SecProbe.io

CORRESP
 1
 filename1.htm

 Manuel Garciadiaz

 manuel.garciadiaz@davispolk.com

 Davis Polk & Wardwell llp

 450 Lexington Avenue
 New York, NY 10017

 July 10, 2025

 Re:

 Aura Minerals Inc.

 Amendment No. 4 to Registration Statement on Form F-1
 Filed July 7, 2025

 CIK No. 0001468642

 U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Energy & Transportation
100 F Street, N.E.
Washington, D.C. 20549

 Attn: Jennifer O'Brien

 Shannon Buskirk

 John Coleman

 Cheryl Brown

 Karina Dorin

 Ladies and Gentlemen:

 On behalf of our client, Aura Minerals Inc. (the " Company "),
this letter sets forth the Company's responses to the comments provided by the staff (the " Staff ") of the Division
of Corporation Finance and Office of Energy & Transportation of the U.S. Securities and Exchange Commission (the " Commission ")
relating to the Company's registration statement on Form F-1 (the " Registration Statement ") contained in the
Staff's letter dated July 10, 2025 (the " Comment Letter "). We are submitting as Exhibit A (marked pages to the
above referenced Registration Statement reflecting changes to the sections captioned "Capitalization" and "Dilution")
to this letter on a supplemental basis in order to facilitate the review by the Staff. The enclosed pages are marked to indicate
changes from the Registration Statement filed on July 7, 2025.

 For the convenience of the Staff, each comment from the Comment Letter
is restated in italics prior to the Company's response to such comment. All references to page numbers and captions (other than
those in the Staff's comments) correspond to pages and captions in the Registration Statement.

 Amendment No. 4 to Registration Statement on Form F-1

 Capitalization, page 67

 1. We note the As Further Adjusted columns
give effect to the issuance of 1,218,822 common shares on April 15, 2025 for an aggregate amount of $22.8 million. We also note disclosure
in your footnotes on page F-14 and on page II-1 that this issuance was for "partial repayment of certain indebtedness incurred in
connection with our acquisition of Bluestone." Based on this disclosure, please tell us your consideration of reducing the Loans
and debentures lines for the amount of repaid debt.

 Response: The Company respectfully acknowledges
the Staff's comment and has revised the disclosure on page 67 of the Registration Statement in response to reflect the partial repayment
of US$14.0 million of certain current indebtedness in connection with the Bluestone acquisition. In the revised disclosure, the loans
and debentures (current) line was reduced by US$14.0 million in the applicable As Further Adjusted columns.

 Please note that, in connection with the execution of
a term sheet on February 7, 2025, the parties agreed to the issuance of 1,218,822 common shares in consideration for the repayment of
US$14.0 million of debt. The closing stock price reported on the Toronto Stock Exchange ("TSX") on such date was C$21.30 per
share (approximately US$14.89 per share, converted to U.S. dollars based on the exchange rate reported by the Bank of Canada on the same
day). As of the date of the issuance of the common shares on April 15, 2025 and the repayment of the referenced debt, the aggregate fair
value of the common shares was US$22.8 million, based on the closing stock price reported on TSX on the immediately prior trading date
of C$25.93 per share (approximately US$18.68 per share, converted to U.S. dollars based on the exchange rate reported by the Bank of Canada
on the same day).

 Dilution, page 68

 2. Please tell us how you computed historical
and pro forma as adjusted net tangible book value and the associated per share amounts as of March 31, 2025. Reconcile the amounts used
in your calculation to the historical balance sheet as of March 31, 2025. As part of your response, tell us how you adjusted for the partial
debt repayment from the issuance of shares on April 15, 2025.

 Response: The Company respectfully acknowledges
the Staff's comment and has revised the disclosure on page 68 of the Registration Statement in response. The Company has corrected
an error in the March 31, 2025 tangible book value included in the "Dilution" section of the Registration Statement. The correct
amount is US$139.9 million, which is calculated as the total assets of US$1,139.0 million less total liabilities of US$999.1 million reflected
in the March 31, 2025 statement of financial position of the Company. Based on the number of issued and outstanding common shares of 73,310,540
on March 31, 2025, the tangible book value per share was US$1.88 per share. The revised pro forma as adjusted net tangible book value
as of March 31, 2025 is

 July 10, 2025 2

 US$146.9 million, or US$1.97 per share, after giving
effect to the aggregate amount of US$29.8 million in dividends declared on May 5, 2025 and paid to the Company's shareholders on
May 20, 2025 and the issuance of 1,218,822 common shares on April 15, 2025 for an aggregate amount of US$22.8 million, including a corresponding
decrease in our loans and debentures (current) of US$14.0 million.

 A more detailed calculation is included as Exhibit B
to this letter on a supplemental basis in order to facilitate the review by the Staff.

 * * *

 Please do not hesitate to contact me at 212-450-6095 or manuel.garciadiaz@davispolk.com
if you have any questions regarding the foregoing or if I can provide any additional information.

 Very truly yours,

 /s/ Manuel Garciadiaz

 cc: Rodrigo Barbosa, President and Chief Executive Officer, Aura Minerals Inc.

 Joao Kleber Cardoso, Chief Financial
Officer, Aura Minerals, Inc.

 Thiago Nunes, KPMG Auditores Independentes
Ltda.

 Eduardo Rocha, Grant Thornton Auditores
Independentes Ltda.

 July 10, 2025 3

 Exhibit A

 F-1 Change Pages

 July 10, 2025 4

 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 aggregate amount of US$29.8
million in dividends declared on May 5, 2025 and paid to our shareholders on May 20, 2025;

 • as further adjusted, to give effect to the aggregate amount
of US$29.8 million in dividends declared on May 5, 2025 and paid to our shareholders on May 20, 2025 and to the issuance of 1,218,822
common shares on April 15, 2025 for an aggregate amount having
a fair value of US$22.8 million ; for
the partial repayment of US$14.0 million of certain indebtedness incurred in connection with our acquisition of Bluestone; and

 • as further adjusted, to give effect to the aggregate amount
of US$29.8 million in dividends declared on May 5, 2025 and paid to our shareholders on May 20, 2025, to the issuance of 1,218,822 common
shares on April 15, 2025 for an aggregate amount having
a fair value of US$22.8 million ; for
the partial repayment of US$14.0 million of certain indebtedness incurred in connection with our acquisition of Bluestone , and
the estimated net proceeds from this offering in the amount of US$192.2 million from the sale and issuance by us of 8,100,510 common
shares in this offering, based upon the assumed public offering price of US$25.92, which is 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
(for payment
of dividends)

 As Further
Adjusted ‎
(for payment
of dividends and , issuance
of shares and partial repayment of certain indebtedness )‎

 As Further
Adjusted ‎
(for payment
of dividends,
issuance of
shares , partial repayment of certain indebtedness and this
offering)

 (in US$ millions)‎

 Loans and debentures (current)

 100.9

 100.9

 100.9 86.9

 100.9 86.9

 Loans and debentures (non-current)

 366.8

 366.8

 366.8

 366.8

 Total shareholders' equity

 139.9

 110.1

 132.9

 325.1

 Total capitalization (1)(2)

 607.6

 577.8

 600.6 586.6

 792.8 778.8

 ____________

 (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$7.6 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.

 July 10, 2025 5

 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$ 281.68 139.9
million, or US$ 3.78 1.88
per share. Our pro forma as adjusted net tangible book value as of March 31, 2025 was US$ 274.67 146.9
million, or US$ 3.69 1.97
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$29.8 million in dividends declared on May 5, 2025 and paid to our shareholders on May 20, 2025 and the issuance of 1,218,822 common
shares on April 15, 2025 for an aggregate amount having
a fair value of US$22.8 million for the partial repayment of US$14.0
million of certain indebtedness incurred in connection with our acquisition of Bluestone .

 After giving effect to the sale by us of 8,100,510
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 (i) the aggregate amount of US$29.8 million in dividends declared on May 5, 2025
and paid to our shareholders on May 20, 2025 and (ii) the issuance of 1,218,822 common shares on April 15, 2025 for an aggregate amount
of US$22.8 million, our pro forma as adjusted net tangible book value as of March 31, 2025 would have been US$ 466.83 339.0
million, or US$ 5.65 4.10
per share. This represents an immediate increase in pro forma net tangible book value of US$ 1.96 2.13
per share to our existing shareholders and an immediate dilution in pro forma net tangible book value of US$ 23.96 23.79
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$
 25.92

 Pro forma net tangible book value per share as of March 31, 2025 (after giving effect to the dividends declared and paid in May 2025 and the shares issued in April 2025, each as described above)

 US$
 3.69 1.97

 Increase in pro forma net tangible book value per share attributable to new investors purchasing common shares in this offering

 US$
 1.96 2.13

 Pro forma as adjusted net tangible book value per share immediately after this offering (after giving effect to the dividends declared and paid in May 2025 and the shares issued in April 2025, each as described above)

 US$
 5.65 4.10

 Dilution in pro forma net tangible book value per common share to new investors in this offering

 US$
 23.96 23.79

 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$0.09, and would increase or decrease, as applicable, dilution per share to new investors purchasing common shares in this offering
by US$0.09, 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$0.29 per share and increase or decrease, as applicable, the dilution to
new investors purchasing common shares in this offering by US$0.29 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$ 5.92 4.40
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$ 23.69 23.50
per common share.

 July 10, 2025 6

 Exhibit B

 Net Tangible Book Value

 As of March 31, 2025

 US$ million

 Total Assets
 1,139

 (-) Goodwill
 0

 (-) Other Intangible Assets
 0

 (-) Total Liabilities
 999

 Net Tangible Book Value
 140

 Number of Common Shares
 73,310,540

 Net Tangible Book Value per Share (US$)
 1.88

 After Dividends and

 April Share Issuance

 US$ million

 Total Assets (1,139 minus 29.8 (dividend) plus 22.8 (April share issuance))
 1,132

 (-) Goodwill
 0

 (-) Other Intangible Assets
 0

 (-) Total Liabilities (999 minus 14)
 985

 Net Tangible Book Value
 147

 Number of Common Shares (73,310,540 plus 1,218,822)
 74,529,362

 Net Tangible Book Value per Share (US$)
 1.97

 Pro forma (Base)

 US$ million

 Total Assets (1,132 plus 192 (net proceeds))
 1,324

 (-) Goodwill
 0

 (-) Other Intangible Assets
 0

 (-) Total Liabilities
 985

 Net Tangible Book Value
 339

 Number of Common Shares (74,529,362 plus 8,100,510)
 82,629,872

 Net Tangible Book Value per Share (US$)
 4.10

 Immediate Increase (US$/share)
 2.13

 Dilution to new shareholders (US$/share)
 23.79

 July 10, 2025 7