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Aura Minerals Inc.

For the period ended Dec 31, 2025. Filed Apr 1, 2026.

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About this filing

The yearly report of a company based outside the US. It covers much of what a 10-K does, and may follow accounting rules other than US ones.

FY2025 · Filed Apr 1, 2026

AUGO$77.82+9.2%Stored close · as of Nov 6, 2026
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20-F 1 f20f_033126.htm FORM 20-F

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F

(Mark One)

☐REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

For the fiscal year ended 2025.

OR

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to .

OR

☐SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of event requiring this shell company report

Commission file number: 001-42744

AURA MINERALS INC.**

**(Exact name of Registrant as specified in its charter)

Not applicable

(Translation of Registrant’s name into English)

British Virgin Islands

(Jurisdiction of incorporation)

c/o Aura Technical Services Inc.

3390 Mary St.,

Suite 116, Coconut Grove,

Florida, 33133, United States

(Address of principal executive offices)

Joao Kleber Cardoso, Chief Financial Officer and Corporate Secretary

c/o Aura Technical Services Inc.

3390 Mary St.,

Suite 116, Coconut Grove,

Florida, 33133, United States

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each classTrading SymbolName of each exchange on which registered
Common Shares, no par valueAUGONasdaq Global Select Market

Securities registered or to be registered pursuant to Section 12(g) of the Act:

None

(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

None

(Title of Class)

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.83,789,223Common Shares

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer”, “accelerated filer”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer ☐ Accelerated Filer ☐ Non-accelerated Filer ☒ Emerging growth company ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b): ☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

☐U.S. GAAP
☒International Financial Reporting Standards as issued by the International Accounting Standards Board
☐Other

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

☐ Item 17 ☐ Item 18

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

TABLE OF CONTENTS

Page

Introduction1
Presentation of Financial and Other Information5
Scientific and Technical Information12
Forward-looking Statements14
Part I16
Item 1. Identity of Directors, Senior Management and Advisers16
Item 2. Offer Statistics and Expected Timetable16
Item 3. Key Information16
3A. [Reserved]16
3B. Capitalization and Indebtedness16
3C. Reasons for the Offer and Use of Proceeds16
3D. Risk Factors16
Item 4. Information on the Company45
4A. History and Development of the Company45
4B. Business Overview46
4C. Organizational Structure68
4D. Property, Plants and Equipment68
Item 4A. Unresolved Staff Comments180
Item 5. Operating and Financial Review and Prospects180
5A. Operating Results180
5B. Liquidity and Capital Resources206
5C. Research and Development, Patents and Licenses, etc.209
5D. Trend Information210
5E. Critical Accounting Estimates210
Item 6. Directors, Senior Management and Employees210
6A. Directors and Senior Management210
6B. Compensation212
6C. Board Practices213
6D. Employees218
6E. Share Ownership219
Item 7. Major Shareholders and Related Party Transactions219
7A. Major Shareholders219
7B. Related Party Transactions220
7C. Interests of Experts and Counsel221
Item 8. Financial Information221
8A. Consolidated Statements and Other Financial Information221
8B. Significant Changes223
Item 9. The Offer and Listing223
9A. Offer and Listing Details223
9B. Plan of Distribution223
9C. Markets223
9D. Selling Shareholders224
9E. Dilution224
9F. Expenses of the Issue224
Item 10. Additional Information224
10A. Share Capital224

i

10B. Memorandum and Articles of Association224
10C. Material Contracts232
10D. Exchange Controls233
10E. Taxation233
10F. Dividends and Paying Agents237
10G. Statement by Experts237
10H. Documents on Display239
10I. Subsidiary Information239
Item 11. Quantitative and Qualitative Disclosures About Market Risk239
Item 12. Description of Securities Other Than Equity Securities240
12A. Debt Securities240
12B. Warrants and Rights240
12C. Other Securities240
12D. American Depositary Shares240
Part II240
Item 13. Defaults, Dividend Arrearages and Delinquencies240
Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds241
Item 15. Controls and Procedures241
Item 16. [Reserved]242
16A. Audit Committee Financial Expert242
16B. Code of Ethical Conduct242
16C. Principal Accountant Fees and Services242
16D. Exemptions from the Listing Standards for Audit Committees243
16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers243
16F. Change in Registrant’s Certifying Accountant243
16G. Corporate Governance244
16H. Mine Safety Disclosure245
16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections245
16J. Insider Trading Policies245
16K. Cybersecurity245
Part III246
Item 17. Financial Statements246
Item 18. Financial Statements246
Item 19. Exhibits246

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ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.