Aura Minerals Inc.

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NOTICE OF MEETING AND MANAGEMENT INFORMATION CIRCULAR

ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON FRIDAY, OCTOBER 30, 2020

Aura Minerals Inc. Craigmuir Chambers PO Box 71 Road Town, Tortola VG1110 British Virgin Islands

SEPTEMBER 29, 2020

This Management Information Circular and the accompanying materials require your immediate attention. If you are in doubt as to how to deal with these documents or the matters to which they refer, please consult a professional advisor.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the Annual General and Special Meeting of Shareholders (the “ Meeting ”) of Aura Minerals Inc. (the “ Company ”) will be held online on October 30, 2020 at 10:00 a.m. (EDT), for the following purposes:

(a) to receive and consider the audited consolidated financial statements of the Company for the year ended December 31, 2019 and the report of the auditors thereon (the “ 2019 Financial Statements ”);
(b) to elect the Board of Directors of the Company (the “ Board ”) for the ensuing year;
(c) to approve the Company’s incentive stock option plan, as more particularly described in the accompanying Management Information Circular;
(d) to appoint PricewaterhouseCoopers LLP, Chartered Accountants, and PricewaterhouseCoopers Auditores Independentes as the auditors of the Company for the ensuing year and to authorize the Board to fix their remuneration; and
(e) to transact such other business as may properly come before the Meeting or any adjournment or adjournments thereof.

Accompanying this Notice is the Management Information Circular in respect of the Meeting, which includes, among other things, the full text of the above resolutions and detailed information relating to the matters to be addressed at the Meeting.

Out of an abundance of caution and to proactively deal with the impact of the Covid-19 pandemic, and to mitigate risks to the health and safety of our communities, shareholders, employees and other stakeholders, we will hold the Meeting in a virtual only format.

The Meeting will be conducted via live audio webcast. Registered shareholders and duly appointed proxyholders will be permitted to attend the Meeting, ask questions and vote, all in real time, provided they are connected to the internet and have logged in at:

URL: https://web.lumiagm.com/229055755

Password: ora2020 (case sensitive).

Registered shareholders and duly appointed proxyholders have to be connected to the internet at all times to be able to vote. It is the responsibility of the registered shareholders and duly appointed proxyholders to stay connected for the entire Meeting. See the Management Information Circular accompanying this Notice for important additional information with respect to the virtual format of the Meeting.

Registered Shareholders: Every registered shareholder of shares at the close of business on September 23, 2020 is entitled to receive notice of and to attend the Meeting virtually and vote such shares at the Meeting. Registered shareholders who are unable to attend the Meeting virtually and who wish to ensure that their shares will be voted at the Meeting are requested to complete, sign and deliver the enclosed form of proxy c/o Proxy Dept., TSX Trust, at 100 Adelaide Street West, Suite 301, Toronto, Ontario, M5H 4H1. In order to be valid and acted upon at the Meeting, forms of proxy must be returned to the aforesaid address not later than 48 hours (excluding Saturdays, Sundays and holidays) before the time set for the holding of the Meeting or any

adjournments thereof. Further instructions with respect to the voting by proxy are provided in the form of proxy and in the Management Information Circular accompanying this Notice.

Non-Registered Shareholders: Shareholders may beneficially own shares that are registered in the name of a broker, another intermediary or an agent of that broker or intermediary (“ Non-Registered Shareholders ”). Without specific instructions, intermediaries are prohibited from voting shares for their clients. If you are a NonRegistered Shareholder, it is vital that the voting instruction form provided to you by your broker, intermediary or its agent is returned according to their instructions, sufficiently in advance of the deadline specified by the broker, intermediary or agent, to ensure that they are able to provide voting instructions on your behalf.

Holders of Brazilian Depositary Receipts (“BDRs”) : The duly registered beneficial owners of the Company’s BDRs duly registered in the books of Banco Itaú Unibanco S.A. (“ Banco Itaú ”) at the close of trading at B3 on September 23, 2020 will have the right to instruct the depositary institution, Banco Itaú with respect to the votes attaching to the shares underlying their BDRs. To exercise such voting rights, a holder of BDRs must deliver a completed instrução de voto signed by, if applicable, a duly qualified representative of the BDR holder, together with a copy of the documents evidencing such capacity (such as a power of attorney, minutes of the meeting, bylaws, etc.), with a notarized signature, accompanied by a copy of the Central Depositary - B3 extract with the position registered on the record date.

Holders of BDRs must deliver their duly executed instrução de voto together with necessary supporting documentation to Banco Itaú no later than October 23, 2020 at 4:00 pm (Brasília time). Holders of BDRs may deliver their duly executed instrução de voto together with necessary supporting documentation to Banco Itaú by email to [email protected] or by mail to Banco Itaú Unibanco S.A., at Rua Santa Virginia, 299 – Prédio B – Piso Térreo - Bairro: Tatuapé – São Paulo/SP – CEP: 03084-010 – C/O DISO/ Gerencia de Escrituração/ADR/BDR.

For inquiries concerning the delivery of documents by holders of BDRs to Banco Itaú, please contact Banco Itaú at [email protected].

DATED SEPTEMBER 29, 2020.

BY ORDER OF THE BOARD

AURA MINERALS INC.

“Rodrigo Barbosa”

Rodrigo Barbosa Director, President & CEO

AURA MINERALS INC. (the “Company”)

MANAGEMENT INFORMATION CIRCULAR

DATE OF INFORMATION ................................................................................................................................. 5 FINANCIAL INFORMATION ............................................................................................................................ 5 NON-IFRS MEASURES ...................................................................................................................................... 5 REGISTERED SHAREHOLDERS – HOW TO VOTE AT VIRTUAL MEETING ........................................... 5 SOLICITATION OF PROXIES ........................................................................................................................... 5 APPOINTMENT OF PROXYHOLDER.............................................................................................................. 6 REVOCATION OF PROXIES ............................................................................................................................. 6 NON-REGISTERED SHAREHOLDERS – HOW TO VOTE AT VIRTUAL MEETING ................................. 8 INFORMATION FOR HOLDERS OF BRAZILIAN DEPOSITARY RECEIPTS (“BDRS”) ........................... 8 VOTING OF PROXIES ....................................................................................................................................... 8 QUESTIONS REGARDING THE MEETING .................................................................................................... 9 VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF ................................................................ 10 STATEMENT OF CORPORATE GOVERNANCE PRACTICES ................................................................... 11 AUDIT COMMITTEE ....................................................................................................................................... 11 ELECTION OF DIRECTORS ............................................................................................................................ 11 COMPENSATION, DISCUSSION AND ANALYSIS ..................................................................................... 14 EXECUTIVE COMPENSATION ...................................................................................................................... 17 PERFORMANCE GRAPH ................................................................................................................................ 21 DIRECTOR COMPENSATION ........................................................................................................................ 22 EQUITY COMPENSATION PLAN INFORMATION ..................................................................................... 24 APPOINTMENT OF AUDITOR ....................................................................................................................... 28 ADDITIONAL INFORMATION ....................................................................................................................... 28 APPROVAL OF DIRECTORS .......................................................................................................................... 29 SCHEDULE “A” STATEMENT OF CORPORATE GOVERNANCE PRACTICES .................................... A-1 SCHEDULE “B” MANDATE FOR THE BOARD OF DIRECTORS ............................................................ B-1

DATE OF INFORMATION

Unless otherwise stated, the information contained in this management information circular (this “ Information Circular ”) is as of September 29, 2020.

FINANCIAL INFORMATION

This Information Circular contains references to both United States dollars and Canadian dollars. Unless otherwise stated, references herein to “$” are to the United States dollar. References to “C$” are to the Canadian dollar. For Canadian dollars to U.S. dollars, the average exchange rate and the year-end spot rate for 2019 was one U.S. dollar per 0.7537 Canadian dollar and one U.S. dollar per 0.7699 Canadian dollar, respectively.

-+*. Fluctuation in the exchange rate may affect year-over-year comparability.

NON-IFRS MEASURES

This Information Circular makes references to certain financial measures that do not have standardized meanings prescribed by International Financial Reporting Standards (“ IFRS ”), including earnings before interest, tax, depreciation and amortization (“ EBITDA ”). Such measures therefore may not be comparable to similar measures presented by other issuers and should not be construed as an alternative to other financial measures determined in accordance with IFRS. EBITDA is further defined and discussed in the Company’s management’s discussion and analysis for the year ended December 31, 2019, at pages 30-31, which is available under the Company’s profile at www.sedar.com.

REGISTERED SHAREHOLDERS – HOW TO VOTE AT VIRTUAL MEETING

Every registered shareholder of Shares (as defined below) at the close of business on September 23, 2020 is entitled to receive notice of and to attend the Meeting virtually and vote such shares at the Meeting.

If a registered shareholder or a duly appointed proxyholder intends to vote at the Meeting, the following steps must be taken:

Log in at https://web.lumiagm.com/229055755 at least 15 minutes before the meeting starts
Click on “I have a control number”
Enter your 12-digit control number (on your proxy form)
Enter the password: ora2020 (case sensitive).
Vote

SOLICITATION OF PROXIES

This Information Circular is furnished in connection with the solicitation of proxies by the management of the Company for use at the annual general and special meeting (the “ Meeting ”) of shareholders of the Company (and any adjournment thereof) to be held at 10:00 a.m. (EDT) on October 30, 2020 virtually and for the purposes set forth in the accompanying Notice of Meeting. While it is expected that the solicitation will be primarily by mail, proxies may be solicited personally or by telephone by the regular employees of the Company at nominal cost. All costs of solicitation by management will be borne by the Company.

APPOINTMENT OF PROXYHOLDER

The individuals named as proxyholder in the accompanying form of proxy are the Chief Executive Officer and the Chief Financial Officer, respectively, of the Company (collectively, “ Management’s Nominees ”). A SHAREHOLDER WISHING TO APPOINT SOME OTHER PERSON OR COMPANY (WHO NEED NOT BE A SHAREHOLDER) TO REPRESENT THE SHAREHOLDER AT THE MEETING HAS THE RIGHT TO DO SO, EITHER BY STRIKING OUT THE NAMES OF MANAGEMENT’S NOMINEES NAMED IN THE ACCOMPANYING FORM OF PROXY AND INSERTING THE DESIRED PERSON’S OR COMPANY’S NAME IN THE BLANK SPACE PROVIDED IN THE FORM OF PROXY. A proxy will not be valid unless the completed form of proxy is received by the Company’s transfer agent, TSX Trust, at 100 Adelaide Street West, Suite 301, Toronto, Ontario, M5H 4H1 no later than 10:00 a.m. (EDT) on October 28, 2020, or no later than 48 hours (excluding Saturdays, Sundays and holidays) before the time of any adjourned Meeting. Proxies delivered after that time will not be accepted.

The appointed proxyholder will need to contact TSX Trust Company at [email protected] to request a control number to be represented or voted at the Meeting. It is the responsibility of the shareholder to advise their proxy to contact TSX Trust to request a control number. Without the control number, proxyholders will not be able to participate at the Meeting.

REVOCATION OF PROXIES

A shareholder who has given a proxy may revoke it by an instrument in writing executed by the shareholder or by his attorney duly authorized in writing or, where the shareholder is a corporation, by a duly authorized officer or attorney of the corporation, and delivered to the registered and records office of the Company, at Craigmuir Chambers, PO Box 71, Road Town, Tortola VG1 110, British Virgin Islands (Attention: Corporate Secretary) at any time up to and including the last business day preceding the day of the Meeting, or if adjourned, any reconvening thereof, or to the Chairman of the Meeting on the day of the meeting or, if adjourned, any reconvening thereof, or in any other manner provided by law. A revocation of a proxy does not affect any matter on which a vote has been taken prior to the revocation.

INFORMATION FOR NON-REGISTERED SHAREHOLDERS

Only registered shareholders of the Company or the persons they appoint as their proxies are permitted to vote at the Meeting. Most shareholders of the Company are “non-registered” shareholders (“ Non-Registered Shareholders ”) because the Shares they own are not registered in their names but are instead registered in the name of the brokerage firm, bank or trust company through which they purchased the Shares. Shares beneficially owned by a Non-Registered Shareholder are registered either: (i) in the name of an intermediary (an “ Intermediary ”) that the Non-Registered Shareholder deals with in respect of the Shares (Intermediaries include, among others, banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered RRSPs, RRIFs, RESPs and similar plans); or (ii) in the name of a clearing agency (such as The Canadian Depository for Securities Limited) of which the Intermediary is a participant. In accordance with applicable securities law requirements, the Company will have distributed copies of the Notice of Meeting, this Information Circular, the form of proxy and the 2019 Financial Statements and 2019 MD&A (collectively, the “ Meeting Materials ”) to the clearing agencies and Intermediaries for distribution to Non-Registered Shareholders.

Intermediaries are required to forward the Meeting Materials to Non-Registered Shareholders and are being sent to holders of BDRs by Banco Itaú, as described below under the heading “ Information For Holders Of Brazilian Depositary Receipts ”, unless a Non-Registered Shareholder has waived the right to receive them. Intermediaries often use service companies to forward the Meeting Materials to Non-Registered Shareholders. Generally, NonRegistered Shareholders who have not waived the right to receive Meeting Materials will either:

(i) be given a voting instruction form which is not signed by the Intermediary and which, when properly completed and signed by the Non-Registered Shareholder and returned to the Intermediary or its service company, will constitute voting instructions (often called a “voting instruction form”) which the Intermediary must follow. Typically, the voting instruction form will consist of a one-page pre-printed form. Sometimes, instead of the one-page pre-printed form, the voting instruction form will consist of a regular printed proxy form accompanied by a page of instructions which contains a removable label with a bar-code and other information. In order for the form of proxy to validly constitute a voting instruction form, the NonRegistered Shareholder must remove the label from the instructions and affix it to the form of proxy, properly complete and sign the form of proxy and submit it to the Intermediary or its service company in accordance with the instructions of the Intermediary or its service company; or
(ii) be given a form of proxy which has already been signed by the Intermediary (typically by a facsimile, stamped signature), which is restricted as to the number of Shares beneficially owned by the Non-Registered Shareholder but which is otherwise not completed by the Intermediary. Because the Intermediary has already signed the form of proxy, this form of proxy is not required to be signed by the Non-Registered Shareholder when submitting the proxy. In this case, the Non-Registered Shareholder who wishes to submit a proxy should properly complete the form of proxy and deposit it with the Company, c/o TSX Trust, 100 Adelaide Street West, Suite 301, Toronto, Ontario, M5H 4H1.

In either case, the purpose of these procedures is to permit Non-Registered Shareholders to direct the voting of the Shares of the Company they beneficially own. Should a Non-Registered Shareholder who receives one of the above forms wish to vote at the Meeting (or have another person vote on behalf of the Non-Registered Shareholder), the Non-Registered Shareholder should strike out the persons named in the form of proxy and insert the Non-Registered Shareholder or such other person’s name in the blank space provided, and follow the steps set out below under the heading “ Non-Registered Shareholders – How To Vote At Virtual Meeting ”. In either case, Non-Registered Shareholders should carefully follow the instructions of their Intermediary, including those regarding when and where the proxy or voting instruction form is to be delivered.

A Non-Registered Shareholder may revoke a voting instruction form, or a waiver of the right to receive Meeting Materials and to vote, which has been given to an Intermediary at any time by written notice to the Intermediary provided that an Intermediary is not required to act on a revocation of a voting instruction form or of a waiver of the right to receive Meeting Materials and to vote which is not received by the Intermediary at least seven days prior to the Meeting.

These materials are being sent to both registered and Non-Registered Shareholders and are being sent to holders of BDRs by Banco Itaú, as described below under the heading “ Information For Holders Of Brazilian Depositary Receipts ”. If you are a Non-Registered Shareholder, and the issuer or its agent has sent these materials directly to you, your name and address and information about your holdings of securities, have been obtained in accordance with applicable securities regulatory requirements from the Intermediary holding on your behalf.

By choosing to send these materials to you directly, the Company (and not the Intermediary holding on your behalf) has assumed responsibility for (i) delivering these materials to you, and (ii) executing your proper voting instructions. Please return your voting instructions as specified in the request for voting instructions.

All references to shareholders in this Information Circular and the accompanying form of proxy and Notice of Meeting are to registered shareholders of record unless specifically stated otherwise.

NON-REGISTERED SHAREHOLDERS – HOW TO VOTE AT VIRTUAL MEETING

As set out above under the heading “ Information For Non-Registered Shareholders ”, a Non-Registered Shareholder who receives a voting instruction form or a form of proxy that wishes to vote at the Meeting (or have another person vote on behalf of the Non-Registered Shareholder), should strike out the persons named in the form of proxy and insert the Non-Registered Shareholder or such other person’s name in the blank space provided, and follow the below steps:

Appoint yourself as proxyholder by writing your name in the space provided on the form of proxy or voting instruction form. Do not fill out your voting instructions.
Sign and send it to your Intermediary, following the voting deadline and submission instructions on the voting instruction form.
Get a control number by contacting TSX Trust Company at [email protected] by 10:00 a.m.(EDT) on October 28, 2020.
Log in at https://web.lumiagm.com/229055755 at least 15 minutes before the Meeting starts.
Click on “I have a control number”.
Enter your 12-digit control number.
Enter the password: ora2020 (case sensitive).
Vote.

A duly appointed proxyholders has to be connected to the internet at all times to be able to vote. It is the responsibility of the duly appointed proxyholder to stay connected for the entire Meeting.

INFORMATION FOR HOLDERS OF BRAZILIAN DEPOSITARY RECEIPTS (“BDRS”)

The duly registered beneficial owners of the Company’s BDRs duly registered in the books of Banco Itaú at the close of trading at B3 on September 23, 2020 will have the right to instruct the depositary institution, Banco Itaú, with respect to the votes attaching to the shares underlying their BDRs.

Banco Itaú will deliver to holders of BDRs the Meeting Materials in advance of the Meeting.

To exercise such voting rights, a holder of BDRs must deliver a completed instrução de voto signed by, if applicable, a duly qualified representative of the BDR holder, together with a copy of the documents evidencing such capacity (such as a power of attorney, minutes of the meeting, bylaws, etc.), with a notarized signature, accompanied by a copy of the Central Depositary - B3 extract with the position registered on the record date.

A holder of BDRs may revoke their voting instructions, or a waiver of the right to receive Meeting Materials and to vote, which has been given to Banco Itaú at any time by written notice to Banco Itaú provided that Banco Itaú is not required to act on a revocation of a voting instruction form or of a waiver of the right to receive Meeting Materials and to vote which is not received by Banco Itaú at least two days prior to the Meeting.

For inquiries concerning the delivery of documents by holders of BDRs to Banco Itaú, please contact Banco Itaú at [email protected].

VOTING OF PROXIES

The Shares represented by a properly executed proxy in favour of persons designated as proxyholders in the enclosed form of proxy will be voted or withheld from voting in accordance with the instructions of the shareholder appointing the proxyholder on any ballot that may be called for; and where a choice with respect to any matter to be acted upon has been specified in the form of proxy, be voted in accordance with the specification made in such proxy.

ON A POLL, SUCH SHARES WILL BE VOTED IN FAVOUR OF EACH MATTER FOR WHICH NO CHOICE HAS BEEN SPECIFIED OR WHERE BOTH CHOICES HAVE BEEN SPECIFIED BY THE SHAREHOLDER.

The enclosed form of proxy, when properly completed and delivered and not revoked, confers discretionary authority upon the person appointed proxyholder thereunder to vote with respect to amendments or variations of matters identified in the Notice of Meeting, and with respect to other matters which may properly come before the Meeting. In the event that amendments or variations to matters identified in the Notice of Meeting are properly brought before the Meeting or any further or other business is properly brought before the Meeting, it is the intention of the persons designated by management as proxyholders in the enclosed form of proxy to vote in accordance with their best judgment on such matters or business. At the time of the printing of this Information Circular, management of the Company knows of no such amendment, variation or other matter which may be presented to the Meeting.

QUESTIONS REGARDING THE MEETING

Below are some frequently asked questions regarding the virtual meeting format.

How can I participate and vote in the Meeting (registered shareholders)?

Log in at https://web.lumiagm.com/229055755 at least 15 minutes before the Meeting starts
Click on “I have a control number”
Enter your 12-digit control number (on your proxy form)
Enter the password: ora2020 (case sensitive).
Vote

How can I participate and vote in the Meeting (Non-Registered Shareholders)?

Appoint yourself as proxyholder by writing your name in the space provided on the form of proxy or voting instruction form. Do not fill out your voting instructions.
Sign and send it to your Intermediary, following the voting deadline and submission instructions on the voting instruction form.
Get a control number by contacting TSX Trust Company at [email protected] by 10:00 a.m. (EDT) on October 28, 2020.
Log in at https://web.lumiagm.com/229055755 at least 15 minutes before the Meeting starts.
Click on “I have a control number”.
Enter your 12-digit control number.
Enter the password: ora2020 (case sensitive).
Vote.

We encourage to submit your vote in advance by going to www.voteproxyonline.com and enter your 12-digit control number on your proxy, by facsimile to 416-595-9593, scan and email to [email protected], or by mail to TSX Trust Company 301-100 Adelaide Street West, Toronto, ON M5H 4H1.

When can I join the Meeting online?

You may begin to log into the meeting platform beginning at 9:30 a.m. EDT on October 30, 2020. The Meeting will begin promptly at 10:00 a.m. EDT on October 30, 2020.

How can I ask questions?

While logged in for the Meeting, registered shareholders and proxy appointees will be able to submit questions online by clicking on the submit questions button.

What if I misplaced my 12-digit control number?

Please contact TSX Trust Company at [email protected] by 9:30 a.m. EDT on October 30, 2020 to get your control number. If you are unable to contact TSX Trust Company we have made arrangements to provide a live audio webcast of the Meeting. We will post details on how you may hear the webcast on our website at www.auraminerals.com before the Meeting. You will not be able to vote your shares or submit your questions during the Meeting.

Additional questions?

If you are a registered shareholder or Non-Registered Shareholder and have questions regarding the Meeting (including the voting procedures described above), please contact the Company’s transfer agent, TSX Trust Company, as set out below:

Telephone: (416) 361-0930 (Toronto area) Telephone:1-866-393-4891 (North America) Fax : (416) 595-9593 Email: [email protected]

If you are a holder of BDRs and have questions regarding the Meeting (including regarding voting procedures), please contact Banco Itaú at [email protected].

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

The Company is authorized to issue an unlimited number of shares without par value (the “ Shares ”). As of the date of this Information Circular, 70,742,460 Shares are issued and outstanding.

The Board has fixed September 23, 2020 as the record date (the “ Record Date ”) for the purpose of determining holders of Shares entitled to receive notice of and to vote at the Meeting. Any holder of Shares of record at the close of business on the Record Date is entitled to vote the Shares registered in such shareholder’s name at that date on each matter to be acted upon at the Meeting.

To the knowledge of the directors and executive officers of the Company, as of the date of this Information Circular, no person or company beneficially owns, or controls or directs, directly or indirectly, voting securities of the Company carrying 10% or more of the voting rights attached to any class of voting securities of the Company, other than:

Name of Shareholder	Securities Beneficially Owned, Controlled or Directed, Directly or Indirectly	Percentage Outstanding Voting Securities of the Company
Northwestern Enterprises Ltd. (“Northwestern”)	36,946,005 Shares	approximately 52.23%

Northwestern is a company beneficially owned and controlled by Paulo de Brito, the Company’s Chairman of the Board of Directors.

STATEMENT OF CORPORATE GOVERNANCE PRACTICES

National Policy 58-201 Corporate Governance Guidelines (the “ Governance Guidelines ”) provides guidance on governance to issuers and National Instrument 58-101 – Disclosure of Corporate Governance Practices (“ NI 58-101 ”) requires issuers to make certain prescribed disclosure regarding their corporate governance practices. A full description of the Company’s corporate governance practices pursuant to NI 58-101 (pursuant to Form 58-101F1 of NI 58-101 (“ Form 58-101F1 ”)) is set out in Schedule “A” attached hereto.

AUDIT COMMITTEE

Under National Instrument 52-110 Audit Committees (“ NI 52-110 ”), issuers are required to provide certain disclosure with respect to their Audit Committee, including the text of the Audit Committee’s charter, the composition of the Audit Committee and the fees paid to the external auditor. Please refer to the Company’s Annual Information Form for the year ended December 31, 2019 (the “ AIF ”) under the heading “Audit Committee Disclosure”. A copy of the AIF has been filed on the Company’s profile on the SEDAR website (www.sedar.com) and the Company will, upon request from a shareholder, provide a copy of the AIF free of charge.

ELECTION OF DIRECTORS

The board of directors (the “ Board ”) currently consists of six directors. The Board has set the number of directors at seven and the proposed number of directors to elect at the Meeting is seven directors.

The term of office of each of the present directors expires at the Meeting. The persons named below will be presented for election at the Meeting as management’s nominees and the persons named by management as proxyholders in the accompanying form of proxy intend to vote for the election of these nominees. Management does not contemplate that any of these nominees will be unable to serve as directors. Each director elected will hold office until the next annual general meeting of the Company or until his or her successor is elected or appointed, unless his or her office is earlier vacated in accordance with the Memorandum of Association and Articles of Association of the Company or the provisions of the BVI Business Companies Act, 2004 , as amended (the “ BVI Act ”) .

Majority Voting. The Company has adopted a majority voting policy that applies to uncontested election of directors where the number of nominees is equal to the number of directors to be elected whereby:

(a) any director must immediately tender his or her resignation to the Board of directors if he or she is not elected by at least a majority of the votes cast with respect to his or her election;
(b) the Board must determine whether or not to accept the resignation within 90 days and the Board must accept the resignation absent exceptional circumstances;
(c) the resignation will be effective when accepted by the Board;
(d) a director who tenders a resignation must not participate in any meeting of the Board or any subcommittee of the Board at which the resignation is considered; and
(e) the Company must promptly issue a news release announcing the Board’s decision and, if the Board determines not to accept the resignation, the news release must fully state the reasons for that decision.

Information on Nominee Directors. The following information states the names of all persons proposed to be nominated at the Meeting for election of directors, including the date they first became directors, their principal occupation for the past five years, their beneficial ownership of Shares (beneficially owned, controlled or

directed, directly or indirectly), their committee membership with the Company, the Company meetings they attended, their business experience and professional qualifications, and their public directorships held.

UNLESS AUTHORIZATION TO DO SO IS WITHHELD, THE PERSONS NAMED IN THE FORM OF PROXY ACCOMPANYING THE NOTICE OF MEETING INTEND TO VOTE FOR THE ELECTION AS DIRECTORS OF EACH OF THE PROPOSED NOMINEES WHOSE NAMES ARE SET FORTH BELOW.

PAULO DE BRITO

Sao Paulo, Brazil

Director and Chairman of the Board since May 2016

Mr. Paulo Carlos de Brito has held the position of Chairman of the Board of Directors of the Company since May 2016. Mr. Brito is an entrepreneur with over 45 years of experience in the mining, energy and agriculture sectors and national and international operations. Mr. Brito founded several companies, including Cotia Trading. S.A. (trading company), Mineração Santa Elina Ind. And Com. S.A. (mining company focused on the development, exploration and research of various minerals) and Biopalma da Amazônia S.A. (palm oil production company). Mr. de Brito holds 36,946,005 Shares of the Company through Northwestern Enterprises Ltd.

Ltd.
Board and Committees Board (Chair)	Meeting Attendance 8 of 8	Other Board Public Companies
		None

STEPHEN KEITHTEPHEN KEITHKEITHEITH Ontario, Canada

STEPHEN KEITHTEPHEN KEITHKEITHEITH Mr. Stephen Keith has a degree in Applied Science from Queen's University, an Ontario, Canada International MBA from York University, Schulich School of Business and PEng from Ontario and British Columbia. Mr. Keith was appointed a member of the Director since August Company's Board of Directors in August 2011. Mr. Keith worked on projects in 2011 several countries, with a concentration in Latin America. He has over 20 years of experience working with mining and energy companies, working on projects through feasibility studies, engineering design, project management and construction. Most recently, Mr. Keith was president of GrowMax Resources Corp. (TSX-V: GRO), a company focused on the exploration and development of brine resources rich in phosphate and potassium. Mr. Keith was previously Managing Director of Fertoz Ltd. (ASX: FTX), an emerging agribusiness that progresses towards commercial organic phosphate production in Canada and an expanding fertilizer distribution business in Australia; former president and CEO of Recife Gold, an explorer and emerging developer of gold assets in Brazil; President and CEO of Search Minerals Inc. (TSX-V: SMY), a company focused on the exploration and development of strategic metals; and founder, President and CEO of Rio Verde Minerals Development Corp. (TSX: RVD). Mr. Keith previously held the position of Vice President, Corporate Development for Plutonic Power Corporation; Director of the investment bank at Thomas Wiesel Partners; Vice President of the investment bank at Westwind Partners Mining Group; and Technical Services Manager at Knight Piesold Consulting.

Board and Committees Board Audit (Chair)	Meeting Attendance 8 of 8 4 of 4	Other Board Public Companies
		Latin American Minerals Inc.

PHILIP READE Mr. Reade is an economist and holds a BA in Economics from the University of Sao Paulo, Brazil São Paulo and an MBA from Stanford University. Mr. Reade was appointed a member of the Company's Board of Directors in May 2017. Mr. Reade has more than 20 years of business experience, mainly as an investor and entrepreneur.

Director since May Currently, he invests in public markets and also in private businesses, mainly in 2017 shares, and is in the process of launching a new investment company, focused on global public shares in disadvantaged markets. For 7 years, until February 2016, Mr. Reade was a partner, co-portfolio manager and co-head of the investment team at Tarpon Investimentos. At Tarpon, Philip served as Chairman of the Board of Directors of Cremer, Somos Educação, Ômega Energia and as a member of the Board of Directors of Metalúrgica Gerdau e Tempo Participações. Prior to Tarpon, Mr. Reade was the head of Brazilian operations for the NY-based hedge fund, Marathon Asset Management. Prior to Marathon, Mr. Reade worked at Goldman Sachs in São Paulo as part of the Investment Banking division. Prior to Goldman, he founded and managed Brasilis Seafood, a company that financed seafood processing plants in Brazil. Mr. Reade began his career at Banco Garantia, founded by the Brazilian businessman and founder of 3G, Jorge Paulo Lemann, and later at McKinsey & Co as a business analyst at the São Paulo office.

	Board and Committees Board Audit	Meeting Attendance 8 of 8 4 of 4	Other Board Public Companies None

RICHMONDFENN Florida, USA Director since October, 2019	Mr. Fenn, holds a bachelor's degree in mining engineering from the University of Arizona and is a registered professional engineer. Mr. Richmond Fenn brings 39 years of experience in base and precious metals to the Company. Mr. Fenn has experience in mine engineering, mine development and assessment, maintenance and operations in North and South America, Africa and Papua New Guinea. Prior to joining the Company, Mr. Fenn was Executive General Manager at the Pueblo Viejo mine in the Dominican Republic. Previously, Mr. Fenn held positions for Freeport McMoRan, Glencore and Barrick Gold.

	Board and Committees Board	Meeting Attendance 3 of 3(1)	Other Board Public Companies None

FABIOLUISRIBEIRO Florida, USA Director since February 2020	Mr. Fabio Ribeiro has a BBA from FAAP in São Paulo, a master's degree in Economics from Bocconi University in Milan and a master's degree in Interactive Media and Game Design from the University of Miami. In the last five years he worked at the following companies: Aura Minerals, Technology Strategist, from February 2018 to May 2020. (Mining) and at Neptuno Fund, Fund Manager, since May 2005. (Investment Fund). As a philanthropist, Fabio is involved in an educational project in Brazil, through Associação Acorde, as a counselor, supporting children in human development programs after school. He also created and financed the "Ribeiro Program for Innovation Fund" in support of the Interactive Media department at the University of Miami School of Communication. Mr. Ribeiro holds 135,000 Shares of the Company.

Board and Committees Meeting Attendance Other Board Public Companies Board –[ (2)] None BRUNO MAUAD Bruno is the partner in charge of an Equities book since 2015 at Kapitalo and Sao Paulo, Brazil member of the executive committee since 2019. He started his career in 2005 at Patria Investimentos as an equity analyst becoming portfolio manager in 2010, Proposed Director responsible for long & short as well as long only strategies. In 2013 he joined Ashmore Group as a member of the Investment Committee and portfolio manager of the equities strategies. Bruno holds a Bachelor in Public Administration from FGV/EAESP, and did part of his undergraduate at Tulane University. He is also a

CFA charterholder. Mr. Mauad does not hold any Shares, but exercises control or direction over 3,204,900 BDRs in connection with the management of an investment portfolio as a partner at Kapitalo.

Board and Committees Board	Meeting Attendance –(3)	Other Board Public Companies
		None

PAULO DE BRITO Mr. Paulo Carlos De Brito Filho is currently the president of Mineração Santa Elina, FILHO a company specialized in developing mining projects in Brazil. The company has Sao Paulo, Brazil been working in different projects, for the last 40 years with more than a dozen mines been developed in commodities such as gold, copper, manganese, iron ore, Proposed Director titanium, zinc and lead. As of today, the company is operating a Zinc and Lead mine in the Estate of Rondônia and is working on iron ore project, pre operational in the Estate of Pará. Paulo is also a shareholder and director of Quanta Geração, a company focused in producing energy from renewable sources, such as solar panels and small hydro power. Quanta currently operates 10 different sites in the Estates of Rio de Janeiro and Minas Gerais, producing more than 62MW each year. Mr. de Brito Filho was a board member of Biopalma Indústria e Comércio from 2011-2018, the leading company in the palm oil industry in the Americas. Mr. de Brito Filho holds a Bachelor in Administration from FAAP (Fundação Armando Alvarez Penteado) (2008) and an Executive MBA (ECLA program) from Columbia University NY (2012). Mr. de Brito Filho holds, indirectly, 3,502,200 Shares of the Company.

Board and Committees Board	Meeting Attendance –(4)	Other Board Public Companies
		None

Notes:

(1) Mr. Fenn was appointed to the Board in October, 2019.
(2) Mr. Ribeiro was appointed subsequent to the year ended December 31, 2019.
(3) Mr. Mauad has been put forth for election at the Meeting. If elected, Mr. Maud is expected to be appointed to the Audit Committee and Governance Committee.
(4) Mr. de Brito Filho has been put forth for election at the Meeting.

COMPENSATION, DISCUSSION AND ANALYSIS

The following compensation discussion and analysis is provided to set forth and provide insight into the compensation that the Company provided to its Named Executive Officers (“ NEOs ”) for the year ended December 31, 2019 (the “ 2019 Fiscal Year ”).

The Company’s compensation program is designed to accomplish the following and is currently being reviewed:

support the clear refinement and alignment of goals, targets and plans of the Company;
fairly recognize and reward an executive officer’s current and future expected contribution to the achievement of corporate financial and non-financial objectives;
ensure that an appropriate portion of total compensation is variable (i.e. awards under the Company’s short-term and long-term incentive programs) and linked to individual and corporate standards, goals and performance;
attract, retain and motivate highly skilled and experienced executive officers by providing compensation that is competitive within the small to mid-tier mining market; and

align the interests of executive officers with the interest of the Company’s shareholders.

The Company went through a number of personnel changes and as such, for the 2019 Fiscal Year, the Company had the following NEOs: (i) Rodrigo Barbosa, President & CEO; (ii) João Kleber Cardoso, Vice President, Finance; (iii) Sergio Castanho, Vice President, People and Management Processes; (iv) Monty Reed, former Vice President, Corporate Development, (v) and Fernando Cornejo, former Vice President, Projects. On February 14, 2020, the Company announced that Messrs. Cardoso and Castanho had assumed the roles of Chief Financial Officer and Chief Transformational Officer, respectively.

The Company maintains a General Manager in each country that the Company has operating mines; however, the Company does not consider these individuals to be NEOs for purposes of the Information Circular. The Company’s policy (as with similar companies) is not to disclose financial information with respect to these individuals for safety reasons.

Elements of Executive Compensation

The Company utilizes the following forms of compensation for its executive compensation program: (i) base salary; (ii) annual bonus; (iii) long term incentive plans; and (iv) benefits plan. The details of each element and why the Company chooses to pay each element is noted below.

Base Salary. Base salaries are fixed and therefore not subject to uncertainty and provide executives with a regular defined and certain income. Base salaries are an essential part of the Company’s compensation program as they enable the Company to attract and retain highly qualified and experienced executive officers and remain competitive with peer groups.

The Corporate Governance, Compensation and Nominating Committee (the “ Governance Committee ”), together with the Board, considers the particular responsibilities related to the position, the executive’s experience level and past performance and the recommendations made by the President and CEO in respect of other executive officers. In addition, the Governance Committee also considers median compensation paid by comparable companies by referencing compensation data of companies provided in various reports published by Global Governance Advisors which provides an overview of market practices across the global mining industry for senior executives and board members.

Annual Bonus Payments. Annual bonuses are a variable component of compensation granted under the Company’s short-term incentive plan (the “ STIP ”). The STIP is designed to reward executive officers for individual and corporate achievements of stated objectives. Executive officers, including the NEOs, are eligible for annual bonuses in cash after taking into account individual and corporate performance and exceptional corporate events, including significant transactions. Bonuses are only paid out if a threshold level of performance is achieved. In early 2019, the CEO met with members of management to set forth bonus targets for the NEOs that included specific projects as well as corporate cash flows and EBITDA. The CEO and the Board met separately to set forth the CEO’s bonus targets. In April 2019, the Board met to review the bonus targets for the NEOs and certain STIP were declared.

Long-Term Incentive Plans. Stock options are variable components of compensation granted under the Company’s long-term incentive plan (the “ LTIP ”). The LTIP is designed to promote ownership of the Company and align the interests of executive officers with the interests of the Company’s shareholders. Stock options are designed to assist the Company in attracting, retaining and motivating executive officers to achieve sustained, long-term profitability and increases in stock value over time.

Benefit Plans. The Company provides a benefit package to help ensure the health of its NEOs which also provides access to insurance at a reduced cost. The benefit package also helps to boost morale, increase loyalty and reduce turnover. In addition, the Company believes that its benefit plans improve productivity and reduces absenteeism. The Company also sponsors a voluntary RRSP contribution program for Canadian employees to

support individuals in saving for retirement. Under the RRSP contribution program, an eligible executive officer’s contribution to RRSPs is matched dollar for dollar by the Company up to the lesser of 3.5% of his or her base salary and C$10,000.

Setting Executive Compensation and Compensation Governance

The Governance Committee is responsible for ensuring that the Company has in place an appropriate plan for executive compensation and for making recommendations to the Board with respect to the compensation of its executive officers. The Governance Committee ensures that total compensation paid to all active NEOs is fair and reasonable and is consistent with the Company’s compensation philosophy.

The Governance Committee works with the Chief Executive Officer to develop performance measures and personalized scorecards that will be used to assess performance and determine annual bonus payments in connection with the detailed business plan approved by the Board. The Company’s performance is monitored against these measures throughout the year. The Board, upon the recommendation of the Governance Committee and the Chief Executive Officer, grants long-term incentives in the form of stock options to NEOs in accordance with the above performance measures. The Board will take previous grants into account when considering new grants.

Due to a number of changes that the Company went through from 2017 to 2019, the Governance Committee’s mandate was primarily (but not exclusively) delivered through the functions of the Board.

The Governance Committee is comprised of two independent Board members: Philip Reade (Chair) and Stephen Keith. If elected, Mr. Maud is expected to be appointed to the Governance Committee. In addition to the Governance Committee, the Company’s President & CEO is actively involved in the determination of the Company’s compensation programs (other than with respect to his own compensation). The Governance Committee will be reconstituted following the Meeting.

Compensation Benchmarking. Salaries and wages remained relatively constant for the 2019 Fiscal Year and the Company did not perform a formal benchmarking study.

Compensation Risks. A misalignment between the Company’s vision and corporate objectives and employee performance and decision-making can be a significant risk. To date, the Company has not identified any risks arising from our compensation policies and practices that are reasonably likely to have an adverse material effect on the Company.

The senior management team and the Board regularly reviews the Company’s compensation policies and practices to manage ongoing motivation and retention and market competitiveness, as well as to encourage responsible and thoughtful decision making by employees that is focused and aligned with the efforts and priorities of the Company and its corporate objectives. We have: (i) human resources professionals at each operation engaged to manage the consistency and fairness of our programs, advise team members on effective goal setting and performance management; (ii) a Governance Committee dedicated to overseeing the Company’s compensation policies and practices; and (iii) a Board engaged in the annual objective setting and the executive compensation approval process. In addition to the foregoing, the Company has in the past retained a local compensation expert to review compensation appropriateness and changing market conditions.

The STIP and the LTIP have been specifically created to provide a challenging and motivating work environment with measurable indicators for success. Rewards are based upon planning and achievement of milestones and objectives. Our yearly corporate objectives include items associated with health, safety and corporate social responsibility; budget and cashflow; production, unit cost targets; and project milestones. Departmental and individual objectives are linked to the corporate objectives, thus helping to align the efforts of employees at all levels. Objectives are also created with a longer-term strategy in mind, and the collective achievement of annual objectives contributes to that longer-term vision. This process reduces the risk to the Company as it breaks large,

long-term goals into manageable and planned shorter term objectives, keeping the team focused on the most important tasks, in the right sequence and in the timeframes required, to make our long-term vision and objectives a reality. In doing so, payment for the accomplishment of planned and staged objectives reduces the risk of payment for accomplishment of a task that actually extends over a longer period of time. Rewards support real achievements, and help to modify behaviour and performance, if necessary.

Compensation expense attributed to all employees, including executive officers, is not material in comparison to the Company’s overall budget and total revenue. Total cash compensation to NEOs in the 2019 Fiscal Year was approximately $800,038, being less than 1% of total revenue. No NEO or director is permitted to purchase financial instruments that are designed to offset a decrease in market value of equity securities granted as compensation or held, directly or indirectly, by the NEO or director.

EXECUTIVE COMPENSATION

Summary Compensation Table and Narrative Discussion

Set out below are particulars of compensation paid to the NEOs for the years noted:

Name and Principal Position	Year	Salary ($)	Share- Based Awards ($)	Option- Based Awards ($)(1)	Non-Equity Incentive Plan Compensation ($)	Non-Equity Incentive Plan Compensation ($)	Pension Value ($)(3)	All Other Compensation ($)	Total Compensa- tion ($)
					Annual Incentive Plan(2)	Long- Term Incentive Plan
Rodrigo Barbosa President & CEO(4)	2019	350,000	-	280,386	348,000	-	-	-	978,386
	2018	350,000	-	155,730	300,000	-	-	-	805,730
	2017	341,667	-	-	408,300	-	-	-	749,967

João Kleber Cardoso(5) Vice President, Finance	2019	170,038	-	23,291	87,840	-	-	-	281,169
	2018	-	-	-	-	-	-	-	-
	2017	-	-	-	-	-	-	-	-

Sergio Castanho(6) Vice President, People and Manageme nt Processes	2019	280,000	-	140,257	222,750	-	-	-	643,007
	2018	274,167	-	77,900	221,090	-	-	-	573,157
	2017	-	-	-	-	-	-	-	-

Monty Reed Former Vice President, Corporate Developme nt(7)	2019	160,000	-	-	-	-	-	-	160,000
	2018	288,833	-	-	12,830	-	-	-	301,663
	2017	321,132	-	-	125,000	-	-	-	446,132

Name and Principal Position	Year	Salary ($)	Share- Based Awards ($)	Option- Based Awards ($)(1)	Non-Equity Incentive Plan Compensation ($)	Non-Equity Incentive Plan Compensation ($)	Pension Value ($)(3)	All Other Compensation ($)	Total Compensa- tion ($)
					Annual Incentive Plan(2)	Long- Term Incentive Plan

Fernando Cornejo Former Vice President, Projects(8)	2019	160,902	-	-	-	-	-	102,114(9)	263,016
	2018	208,315	-	17,728	62,447	-	7,195	-	295,684
	2017	196,099	-	-	115,124	-	7,277	-	318,500

(1) If the options would / could be exercised on December 31, 2019, based on the strike and market prices on such date. The amount is based on the grant date fair value of the award for a financial year using the Black-Scholes option pricing model with certain assumptions: (i) expected volatility; (ii) risk‐free interest rate; (iii) expected life; and (iv) expected dividend yield. Option pricing models require the input of highly subjective assumptions including the expected price volatility. Changes in the subjective input assumptions can materially affect the fair value estimated, and therefore, the existing models do not necessarily provide a reliable single measure of the fair value of the Company’s stock options.

(2) Represents cash bonuses. Amounts may have been paid in a subsequent year; however, amounts are included in the year that the amount was earned.

(3) Represents the amount contributed by the Company to the voluntary RRSP contribution plan.

(4) Mr. Barbosa also serves as a Director of the Company but does not receive any compensation in his capacity as a Director of the Company. Mr. Barbosa is not standing for re-election as a Director at the Meeting, but will continue to serve as President & CEO of the Company.

(5) Mr. Cardoso joined the company as Vice President, Finance in March 2019. Mr. Cardoso subsequently assumed the role of Chief Financial Officer on February 14, 2020.

(6) Mr. Castanho subsequently assumed the role of Chief Transformational Officer on February 14, 2020.
(7) Mr. Reed left the Company on June 21, 2020.
(8) Mr. Cornejo left the Company on June 21, 2019.

(9) Represents severance entitlements of $102,114

Significant terms of each NEOs employment agreement are set out under the heading “ Termination and Change of Control Benefits ”.

Incentive Plan Awards

Outstanding share-based awards and option-based awards

The following table sets forth all share-based awards and option-based awards outstanding at the end of the 2019 Fiscal Year with respect to each of the NEOs.

	Option-Based Awards	Option-Based Awards	Option-Based Awards	Option-Based Awards	Option-Based Awards	Share-Based Awards	Share-Based Awards	Share-Based Awards
Name and Principal Position	Number of Shares Underlying Unexercised Options (#)	Option Exercise Price (C$)	Option Grant Date (d/m/y)	Option Expiry Date (d/m/y)	Value of Un- exercised In-the- Money Options ($)(1)	Number of Shares that Have Not Vested (#)	Value of Share- Based Awards that Have Not Vested ($)	Value of Vested Share- Based Awards Not Paid Out or Distribut- ed ($)
Rodrigo Barbosa President & CEO	1,301,175	1,57	13/05/2018	13/05/2026	C$ 195,176	-	-	-

		Option-Based Awards	Option-Based Awards	Option-Based Awards		Share-Based Awards	Share-Based Awards	Share-Based Awards
Name and Principal Position	Number of Shares Underlying Unexercised Options (#)	Option Exercise Price (C$)	Option Grant Date (d/m/y)	Option Expiry Date (d/m/y)	Value of Un- exercised In-the- Money Options ($)(1)	Number of Shares that Have Not Vested (#)	Value of Share- Based Awards that Have Not Vested ($)	Value of Vested Share- Based Awards Not Paid Out or Distribut- ed ($)
João Kleber Cardoso Vice President, Finance	75,000	1,57	10/02/2019	05/10/2016	C$ 11,250	-	-	-
	249,000	1,57	02/10/2019	02/10/2027	C$ 37,350
Sergio Castanho Vice President, People and Management Processes	650,595	1,57	13/05/2018	13/05/2026	C$ 97,589	-	-	-
Monty Reed Former Vice President, Corporate Development(2)	-	-	-	-	-	-	-	-
Fernando Cornejo Former Vice President, Projects(3)	-	-	-	-	-	-	-	-

(1) Based on the difference between the stock option exercise price and the closing price of the Shares (C$1.72 (as adjusted for the 15:1 share split effective August 26, 2020) on the TSX on December 31, 2019. Amounts do not include applicable tax that would be payable by the optionee upon exercise of the option.

(2) Monty Reed left the Company on June 21, 2020.

(3) Fernando Cornejo left the Company on June 21, 2019.

Incentive plan awards – value vested or earned during the year

Name	Option-based awards – Value vested during the year	Share-based awards – Value vested during the year	Non-equity incentive plan compensation – Value earned during the year
Rodrigo Barbosa	-	-	-
João Kleber Cardoso	-	-	-
Sergio Castanho	-	-	-
Monty Reed	-	-	-
Fernando Cornejo	-	-	-

Termination and Double Trigger Change of Control Benefits

We have employment agreements with each NEO, either directly or through a subsidiary, that provide for payments if his employment is terminated. The agreements include provisions for termination or other triggering events in a change of control situation.

Name	Severance on Termination for Good Reason	Severance within Six Months on Double Trigger Change of Control	Incremental Pay if Terminated on December 31, 2019 (salary plus benefits)
Rodrigo Barbosa	12 months’ annual salary	12 months’ annual salary	$374,000
João Kleber Cardoso	6 months’ annual salary(1)	12 months’ annual salary	$100,000
Sergio Castanho	9 months’ annual salary	12 months’ annual salary	$210,000

(1) Mr. Cardoso is entitled to 8 months’ annual salary, instead of 6 months’ annual salary, if certain notice requirements set forth in Mr. Cardoso’s employment agreement with respect to termination are not satisfied.

In the employment agreements of Messrs. Barbosa and Castanho, Change of Control means: (i) the removal, by extraordinary resolution of the shareholders of the Company, of more than 51% of the then incumbent directors of the Company, or the election of a majority of directors to the Board who were not nominees of the Company’s incumbent Board at the time immediately preceding such election; (ii) a consolidation, merger, amalgamation, arrangement or other reorganization or acquisition involving the Company and another corporation or other entity that results in those who were the holders of the Shares of the Company prior to the transaction’s completion holding less than 50% of the outstanding common shares of the successor company after the transaction’s completion; or (iii) any person, entity, or group of persons or entities acting jointly or in concert, as that term is defined in the Securities Act (Ontario) (individually and collectively, an “ Acquiror ”) acquires Shares, or acquires the right to vote or direct the voting of Shares that, when added to the Shares the Acquiror already owns of record or beneficially, or of which the Acquiror has the right to direct the voting, would entitle the Acquiror to vote or direct the voting of 20% or more of the outstanding Shares. In return for the lump sum payment above, the executive officer is required to sign and deliver to the Company a full and final release of all claims against the Company in a form acceptable to the Company.

For Mr. Cardoso’s employment agreement, “Change of Control” means: (i) any person becomes the beneficial owner directly or indirectly, of securities of the Company representing more than fifty percent (50%) of the aggregate voting power of the Company's then outstanding securities, other than by acquisition directly from the Company; (ii) there has been a merger or equivalent combination involving the Company after which more than fifty percent (50%) of the voting stock of the surviving corporation is held by persons other than former shareholders of the Company; or (iii) the Company sells or disposes of all or substantially all of its assets.

Upon termination of a NEOs employment for cause, the Company is not required to make any payments to such NEO, other than for his annual base salary, benefits and vacation pay earned up to the date of termination.

Monty Reed left the Company on June 21, 2020. Mr. Reed is entitled to 24 months’ severance ($320,000).

Fernando Cornejo left the Company during the 2019 Fiscal Year and received severance entitlements equal to $102,114.

PERFORMANCE GRAPH

The following graph compares the cumulative shareholder return on a C$100 investment in Shares to a similar investment in companies comprising the S&P/TSX Composite Index from January 1, 2015 to December 31, 2019.

==> picture [457 x 236] intentionally omitted <==

	2014-12-31	2015-12-31	2016-12-31	2017-12-31	2018-12-31	2019-12-31
	C$	C$	C$	C$	C$	C$
Aura Minerals Inc.	100	113.21	201.89	318.87	239.62	324.53
S&P/TSX Composite Index (TSX)	100	88.91	104.48	111.46	97.88	116.85
S&P/TSX Global Gold Index (TTGD)	100	88.84	133.23	134.06	128.12	179.22
S&P/TSX Global Mining Index (TXGM)	100	71.52	101.63	116.55	109.24	132.82

Compensation of the Company’s executive officers is comprised of different elements, including elements that do not directly correlate to the market price of the Shares, such as base salary, as well as elements that more closely correlate to the Company’s performance and financial condition, such as medium-term and long-term incentives. The elements of executive compensation are designed to attract and retain quality executives to manage the growth and development of the business.

The mining industry is intensely competitive in all of its phases and the Company competes with many companies that possess greater financial and technical resources. Such competition may result in the Company being unable to retain qualified employees. The success of the Company is dependent on senior management. The experience of these individuals will be a factor contributing to the Company’s continued success and growth. The loss of one or more of these individuals could have a material adverse affect on the Company’s business prospects.

DIRECTOR COMPENSATION

Directors’ fees are recommended by the Governance Committee based on a review of prevailing market conditions and a comparison to peer group companies with similar lines of business, market capitalization and public stock exchange listings. This recommendation is then subject to the approval of the Board. Part of the Governance Committee’s role is to promote open communication within the Board and to align shareholder and Board interests. The Board’s philosophy is to provide competitive compensation to recognize membership on the Board and the role of directors with a mix of retainers and meeting fees at the 50[th] percentile of the Company’s peer group and with equity grants at slightly beyond the 50[th] percentile moving towards grants of Share in the Company as compared to options as the Company matures.

The independent directors of the Company receive the following compensation for their services in their capacity as directors. Membership on each committee of the Board is discussed above under the heading “ Election of Directors ”.

Membership	Compensation (C$)
Chair of the Board	$47,000 per annum, paid quarterly in advance
Lead Director	$47,000 per annum, paid quarterly in advance
Membership on the Board (excluding the Chair)	$32,000 per annum, paid quarterly in advance
Chair of the Audit Committee	$10,000 per annum, paid quarterly in advance
Membership on the Audit Committee (excluding the Chair)	$4,000 per annum, paid quarterly in advance
Chair of the Corporate Governance, Compensation and Nominating Committee	$7,500 per annum, paid quarterly in advance
Membership on the Governance Committee (excluding the Chair)	$2,000 per annum, paid quarterly in advance
Per Board/Committee meeting	$1,500 per meeting, paid quarterly in arrears

All directors are reimbursed for actual expenses reasonably incurred in connection with the performance of their duties as directors. In certain situations, the time commitment of Board members in connection with travel to the Company’s operations in Mexico, Honduras and Brazil is much greater than what is typically expected of a Board member and in those situations such Board member will receive up to C$1,500 per day fee for travel.

Director Compensation Table

Except as noted below, the Company has no arrangements, standard or otherwise, pursuant to which the nonNEO directors are compensated by the Company for their services in their capacity as directors, or for committee participation, involvement in special assignments or for services as a consultant or expert during the 2019 Fiscal Year. Except as noted below, none of the Company’s current non-NEO directors have received any manner of compensation for services provided in their capacity as directors, consultants or experts during the Company’s most recently completed financial year. The following table sets forth all amounts of compensation provided to the non-executive directors of the Company during the 2019 Fiscal Year.

Name	Fees earned ($)(1)	Fees Accrued (not yet paid)	Share- based awards ($)	Option- based awards ($)	Non-equity incentive plan compensation ($)	Pensio n value ($)	All other compensati on ($)	Total ($)
Paulo de Brito	47,120	-	-	-	-	-	-	47,120
Stephen Keith	40,640	14,405	-	-	-	-	-	55,045

Name	Fees earned ($)(1)	Fees Accrued (not yet paid)	Share- based awards ($)	Option- based awards ($)	Non-equity incentive plan compensation ($)	Pensio n value ($)	All other compensati on ($)	Total ($)
Philip Reade	31,768	10,382	-	-	-	-	-	42,150
Richmond Fenn	-	10,476	-	-	-	-	205,200(2)	215,676

(1) Includes all fees awarded, earned, paid or payable in cash for services as a director, including annual retainer fees, committee, chair and meeting fees.

(2) Represents compensation received by Mr. Fenn while acting as interim General Manager of the Company’s San Andrés operation during the 2019 Fiscal Year prior to his appointment to the Board.

The following table sets forth all share-based awards and option-based awards outstanding at the end of the 2019 Fiscal Year with respect to each of the non-executive directors.

	Option-Based Awards	Option-Based Awards	Option-Based Awards	Option-Based Awards	Option-Based Awards	Share-Based Awards	Share-Based Awards	Share-Based Awards
Name	Number of Shares Underlying Unexercised Options (#)	Option Exercise Price (C$)	Option Grant Date (d/m/y)	Option Expiry Date (d/m/y)	Value of Un- exercised In-the- Money Options ($)(1)	Number of Shares or Units of Shares that Have Not Vested (#)	Market or Payout Value of Share- Based Awards that Have Not Vested ($)	Market or Payout Value of Vested Share- Based Awards Not Paid Out or Distributed (C$)(2)
Paulo de Brito	-	-	-	-	-	-	-	-
Stephen Keith	-	-	-	-	-	-	-	109,541
Philip Reade	19,750	20.30	26/10/2018	26/10/2021	83,326	-	-	-
Richmond Fenn	-	-	-	-	-	-	-	-

(1) The figures are based on the difference between the stock option exercise price and the closing price of the Shares (C$1.72 (as adjusted for the 15:1 share split effective August 26, 2020)) on the TSX on December 31, 2019. Amounts do not include applicable tax that would be payable by the optionee upon exercise of the option.

(2) The amounts shown are the value of the total number of DSUs held by each director as at December 31, 2019, multiplied by the closing price of Aura Shares on the TSX on December 31, 2019 (C$1.72 (as adjusted for the 15:1 share split effective August 26, 2020)).

Value Vested or Earned During the Year

The table below sets out all share-based awards and option-based awards held by non-executive directors of the Company that vested or earned but have not been paid out as of December 31, 2019.

Name	Option-based awards – Value vested during the year ($)	Share-based awards – Value vested during the year ($)	Non-equity incentive plan compensation – Value earned during the year ($)
Paulo de Brito	-	-	-

Stephen Keith	-	-	-
Philip Reade	-	-	-
Richmond Fenn	-	-	-

In April 2010, the Company implemented a deferred share unit plan (the “ DSU Plan ”), which was available to all directors of the Company who are not employees of the Company or any of its affiliates, including the nonexecutive Chairman of the Board. On April 24, 2017, the Company terminated the DSU Plan. No DSUs were granted to directors during the 2019 Fiscal Year.

EQUITY COMPENSATION PLAN INFORMATION

The below table sets forth information on the Company’s stock option plan that was previously approved by shareholders as at December 31, 2019. The Company does not have any compensation plans under which equity securities of the Company are issuable that have not been approved by shareholders, subject to approval of the Option Plan (as described below under the heading “ Approval of the Option Plan ”).

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted-average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance under equity compensation plans
Stock Option Plan	3,452,250	C$1.51(1)	1,767,750

(1) Adjusted for the 15:1 share split effective August 26, 2020.

APPROVAL OF STOCK OPTION PLAN

On April 24, 2017, the directors of the Company adopted a Stock Option Plan of the Company (as amended June 13, 2018 and September 24, 2020, the “ Option Plan ”) to allow the Company to grant options to eligible participants, including certain directors, officers, employees and consultants of the Company. Under the June 13, 2018 amendments, the Option Plan was amended to, among other things: (i) amend certain provisions relating to the term, vesting and exercise of options, including upon the termination, death, or disability of a participant under the Option Plan or upon a change of control; (ii) amend the method of determining Fair Market Value (as defined below) of the Shares underlying options purchased for cancellation or exercised; and, (iii) amend certain provisions relating to capital adjustments. The September 24, 2020 amendments were comprised entirely of non-substantive changes to clarify certain sections of the Option Plan. The foregoing amendments did not require shareholder approval as such amendments were permitted by the amendment provisions of the Option Plan without obtaining shareholder approval.

The Option Plan was approved by the Company’s shareholders on May 26, 2017. At the Meeting, the Shareholders will be asked to pass resolutions to approve the Option Plan as more particularly described below. A copy of the Option Plan may be obtained by any shareholder by request at: Aura Minerals Inc., 78 SW 7th Street, Suite 7115, Miami, Florida 33130, E-mail: [email protected].. The following is a summary of the Option Plan and is subject to the specific provisions of the Option Plan and readers are encouraged to read it in its entirety.

The purpose of the Option Plan is to advance the interests of the Company through the motivation, attraction and retention of officers, directors and employees of the Company and such other key individuals (including consultants) as the Board deems reasonably appropriate. The Option Plan reserves for issuance, when taken together with Shares reserved for issuance pursuant to all of the Company’s security based compensation arrangements then either in effect or proposed, a maximum of 8% of the issued and outstanding Shares.

The following is an overview of the key provisions of the Option Plan:

The Option Plan will be administered by the Board or a committee of the Board.
The Option Plan reserves for issuance, when taken together with Shares reserved for issuance pursuant to all of the Company’s security based compensation arrangements then either in effect or proposed, a maximum of 8% of the issued and outstanding Shares.
Subject to the limitations of the Option Plan, applicable law and the requirements of each applicable stock exchange, the Board has the authority: (i) to grant to eligible persons options to purchase Shares; (ii) to determine the terms, limitations, restrictions and conditions upon such grants; (iii) to interpret the Option Plan and to adopt, amend and rescind such administrative guidelines and other rules and regulations relating to the Option Plan as the Board may from time to time deem advisable, subject to required prior approval by any applicable regulatory authority or stock exchange; (iv) to correct any defect, supply any omission or reconcile any inconsistency in the Option Plan or any option agreement; and (v) to make all other determinations and to take all other actions in connection with the implementation and administration of the Option Plan as the Board may deem necessary or advisable.
The following insider participation limits apply: (i) the number of Shares issuable to insiders, at any time, pursuant to the Option Plan and other security based compensation arrangements shall not exceed 8% of the issued and outstanding Shares; (ii) the number of Shares issued to insiders, within a one-year period, pursuant to the Option Plan and other security based compensation arrangements shall not exceed 8% of the issued and outstanding Shares; and (iii) the number of Shares issuable to nonemployee directors pursuant to the Option Plan and other security based compensation arrangements shall not exceed 1% of the issued and outstanding Shares.
The Board will establish the exercise price of an option at the time that the option is granted, which exercise price must be in all cases not less than the price required by applicable regulatory authorities or any applicable stock exchange, which in the case of (a) the Toronto Stock Exchange or (b) any option granted to a U.S. Taxpayer, is the Fair Market Value. “ Fair Market Value ” is defined in the Option Plan to mean, at any date in respect of the Shares, the closing sale price of such Shares on the TSX on the trading day immediately preceding such date, subject to certain exceptions in specified circumstances.
Options are personal to the participant and are non-transferable except in limited circumstances pursuant to the Option Plan.
If a termination date occurs in respect of a participant for any reason whatsoever other than termination with cause or resignation, and subject to any determination to the contrary by the Board, each option held by the participant will cease to be exercisable on the earlier of the expiry date and 90 days after the termination date.
If a participant is terminated with cause, all vested and unvested portions will terminate immediately upon such termination. If a termination date occurs in respect of a participant as a result of their resignation from the Company, all vested and unvested portions will terminate immediately upon such termination.
Unless otherwise determined by the Board: (i) options must expire no later than eight years after the date of grant; and (ii) options will vest yearly on a “straight line basis” as to one-third of the Shares under such option on the date that is two and one half years (2.5) from the anniversary of the date of grant for a period of three years (for greater certainty, 1/3 equally commencing on year 2.5, 3.5 and 4.5).

In any case in which an option is duly exercised, the Company may, in its sole discretion, elect to provide cash in lieu of Shares in an amount equal to the difference between the Fair Market Value of the underlying Shares (or any lesser amount agreed upon by the Company and the Participant) and the aggregate exercise price of such underlying Shares, subject to the payment to the Company of any applicable taxes by the Participant.
In any case in which an option is exercisable, the Company may elect to purchase for cancellation the option for an amount equal to the difference between the Fair Market Value of the underlying Shares (or any lesser amount agreed upon by the Company and the participant) and the aggregate exercise price of such underlying Shares, subject to the payment to the Company of any applicable taxes by the participant. However, this right may be exercised by the Company only with the consent of the participant, which consent may be withheld for any reason.
A participant may elect to effect a cashless exercise of any or all of such participant’s right under an option pursuant to the formula set forth in the Option Plan. In connection with any such cashless exercise, the participant would receive, without any cash payment (other than the taxes required to be paid in connection with the exercise which must be paid by the participant to the Company in cash at the time of exercise or as otherwise provided herein), such net number of Shares (which is minus the exercise price).
If the Board at any time determines it advisable to do so in connection with a number of corporate transactions as set forth in the Option Plan, the Board, having regard to its fiduciary duties and the best interests of the Company, will address the economic value of the rights that participants, as a group, have in outstanding options in whatever manner the Board deems to be reasonable in the circumstances.
The Board may amend, suspend or terminate the Option Plan or any portion of it at any time in accordance with applicable law and subject to any required regulatory or shareholder approval. However, except as otherwise provided in the Option Plan, unless consent is obtained from the affected participant, no amendment, suspension or termination may materially impair any options, or any rights related to options, that were granted to that participant prior to the amendment, suspension or termination. Any amendments to the Option Plan to change the maximum number of percentage of Shares issuable pursuant to Options granted under the Plan shall be deemed not to materially impair the rights of any Participant.
Without limiting the generality of the foregoing, the Board may make the following amendments to the Option Plan or an option granted under the Option Plan, as applicable, without obtaining approval of any participant or shareholder of the Company: (i) amendments to the terms and conditions of the Option Plan necessary to ensure that the Option Plan complies with applicable law and regulatory requirements, including the requirements of any applicable stock exchange, in place from time to time; (ii) amendments to the provisions of the Option Plan respecting administration of the Option Plan and eligibility for participation under the Option Plan; (iii) amendments to the provisions of the Option Plan respecting the terms and conditions on which options may be granted pursuant to the Option Plan, including the vesting schedule; (iv) the addition of, and any subsequent amendment to, any financial assistance provision; (v) amendments to the Option Plan that are of a “housekeeping” nature; (vi) amendments to the provisions relating to a change of control; and (vii) any other amendments not requiring shareholder approval under applicable laws or the requirements of any stock exchange.
The Board may not, without approval of the Company’s shareholders, make amendments to the Option Plan or an option granted under the Option Plan with respect to the following: (i) an increase to the maximum number or percentage of securities issuable under the Option Plan; (ii) amendment provisions granting additional powers to the Board to amend the Option Plan or entitlements thereunder; (iii) a reduction in the exercise price of an outstanding option or other entitlements under the Option Plan; (iv) any cancellation and reissue of options or other entitlements; (v) any change to the categories of

individuals eligible to be selected for grants of options where such change may broaden or increase the participation of non-employee directors under the Option Plan; (vi) an amendment to the prohibition on the transfer of options; (vii) an amendment to the amendment provisions of the Option Plan; (viii) an extension to the term of options; and (ix) any changes to insider or non-employee director participation limits.

As of the date of this Information Circular, the Company has 3,436,800 stock options issued and outstanding (being approximately 4.86% of the issued and outstanding Shares).

In accordance with the rules of the TSX, the following table sets forth the annual burn rate, calculated in accordance with section 613(p) of the TSX Company Manual, of the Option Plan for the three most recently completed financial years:

Plan	2019 Burn Rate(1)	2018 Burn Rate(1)	2017 Burn Rate(1)	2016 Burn Rate(1)
Option Plan	1.51%	4.29%	-	1.85%

(1) Annual burn rate is expressed as a percentage and is calculated by dividing the number of securities granted under the specific plan during the applicable fiscal year by the weighted average number of securities outstanding for the applicable fiscal year.

If the Option Plan is approved by securityholders at this year’s Meeting, the Company would have the ability to grant an additional 2,222,597 stock options pursuant to the Option Plan (representing approximately 3.14% of the issued and outstanding Shares). This number is 8% of the current issued and outstanding Shares minus the 3,436,800 stock options currently issued and outstanding.

Failure to obtain securityholder approval at this year’s Meeting would result in the Company not being permitted to make grants under the Option Plan until the securityholder approval is obtained. In accordance with TSX policies, the Company will also be required to seek shareholder approval with respect to the Option Plan every subsequent three years. Shareholders will therefore be requested to approve the following resolution:

“WHEREAS:

A. The Board of Directors adopted, effective May 26, 2017, as amended June 13, 2018 and September 24, 2020, an incentive stock option plan (the “ Option Plan ”), which reserves for issuance a maximum of 8% of the total number of issued and outstanding Shares and does not have a fixed maximum number of Shares issuable.
B. The rules of Toronto Stock Exchange provide that all unallocated options, rights or other entitlements under a security-based compensation arrangement that do not have a fixed number of maximum securities issuable be approved by shareholders on implementation and every three (3) years thereafter.
C. The Board of Directors wishes to implement the Option Plan.

NOW THEREFORE, BE IT RESOLVED THAT:

The Option Plan in substantially the form set forth in the Company’s Management Information Circular dated September 29, 2020 providing for the granting of options under the Option Plan is hereby approved.
All unallocated options, rights or other entitlements under the Option Plan be and are hereby approved. 3. The Company has the ability to continue granting options under the Option Plan until October 30, 2023, that is until the date that is three (3) years from the date where shareholder approval is being sought.
Any one or more directors or officers of the Company be and is hereby authorized to execute any other documents as such one or more directors or officers deems necessary to give effect to the foregoing resolutions.”

APPOINTMENT OF AUDITOR

PricewaterhouseCoopers LLP, Chartered Accountants (“ PwC Canada ”), have been the auditors of the Company since July 6, 2007. The Board, on the recommendation of the Audit Committee, recommends that PwC Canada, together with PricewaterhouseCoopers Auditores Independentes, be reappointed and appointed, respectively, as auditor of the Company and that the Board be authorized to set the auditor’s remuneration.

The audit firm appointed at the Meeting will serve until the end of the Company’s next annual shareholders’ meeting.

UNLESS AUTHORIZATION TO DO SO IS WITHHELD, THE PERSONS NAMED IN THE FORM OF PROXY ACCOMPANYING THE NOTICE OF MEETING INTEND TO VOTE FOR THE REAPPOINTMENT OF PWC AS THE AUDITORS OF THE COMPANY TO HOLD OFFICE FOR THE ENSUING YEAR WITH REMUNERATION TO BE FIXED BY THE BOARD.

ADDITIONAL INFORMATION

Indebtedness of Directors and Executive Officers

None of the current or former directors, officers or employees of the Company or any of its subsidiaries, nor any associate of such persons is as at the date hereof, or has been, during the financial year ended December 31, 2019, indebted to the Company or any of its subsidiaries in connection with a purchase of securities or otherwise. In addition, no indebtedness of these individuals to another entity has been the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding of the Company or any of its subsidiaries.

Interest of Certain Persons in Matters to be Acted Upon

No person who is either: (a) a director or executive officer of the Company who has held such position at any time since the beginning of the last financial year; (b) a proposed nominee for election as a director of the Company; or (c) an associate or affiliate of a person in (a) or (b) has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the Meeting other than as set forth in this Information Circular and specifically with respect to the election of directors.

Interest of Informed Persons in Material Transactions

Except as otherwise set forth herein, no director or executive officer of the Company or any of its subsidiaries, no person who beneficially owns, directs or controls, directly or indirectly, Shares carrying more than 10% of the voting rights attached to all outstanding Shares, no proposed director of the Company and no associate or affiliate of any of the foregoing persons has or has had any material interest, direct or indirect, in any transaction since the commencement of the Company’s most recently completed financial year or in any proposed transaction which in either such case has materially affected or would materially affect the Company or any of its subsidiaries.

As disclosed by the Company in a material change report dated July 12, 2020 (the “ MCR ”), in connection with facilitating the stabilization procedures under the initial public offering of BDRs in Brazil completed in the third quarter of 2020 (the “ Offering ”), Northwestern, a company controlled by Mr. Paulo de Brito, the chairman of the board of the Company, agreed to loan to a Brazilian underwriter that acted as stabilization agent under the Offering 143,568 BDRs, representing 15% of the BDRs offered under the base offering (the “ Northwestern Stabilization Loan ”). As consideration for entering into the Northwestern Stabilization Loan, Northwestern received a fee equal to 0.00001% per annum of the product obtained when the number of BDRs loaned by Northwestern was multiplied by the price per BDR set under the Offering, which was equal to R$820.00 or

C$204.75, based on the daily average rate of exchange published by the Bank of Canada on June 30, 2020, calculated pro rata daily for the term of the loan, which amount was intended to be nominal. See the MCR for further details.

Management Contracts

No management functions of the Company or any of its subsidiaries are to any significant degree performed by a party other than the directors and executive officers of the Company or its subsidiaries except for as set forth below.

Other Matters

Management of the Company knows of no matters to come before the meeting other than those referred to in the Notice of Meeting accompanying this Information Circular. However, if any other matters properly come before the meeting, it is the intention of the persons designated by management as proxyholders in the form of proxy accompanying this Information Circular to vote the same in accordance with their best judgment of such matters.

Additional Information

Additional information relating to the Company may be found on SEDAR at www.sedar.com or on the Company’s website at www.auraminerals.com. Financial information about the Company is provided in the 2019 Financial Statements and the management’s discussion and analysis relating thereto (the “ 2019 MD&A ”).

Copies of the 2019 Financial Statements, the 2019 MD&A and the AIF may be found on SEDAR at www.sedar.com or be obtained free of charge by contacting us at: Aura Minerals Inc., 78 SW 7[th] Street, Suite 7115, Miami, Florida 33130, E-mail: [email protected].

APPROVAL OF DIRECTORS

The contents and the sending of this Information Circular have been approved by the Board.

SCHEDULE “A” STATEMENT OF CORPORATE GOVERNANCE PRACTICES

We are committed to adhering of the highest standards of corporate governance and our corporate governance practices were designed in a manner consistent with this objective.

The board of directors (the “ Board ”) currently is comprised of six directors, of which two are independent. The Board considers Stephen Keith and Philip Reade to be independent. If elected, Bruno Mauad is also expected to be an independent director.

Ethical Business Conduct - Code Business Conduct and Ethics[1]

The Board reviews the Company’s Code of Business Conduct and Ethics (the “ Code ”) yearly to ensure that it is consistent with current industry trends and standards and ensure that it clearly communicates the Company’s commitment to conduct its business in accordance with all applicable laws, rules and regulations and high ethical and moral standards.

The Code was approved by the Board on June 21, 2018. The Code is applicable to all employees, officers and directors of the Company. The Code addresses many important matters, including conflict of interests, confidentiality, protection and proper us of corporate assets, competition and fair dealing, dealing with public and government officials, environment and social responsibility and how any employee, officer or director may, on an anonymous basis, report any violations of the Code. No waiver of the Code has ever been requested or granted to an employee, officer or director of the Company.

The Board, through its Governance Committee, reviews, monitors and oversees the disclosure relating to the Code. No material change report has ever been filed or required to be filed pertaining to any conduct of a director or executive officer that constitutes a departure from the code.

A copy of the Code is provided to each employee, officer and director, officer and employee of the Company upon their appointment.

A copy of the Code may be found on the Company’s website (www.auraminerals.com) and has been filed on SEDAR at www.sedar.com. A person or company may also obtain a copy of the Code by contacting the Company by phone, fax or e-mail (contact information is provided on the Company’s website).

Pursuant to the written Mandate for the Board (the “ Mandate ”), directors must disclose details of any conflict of interests and abstain from voting thereon. A copy of the Mandate is reproduced below.

Board of Directors - Independence[2]

Two of the six current directors on the Board, Philip Reade and Steven Keith, are independent. If elected, Bruno Mauad is expected to be an independent director, and would be the third independent director on the board if Messrs. Reade and Keith are also elected. Mr. Paulo de Brito beneficially owns Northwestern Enterprises Ltd., which owns approximately 52.23% of the issued and outstanding Shares of the Company, and Mr. Barbosa is the President and CEO of the Company, and thus neither is considered an independent director. Mr. Fenn has served as an employee of the Company within the last three years by virtue of serving as interim General Manager of the Company’s San Andrés operation, and therefore is not considered independent. Mr. Ribeiro has also served as an employee of the Company in the last three years, and therefore is not considered independent. The Company recognizes that it is not in compliance with the audit committee charter or NI 52-110 in that it does not have three members of the audit committee and will seek to rectify the matter through the election of Bruno Mauad. At the Meeting, Bruno Mauad has been put forward for election. If elected, Bruno Mauad is

1 Form 58-101F1 – Section 5.

2 Form 58-101F1 – Section 1.

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expected to be an independent director and be appointed to the Audit Committee and the Governance Committee. The Board has in place the following measures to facilitate the exercise of independent judgment in carrying out its responsibilities:

Two of our six directors are independent, as described above;
Mr. Keith, one of our independent directors, has been appointed by the Board as Lead Director. In his role as Lead Director, Mr. Keith is responsible for moderating in camera sessions of the Board’s nonmanagement directors and acting as principal liaison between the non-management directors and the Chair on matters dealt with in such sessions;
The Governance Committee and the Audit Committee are composed entirely of and chaired by nonmanagement directors who meet the independence requirements of NI 58-101, the TSX Company Manual and our Board Mandate;
All of the members of the Audit Committee are “independent” and “financially literate” within the meaning of such terms under National Instrument 52-110 – Audit Committees (“ NI 52-110 ”); and
Non-management directors meet regularly in camera , without the participation of the Company’s senior management, to review matters concerning the relationship of the Board with members of the Company’s management and such other matters as the Lead Director and other non-management directors may deem appropriate.

The directorships of all director nominees are described under the heading “ Election of Directors ”.

At the end of each meeting of the Board, the independent directors meet in the absence of non-independent directors and members of management.

There were eight meetings of the Board during the 2019 Fiscal Year after which the independent directors met in camera . Each directors’ attendance is noted above under the heading “ Election of Directors ”.

During the 2019 Fiscal Year, the Chairman chaired all meetings of the Board. The Chairman ensured that the Board worked together as a cohesive team with open communication. The Chairman acted as a liaison between the Board and management to ensure that the relationship between the Board and management was professional and constructive and ensured that the allocation of responsibilities and boundaries between the Board and management were clearly understood.

Stephen Keith is a non-executive Lead Director, and is therefore considered an independent director. In the event that the Chairman declares a potential conflict of interest, is deemed an executive officer or is unable to perform his duties, the Lead Director shall perform the roles and responsibilities of the Chairman.

Board Mandate[3]

A copy of the Mandate for the Board is set out in Schedule “B” to this Information Circular.

3 Form 58-101F1 – Section 2.

A-2

Position Descriptions[4]

The Board has developed written position descriptions for the Chairman of the Board and the Chair of each Board committee. The Board and President and CEO have developed a written position description for the President and CEO.

Orientation and Continuing Education[5]

The Board and the Company’s Governance Committee ensure that a comprehensive orientation is received by new directors regarding the role of the Board, its committees and its directors. As part of a new director’s orientation, he or she receives a manual which contains the Company’s charters, mandates, codes and policies (the “ Manual ”). New directors are also provided technical reports on the properties of the Company and, as soon as practicable, taken on site visits.

The Board and the Company’s Governance Committee take the following measures to provide continuing education to its directors: (i) review the Manual at least annually and supply a revised copy to each director; (ii) ensure that all directors are kept apprised of changes in the Company’s operations and business, changes in the regulatory environment affecting the Company’s day to day business both within Canada and within the foreign jurisdictions in which the Company maintains properties, and changes in their roles as directors of a public company; (iii) provide, at Board meetings, a technical presentation, focusing on the Company’s main properties. (the question and answer portions of these presentations are a valuable learning resource for the non-technical directors); and (iv) encourage directors to attend relevant courses and conferences, with the Company funding associated fees.

Nomination of Directors[6]

The Governance Committee has been delegated the responsibility to identify and recommend new candidates for nomination to the Board.

In identifying new candidates, the committee assesses the qualifications that each new candidate will bring to the Board, including: (i) personal qualities, characteristics, skills, experiences, accomplishments and reputation in the business community; (ii) current knowledge and contacts in the countries and/or communities in which the Company does business and in the Company’s industry sectors or other industries relevant to the Company’s business; (iii) ability and willingness to commit adequate time and resources to Board and committee matters, and be responsive to the needs of the Company; and (iv) compliance with all legal and regulatory requirements of a Board member.

The Governance Committee is comprised entirely of independent directors. The members of the committee are identified under the heading “ Election of Directors ”.

The responsibilities, powers and operation of the Governance Committee include, (i) identifying and recommending new candidates for Board nomination; (ii) evaluating the effectiveness of the Board, its committees and its directors; (iii) monitoring and reviewing the Company’s corporate governance practices and policies and making recommendations for changes when appropriate; and (iv) ensuring that a comprehensive orientation is received by new directors and that continuing education opportunities are available.

4 Form 58-101F1 – Section 3.

5 Form 58-101F1 – Section 4.

6 Form 58-101F1 – Section 6.

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Compensation[7]

The Governance Committee’s mandate includes reviewing and making recommendations to the Board regarding the remuneration and compensation policies, including (i) short term and long term incentive compensation plans; (ii) the remuneration of directors and executive officers; and (iii) the granting of share-based and option based awards to directors, executive officers and key employees and consultants of the Company and its subsidiaries.

The Governance Committee reviews and makes recommendations to the Board regarding (i) remuneration and compensation policies and plans; (ii) the remuneration of directors; (iii) the appointment, performance and remuneration of officers; (iv) the grant of share-based and option based awards to directors, officers and other key employees and consultants of the Company and its subsidiaries; and (iv) the Company’s succession and leadership plans.

Other Board Committees[8]

The Audit Committee provides assistance to the Board in fulfilling its financial reporting and control responsibilities to the shareholders of the Company and the investment community. Further information regarding the Audit Committee is contained in the Company’s annual information form dated March 30, 2020 (the “ AIF ”) under the heading “ Audit Committee ”, and a copy of the Audit Committee charter and included in the AIF. The AIF is available under the Company’s SEDAR profile at www.sedar.com and on the Company’s website (www.auraminerals.com).

Assessments[9]

The Governance Committee’s mandate is, in part, to annually assess the performance, effectiveness and contribution of the Board, its committees and its directors and make recommendations to the Board.

To facilitate this annual assessment, the Board has approved an Annual Assessment Report and Questionnaires for the Board and each of its committees.

Director Term Limits and Other Mechanisms of Board Renewal[10]

The Company has not adopted term limits for the directors on its board or other mechanisms of board renewal. The Company believes that this aspect of its corporate governance is sufficiently considered by the Governance Committee.

Policies Regarding the Representation of Women on the Board[11]

The Company has not adopted a written policy relating to the identification and nomination of women directors. The Company believes that this aspect of its corporate governance is sufficiently considered by the Governance Committee.

7 Form 58-101F1 – Section 7.

8 Form 58-101F1 – Section 8.

9 Form 58-101F1 – Section 9.

10 Form 58-101F1 – Section 10.

11 Form 58-101F1 – Section 11.

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Consideration of the Representation of Women in the Director Identification and Selection Process[12]

The Company considers the representation of women in the director identification and selection process by considering all possible board candidates and, without limitation, their personal qualities, characteristics, skills, experiences, accomplishments and reputation in the business community.

Consideration Given to the Representation of Women in Executive Officer Appointments[13]

The Company considers the representation of women in executive officer appoints considering all possible executive officer candidates and, without limitation, their personal qualities, characteristics, skills, experiences, accomplishments and reputation in the business community.

Targets Regarding the Representation of Women on the Board and in Executive Officer Positions[14]

The Company has not adopted a target regarding women on the Company’s board or a target regarding women in executive officer positions. The Company believes that this aspect of its corporate governance is sufficiently considered by the Governance Committee.

Number of Women on the Board and in Executive Officer Positions[15]

The Company’s Board consists of six males. The Company does not have any executive officers who are females.

As at December 31, 2019, the Company had the following number of employees broken down per site and per females and males:

	Mexico	Mexico	Honduras	Honduras	Brazil	Brazil	Canada	Canada	United States	United States	TOTAL	TOTAL
	M	F	M	F	M	F	M	F	M	F	M	F
	208	31	263	52	338	41	1	0	6	2	817	124
Total:	239		315		379		1		8		942

12 Form 58-101F1 – Section 12.

13 Form 58-101F1 – Section 13.

14 Form 58-101F1 – Section 14.

15 Form 58-101F1 – Section 15.

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SCHEDULE “B” MANDATE FOR THE BOARD OF DIRECTORS

MANDATE

The Board of Directors has responsibility for the stewardship of Aura Minerals Inc. (the “ Company ”) by supervising the Company’s affairs, with the goal of enhancing shareholder value and maintaining a culture of integrity throughout the Company.

Directors are required to act honestly and in good faith, with a view to the best interests of the Company and to exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

B. STRUCTURE AND OPERATIONS

The Board discharges its responsibility for supervising the management of the business and affairs of the Company by delegating the day-to-day management of the Company to senior officers. The Board relies on senior officers to keep it apprised of all significant developments affecting the Company and its operations.

Meetings of the Board shall be held, at a minimum, on a quarterly basis. The frequency and nature of the meeting agendas are dependent upon business matters and affairs which the Company faces from time to time. The Board also discharges its responsibilities directly and through delegation to its Committees.

When appropriate, ad hoc committees shall be appointed by the Board to address certain issues of a more shortterm nature.

C. SPECIFIC DUTIES OF THE BOARD

As part of the Board’s overall responsibility for the stewardship of the Company, its principle duties include, but shall not be limited to, the following:

Oversight of Management

The Board shall approve the appointment of the President and CEO and all other senior executive officers, and approve the compensation of the senior executive officers based upon the recommendations of the Governance Committee.
To the extent possible, the Board shall satisfy itself as to the integrity of the officers and ensure that they create a culture of integrity throughout the Company.
Review and prior approval by the Board shall be required for all material transactions in which the Company is involved including, without limitation, the acquisition or disposition by the Company of significant assets and properties, the issuance of securities and any matters that are outside the scope of authority delegated to officers.
The Board shall regularly review and maintain the Company’s succession plan, which includes the appointment, training and monitoring of officers.

Board Organization

The Board shall respond to recommendations received from the Governance Committee, but shall retain the responsibility for managing its own affairs by approving the following: its composition; the

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candidates nominated for election; appointments to committees; the selection of the chairmen of the Board and of its committees; and committee charters.

The Board may establish committees of the Board and delegate certain responsibilities to those committees, including: the review and assessment of Board and officer compensation levels; the interim financial results; the performance of the Board and officers; the internal controls systems; the orientation and continuing education of Board members; and safety matters. However, the Board shall retain its oversight function and ultimate responsibility for these matters and all other delegated responsibilities.

Monitoring of Financial Performance and Other Financial Reporting Matters

The Board shall be responsible for the following:

Reviewing, questioning and approving the strategies and plans of the Company.
Identifying principal business risks and ensuring the implementation of appropriate systems to manage such risks including, insurance coverage, conduct of material litigation and the effectiveness of internal controls.
Considering appropriate measures to be taken if the performance of the Company falls short of its goals.
Reviewing and upon the recommendations of the Audit Committee, approving the audited financial statements and notes thereto and the management discussion and analysis.
Overseeing the accurate reporting of the financial performance of the Company to its shareholders on a timely and regular basis.
Overseeing that the financial results are reported fairly and in accordance with generally accepted accounting standards.
Reviewing and approving those matters which the Board is required to approve under its governing legislation and documents, including the payment of distributions and material expenditures.

Policies and Procedures

The Board shall:

Approve, maintain and monitor compliance with all policies, codes, charters and procedures developed to ensure that the Company operates at all times within applicable laws and regulations and to the highest ethical and moral standards.
Develop and approve position descriptions for each of the Chairman of the Board, CEO and the Chairperson of each Board Committee, and measuring the performance of those acting in such capacities against such position descriptions.

Reporting

The Board shall review the integrity of the internal control and management information systems of the Company.
The Board shall implement measures for receiving feedback from stakeholders and ensure that material information is disseminated to the public in a timely manner and in accordance with the Company’s Disclosure Policy.

B-2

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Aura Minerals Inc. — Proxy Solicitation & Information Statement 2020

44372_rns_2020-10-08_4f76b650-afb2-4a82-86dc-bec4b9854652.pdf

NOTICE OF MEETING AND MANAGEMENT INFORMATION CIRCULAR

ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

SEPTEMBER 29, 2020

AURA MINERALS INC.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

AURA MINERALS INC.

AURA MINERALS INC. (the “Company”)

MANAGEMENT INFORMATION CIRCULAR

TABLE OF CONTENTS

DATE OF INFORMATION

FINANCIAL INFORMATION

NON-IFRS MEASURES

REGISTERED SHAREHOLDERS – HOW TO VOTE AT VIRTUAL MEETING

SOLICITATION OF PROXIES

APPOINTMENT OF PROXYHOLDER

REVOCATION OF PROXIES

INFORMATION FOR NON-REGISTERED SHAREHOLDERS

NON-REGISTERED SHAREHOLDERS – HOW TO VOTE AT VIRTUAL MEETING

INFORMATION FOR HOLDERS OF BRAZILIAN DEPOSITARY RECEIPTS (“BDRS”)

VOTING OF PROXIES

ON A POLL, SUCH SHARES WILL BE VOTED IN FAVOUR OF EACH MATTER FOR WHICH NO CHOICE HAS BEEN SPECIFIED OR WHERE BOTH CHOICES HAVE BEEN SPECIFIED BY THE SHAREHOLDER.

QUESTIONS REGARDING THE MEETING

How can I participate and vote in the Meeting (registered shareholders)?

How can I participate and vote in the Meeting (Non-Registered Shareholders)?

When can I join the Meeting online?

How can I ask questions?

What if I misplaced my 12-digit control number?

Additional questions?

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

STATEMENT OF CORPORATE GOVERNANCE PRACTICES

AUDIT COMMITTEE

ELECTION OF DIRECTORS

UNLESS AUTHORIZATION TO DO SO IS WITHHELD, THE PERSONS NAMED IN THE FORM OF PROXY ACCOMPANYING THE NOTICE OF MEETING INTEND TO VOTE FOR THE ELECTION AS DIRECTORS OF EACH OF THE PROPOSED NOMINEES WHOSE NAMES ARE SET FORTH BELOW.

PAULO DE BRITO

COMPENSATION, DISCUSSION AND ANALYSIS

Elements of Executive Compensation

Setting Executive Compensation and Compensation Governance

EXECUTIVE COMPENSATION

Summary Compensation Table and Narrative Discussion

Incentive Plan Awards

Termination and Double Trigger Change of Control Benefits

PERFORMANCE GRAPH

DIRECTOR COMPENSATION

Director Compensation Table

Value Vested or Earned During the Year

EQUITY COMPENSATION PLAN INFORMATION

APPROVAL OF STOCK OPTION PLAN

“WHEREAS:

NOW THEREFORE, BE IT RESOLVED THAT:

APPOINTMENT OF AUDITOR

UNLESS AUTHORIZATION TO DO SO IS WITHHELD, THE PERSONS NAMED IN THE FORM OF PROXY ACCOMPANYING THE NOTICE OF MEETING INTEND TO VOTE FOR THE REAPPOINTMENT OF PWC AS THE AUDITORS OF THE COMPANY TO HOLD OFFICE FOR THE ENSUING YEAR WITH REMUNERATION TO BE FIXED BY THE BOARD.

ADDITIONAL INFORMATION

Indebtedness of Directors and Executive Officers

Interest of Certain Persons in Matters to be Acted Upon

Interest of Informed Persons in Material Transactions

Management Contracts

Other Matters

Additional Information

APPROVAL OF DIRECTORS

SCHEDULE “A” STATEMENT OF CORPORATE GOVERNANCE PRACTICES

Ethical Business Conduct - Code Business Conduct and Ethics[1]

Board of Directors - Independence[2]

Board Mandate[3]

Position Descriptions[4]

Orientation and Continuing Education[5]

Nomination of Directors[6]

Compensation[7]

Other Board Committees[8]

Assessments[9]

Director Term Limits and Other Mechanisms of Board Renewal[10]

Policies Regarding the Representation of Women on the Board[11]

Consideration of the Representation of Women in the Director Identification and Selection Process[12]

Consideration Given to the Representation of Women in Executive Officer Appointments[13]

Targets Regarding the Representation of Women on the Board and in Executive Officer Positions[14]

Number of Women on the Board and in Executive Officer Positions[15]

SCHEDULE “B” MANDATE FOR THE BOARD OF DIRECTORS

MANDATE

Aura Minerals Inc. Proxy Solicitation & Information Statement 2020