusted
EBITDA
 less sustaining and exploration capital expenditures. Please expand your
disclosure
 here to address the following:

 Clearly indicate that although you expect to pay quarterly
dividends, you are not
 obligated to do so and stockholders have no contractual or other
legal right to
 dividends.
 Specify more clearly how you intend to prioritize and balance the
payment of
 regular quarterly dividends versus expenditures on capital.
 Tell us whether your operating cash flows for 2024 would have
supported your
 capital requirements, capital expenditure plans, and dividend
payments if the new
 policy were applied for that period. If not, expand your disclosure
to state this fact
 and quantify the deficient amount.

 In addition, we note you disclose on page F-63 that on November 4, 2024
you
 approved an amendment to your dividend policy, with the intention of
declaring and
 paying dividends on a quarterly basis. Please state whether your
dividend policy is
 reflected in any written policies of the company.
Management's Discussion and Analysis of Financial Condition and Results of
Operations,
page 69

9. We note your disclosure on page 69 in which you have disclosed Copper
pounds
 produced ('000 Lb) for 2024 of 56,053, 2023 of 53,745 and 2022 of
50,768. Please tell
 us if these numbers are copper equivalent numbers and, if so, please
relabel the row
 accordingly.
Liquidity and Capital Resources
Capital Expenditures, page 82

10. Please revise to describe your material cash requirements related to
commitments for
 capital expenditures as of the end of the latest fiscal period, the
anticipated source of
 funds needed to satisfy such cash requirements and the general purpose
of such
 requirements. Refer to Item 303(b)(1)(ii)(A) of Regulation S-K.
Industry, page 85

11. Please revise your disclosure to clearly identify the source of each
statement, statistic,
 chart and graph regarding your market and industry by disclosing the
author as well as
 the title and date of the publication.
 May 12, 2025
Page 4
Business, page 99

12. Please expand your material property disclosure to ensure the following
is included
 with each material property, consistent with Item 1304(b) of Regulation
S-K:
 the location, accurate to within one mile, using an easily
recognizable coordinate
 system.
 the mining method and processing method.
13. Please expand your summary resource and reserve tables and your
individual property
 resource and reserve tables, to ensure the specific point of reference
selected by the
 qualified person is included in each table, as required by Item
1303(b)(3)(v) and Item
 1304(d)(1) of Regulation S-K.
14. The tables listed on page 141 appear to be identical, rather than the ROM
feed profile
 for 2024 and the feed profile from 2025 to 2028. Please advise.
15. Please revise the figures on page 162 to include a key that defines the
colors and
 symbols on the figures.
16. It appears the table referenced at the bottom of page 173 has not been
included in your
 filing. Please advise.
Customer Base, page 112

17. We note your largest clients, Auramet International LLC, Asahi Refining
Inc. and
 Trafigura M xico, S.A. de C.V. represented 46.8%, 18.9% and 31.1%
respectively of
 revenue (36.2%, 21.4% and 40.7% in 2023 and 36.2% 22.1% and 39.2% in
2022). We
 further note you disclose on page 43 that if either of these customers
delays any
 payments to you, reduces the volume of business they do with you or gives
preference
 to other competitors, and you are not able to develop commercial
relationships with
 other customers, this may have a material adverse effect on your
business, financial
 condition, operating results and cash flow. Please revise to disclose all
material terms
 of any agreements with these customers and file such agreements as
exhibits to the
 registration statement, or tell us why you believe you are not required
to do so. In this
 regard, we note you disclose you currently have an offtake agreement with
Trafigura
 LLC and that in 2024 94% of the copper concentrate produced in Aranzazu
was sold
 to Trafigura. Refer to Item 601(b) of Regulation S-K.
Our Suppliers, page 114

18. We note you disclose that you rely on third-party suppliers for a number
of raw
 materials, such as water, electrical power, explosives, diesel and
chemicals and
 cement, and for several activities, including executing your mine plan
and conducting
 ore and waste extraction in all your operating business units, and these
contracts are
 usually executed for a period of 3-5 years. We further note you disclose
on page 33
 that any material increases in the cost of raw materials, or your
inability to source
 viable and economic alternative third party suppliers, could have a
materially adverse
 effect on your results of operations or financial position. Please revise
to describe the
 material terms of all material contracts with suppliers, and file such
agreements as
 exhibit(s) to the registration statement, or tell us why you believe you
are not required
 to do so. Refer to Item 601(b) of Regulation S-K.
 May 12, 2025
Page 5

Management, page 196

19. We note you disclose that except for Paulo Carlos de Brito and Paulo
Carlos de Brito
 Filho, none of the members of your board of directors, or of your board
of executive
 officers, have any family relationships with each other, or with any
other members of
 our senior management. Please discuss the nature of the family
relationship between
 Messers. Brito and Filho. Refer to Item 6.A of Form 20-F.

Related Party Transactions, page 207

20. We note you disclose that the "agreements described in this section, or
forms of such
 agreements as they will be in effect at the time of this offering, are
filed as exhibits to
 the registration statement of which this prospectus forms a part, and
the following
 descriptions are qualified by reference thereto." However, we are unable
to locate
 such agreements. Please file the agreements as exhibits to the
registration statement.
Principal and Selling Shareholders, page 208

21. Please disclose the portion of each class of securities held in the
United States, and the
 number of record holders located in the United States. Refer to Item
7.A.2 of Form
 20-F.
22. Please revise your principal and selling shareholders table to disclose
the natural
 person or persons who directly or indirectly exercise sole or shared
voting or
 investment control over the shares held by Kapitalo.
Index to Consolidated Financial Statements
Notes to the Consolidated Financial Statements
Note 3 Summary of Material Accounting Policies
(d) Revenue recognition, page F-13

23. Please tell us where you have addressed the following policy disclosure
requirements
 or revise your disclosure as necessary:

 Significant payment terms associated with your performance
obligations (IFRS
 15.119(b)).
 Information necessary to understand your remaining performance
obligations
 (IFRS 15.120-122).
 How you determine the timing of satisfaction of performance
obligations (IFRS
 15.124-125).
 Information about the methods, inputs and assumptions used in
determining the
 transaction price and the amounts allocated to performance
obligations (IFRS
 15.126).
(j) Asset acquisition, page F-18

24. We note from your accounting policy disclosure that you would recognize
a
 previously held equity interest in an asset acquisition at fair value
and record any
 resulting gain or loss in profit or loss or OCI. We also note from
disclosure on page F-
 May 12, 2025
Page 6

 37 that you recorded a gain of $5,505 in 2023 related to your
acquisition of the 20%
 interest from Dundee of Borborema Inc. and from disclosure on page F- 71
that you
 expect to recognize a gain or loss when completing the acquisition of
the remaining
 interest in Bluestone subsequent to December 31, 2024. Given that asset
acquisitions
 do not typically result in a gain or loss, please provide us with the
authoritative
 literature you relied upon to support your accounting policy.
Item 8. Exhibits and Financial Statement Schedules.
96.5 & 96.6, page II-2

25. Please file your technical report summaries for the Matup Gold Project
and the
 Minosa Mine.
96.3, page II-2

26. We are unable to reconcile the reserve and resource numbers in your
October 31,
 2023 Apoena Mine technical report summary to the reserve and resource
numbers in
 your Form F-1 filing. Please provide us with a reconciliation.
27. Additionally we note the disclosure on page 152 of your Form F-1 filing
that proven
 and probable reserve ounces have a net 69,000 addition. Please tell us
if this is a
 material change from your October 31, 2023 Apoena Mine technical report
summary
 and if you will be filing an updated technical report consistent with
Item 1304(f) of
 Regulation S-K.
Exhibits

28. Please file all material agreements as exhibits to your registration
statement, including
 your material financing agreements and Omnibus Incentive Plan. Refer to
Item 601(b)
 of Regulation S-K.
General

29. We note you disclose on page 43 that Northwestern, a company controlled
by your
 chairman of the Board, has the power to exercise significant influence
over matters
 requiring shareholder approval. Please tell us whether you will be a
"controlled
 company" within the meaning of the Nasdaq corporate governance rules
and, if so,
 whether you intend to rely on any exemptions as a controlled company. To
the extent
 applicable, disclose on your prospectus cover page and in the prospectus
summary
 that you are a controlled company, identify the person(s) who will
control the
 company and their ownership percentages, and include risk factor
disclosure that
 discusses the effect, risks and uncertainties of being a controlled
company.
30. Please supplementally provide us with copies of all written
communications, as
 defined in Rule 405 under the Securities Act, that you, or anyone
authorized to do so
 on your behalf, present to potential investors in reliance on Section
5(d) of the
 Securities Act, whether or not they retain copies of the communications.
 May 12, 2025
Page 7

 Please contact Jennifer O'Brien at 202-551-3721 or Shannon Buskirk at
202-551-3717
if you have questions regarding comments on the financial statements and
related matters.
You may contact John Coleman at 202-551-3610 with questions regarding
engineering
comments. Please contact Cheryl Brown at 202-551-3905 or Karina Dorin at
202-551-3763
with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
cc: Manuel Garciadiaz
</TEXT>
</DOCUMENT>