Aura Agrees to Purchase Gold Road Mine and Related Transactions with Para

ROAD TOWN, British Virgin Islands and VANCOUVER, British Columbia, Feb. 10, 2020 (GLOBE NEWSWIRE) -- Aura Minerals Inc. (TSX: ORA) (“Aura”) and Para Resources Inc. (TSXV: PBR) (WKN: A14YF1) (OTC: PRSRF) (“Para”) announce that they have entered into a binding term sheet (the “Term Sheet”) along with PPG Arizona Holdings LP (“PPG”), an affiliate of Pandion Mine Finance, LP, pursuant to which Aura will purchase from Para all of the issued and outstanding shares of its wholly-owned subsidiary Z79 Gold (USA) Corp. (“Z79”) for nominal cash consideration of US$1 and the assumption by Aura of liabilities owing from Para to PPG under the Restructured PPF (as defined below) of approximately US$35 million, subject to the Buy Out Option (as defined below) (the “Share Purchase”).

Z79 owns (i) a 94% interest in Gold Road Mining Corp. (“GRMC”), which in turn owns the Gold Road Mine located in Arizona (the “Gold Road Project”) and (ii) a 94% interest in TR-UE Vein Exploration, Inc. (“TR-UE Vein”), which in turn owns various options to acquire parcels of land adjacent to the Gold Road Project.

Prior to or concurrent with the Share Purchase, the Term Sheet contemplates that:

• the parties will enter into an amendment to the pre-paid forward gold purchase agreement dated August 3, 2018 among Para, Z79, GRMC and PPG pursuant to which, among other things, Para’s outstanding obligations thereunder shall be restructured and assigned to Aura (the “Restructured PPF”). Pursuant to the Restructured PPF, Aura will have the option (the “Buy Out Option”) to satisfy in full all obligations owing under the Restructured PPF for US$24 million payable on or prior to the end of 12 months from closing of the Share Purchase;
• PPG will advance up to US$2 million to Para for Para to repay the balance of various accounts payable owing in connection with the Gold Road Project; and
• Aura will enter into a subscription agreement with Z79 pursuant to which Aura will advance US$8 million in two equal tranches, with the first advance occurring on closing of the Share Purchase and second one month after closing, and such amounts will be used for the development and restart of the Gold Road Project.

(collectively with the Share Purchase, the “Transactions”).