SecProbe.io

CORRESP
 1
 filename1.htm

 Manuel Garciadiaz
 manuel.garciadiaz@davispolk.com
 Davis Polk & Wardwell llp
 450 Lexington Avenue New York, NY 10017

 June 23, 2025

 Re:
 Aura
 Minerals Inc.
 Registration
 Statement on Form F-1
 Filed
 June 6, 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:
 Craig Arakawa

 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 June 20, 2025 (the
" Comment Letter "). In response to the comments set forth in the Comment Letter, the Company has revised the Registration
Statement and is filing concurrently with this letter, on a public basis via EDGAR, a revised registration statement on Form F-1, which
reflects these revisions and certain additional updates and clarifies certain other information.

 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 Form F-1.

 Registration
Statement on Form F-1 Prospectus Summary

 Ability
and commitment to deliver cash generation and high return on capital, page 9

 1. In
 response to prior comment 3, we note you included comparisons to both the median and the
 average of the Top 5 Gold Mining Companies for each measure presented. However, it remains
 unclear why the median provides a meaningful comparison with your results. In your response,
 please tell us why you believe the median provides an investor with a useful comparison with
 your results and support why both the average and the median should continue to be presented.
 In the alternative, revise to remove the median from your presentation.

 Response:
The Company respectfully acknowledges the Staff's comment and has removed the comparisons on pages 8 and 128 of the Registration
Statement in response.

 2. In
 response to prior comment 4, we note the revised disclosure in footnotes (5) through (7)
 describes how the Adjusted EBITDA, AISC, and Cash Conversion measures for each of the Top
 5 Gold Mining Companies were calculated. Based on the revised disclosures, it does not appear
 that these measures are calculated consistently among all companies discussed, including
 Aura. As a result of this inconsistency, the disclosure and comparison of your calculation
 of each measure with the Top 5 Gold Mining Companies appears confusing and their usefulness
 to an investor unclear. For each measure, provide us with a separate analysis that supports
 your view that these comparisons are appropriate and meaningful to an investor. In the alternative,
 revise to remove these comparisons from your presentation.

 Response:
The Company respectfully acknowledges the Staff's comment and has removed the comparisons on pages 8 and 128 of the Registration
Statement in response.

 3. We
 note in your calculation of the average of Operating Income CAGR 22-24 for the Top 5 Gold
 Mining Companies, you exclude two companies because they present outlier amounts that make
 inclusion within the comparison not meaningful. Please remove the adjusted calculated percentage
 of 63% as it is not representative of the Top 5 Gold Mining Companies and revise footnote
 (4) to the extent you discuss the adjusted calculated percentage.

 Response:
The Company respectfully acknowledges the Staff's comment and has removed the comparisons on pages 8 and 128 of the Registration
Statement in response.

 June 23, 2025 2

 Prospectus
Summary, page 13

 4. We
 note that you have included NI 43-101 estimates on pages 12 and 133 with respect to your
 Borborema and Matupá feasibilty studies, rather than S-K 1300 estimates. Please advise.

 Response:
The Company respectfully acknowledges the Staff's comment and has revised the disclosure on pages 10 and 129 of the Registration
Statement in response to remove reference to NI 43-101 and instead use estimates based on the S-K 1300 technical report summaries filed
with the Registration Statement.

 5. We
 note you have disclosed historical estimates of resources and reserves on page 13 related
 to your June 2, 2025 acquisition of Mineração Serra Grande S.A. Please revise
 to remove historical estimates and only disclose current estimates of resources and reserves
 that have been prepared under S-K 1300 definitions and requirements.

 Response:
The Company respectfully acknowledges the Staff's comment and has revised the disclosure on page 11 of the Registration Statement
in response in order to remove historical estimates of resources and reserves relating to the acquisition of Mineração
Serra Grande S.A.

 6. Please
 revise to include mineral property disclosure for the properties associated with the Mineração
 Serra Grande S.A. acquisition. Please refer to Item 1303(a)(1)(i) and Item 1304 (a)(1)(i)
 of Regulation S-K regarding the requirement to include mineral property disclosure for properties
 that you own or in which you have, or it is probable that you will have, a direct or indirect
 economic interest.

 Response:
The Company respectfully acknowledges the Staff's comment and has revised the disclosure on pages 11, 140, 229 and 230 of the Registration Statement in response to add the disclosure required by Item 1303(a)(1)(i) as applicable. In relation
to disclosure required by Item 1304(a)(1)(i), the Company does not consider Mineração Serra Grande to be material to its
business or financial condition under S-K 1300.

 In
particular, as set out in Item 1301(c) of S-K 1300, the Company has considered both quantitative and qualitative factors, assessed in
the context of the Company's overall business and financial condition and concluded that Serra Grande is not material to its overall
business at this time. For instance:

 ● Relative
 Financial Impact : The purchase price of Serra Grande is approximately $76 million plus
 deferred consideration equivalent to 3% of net smelter returns, which is a modest purchase
 relative to the Company's market capitalization (of roughly US$2 billion).

 ● Nature
 of Mineral Inventory : The vast majority of the minerals at Serra Grande are considered
 to be inferred mineral resources or non-mineable measured and indicated mineral resources,
 therefore not constituting mineral reserves. As such, the Company expects that much of the
 minerals at the mine it is acquiring do not meet the threshold for economic viability under
 current conditions, and there is no assurance that these resources will be converted into
 reserves in the future, even if there is meaningful additional investment by the Company,
 investment which has not been budgeted by the Company at this time.

 June 23, 2025 3

 ● Stage
 of Development and Strategic Plans : Following the acquisition, Serra Grande is not expected
 to be relied upon as a material source of cash flow or future development capital. The mine's
 peak production was in 2006 and its annual production has been steadily declining in recent
 years. Although the Company believes that there may be potential for the mine in the future,
 decisions on additional investment and exploration activities to unlock any such potential
 at this mine have not yet been made, and will be considered among a range of investment opportunities,
 such as the Company's existing mines and development projects. The Company will periodically
 reassess the materiality of the mine to its business and financial condition and reflect
 any changes in future filings as appropriate.

 Mining
Properties, page 224

 7. Please
 revise the description of the Era Dorada project to refer to the property as an exploration
 stage property, consistent with the definitions under Item 1300 of Regulation S-K.

 Response:
The Company respectfully acknowledges the Staff's comment and has revised the disclosure on pages 3, 5, 70, 117, 119, 122, and
139, 140 and 220 of the Registration Statement in response in order to clarify the Era Dorada project is an exploration stage property.

 Item
8. Exhibits and Financial Statement Schedules 96.7, page II-1

 8. We
 note that you have included an optional economic analysis in your Era Dorada Gold Project
 technical report summary. Please consult with your qualified person and file a revised report
 that includes the entire life of mine discounted cash flow analysis, consistent with Item
 601(b)(96)(iii)(B)(19)(ii) of Regulation S-K.

 Response:
The Company respectfully acknowledges the Staff's comment and has revised the disclosure on page 16, table 1-6 and pages 223-225,
item 19.13 of Exhibit 96.7 which is being refiled with the Registration Statement in response.

 *
* *

 June 23, 2025 4

 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.

 June 23, 2025 5