EX-1.2 3 exh_12.htm EXHIBIT 1.2

Exhibit 1.2

Aura Minerals Inc. |
(the “Company”) |
FORM OF PROXY (“PROXY”) |
Special Meeting February 22, 2018 at 12:00 p.m. (BVI time) |
BVI International Arbitration Centre, Ritter House, 3rd Floor, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands |
(the “Meeting”) |

RECORD DATE: |  | January 18, 2018 |
CONTROL NUMBER: |  |  |
SEQUENCE #: |  |  |
FILING DEADLINE FOR PROXY: |  | February 20, 2018 at 12:00 p.m. (BVI time) |

VOTING METHOD |
INTERNET | Go to www.voteproxyonline.com and enter the 12 digit control number above |
FACSIMILE | 416-595-9593 |
MAIL or HAND DELIVERY | TSX Trust Company |
| 301 - 100 Adelaide Street West Toronto, Ontario, M5H 4H1 |

The undersigned hereby appoints Rodrigo Barbosa, President and Chief Executive Officer of the Company, whom failing Ryan Goodman, VP Legal Affairs & Business Development of the Company (the “Management Nominees”), or instead of any of them, the following Appointee |

Please print appointee name |

as proxyholder on behalf of the undersigned with the power of substitution to attend, act and vote for and on behalf of the undersigned in respect of all matters that may properly come before the Meeting and at any adjournment(s) or postponement(s) thereof, to the same extent and with the same power as if the undersigned were personally present at the said Meeting or such adjournment(s) or postponement(s) thereof in accordance with voting instructions, if any, provided below. |

- SEE VOTING GUIDELINES ON REVERSE -

RESOLUTIONS – MANAGEMENT VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT ABOVE THE BOXES

1. | Merger Resolution | FOR | AGAINST
To consider and, if thought advisable, to pass, with or without variation, resolutions, the full text of which are set forth in Appendix A to the accompanying joint management proxy circular of the Company and Rio Novo Gold Inc. ("Rio Novo") dated January 23, 2018, to approve a plan of merger to implement the proposed merger under section 170 of the BVI Business Companies Act, 2004 between the Company and Rio Novo pursuant to the Merger Agreement on the basis set out in the Information Circular in respect of the Meeting. | ☐ | ☐

|  | This proxy revokes and supersedes all earlier dated proxies and MUST BE SIGNED
PLEASE PRINT NAME |  | Signature of registered owner(s) | Date (MM/DD/YYYY)

Proxy Voting – Guidelines and Conditions |
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1. | THIS PROXY IS SOLICITED BY MANAGEMENT OF THE COMPANY. |
2. | THIS PROXY SHOULD BE READ IN CONJUNCTION WITH THE MEETING MATERIALS PRIOR TO VOTING. |
3. | If you appoint the Management Nominees to vote your securities, they will vote in accordance with your instructions or, if no instructions are given, in accordance with the Management Voting Recommendations highlighted for each Resolution on the reverse. If you appoint someone else to vote your securities, they will also vote in accordance with your instructions or, if no instructions are given, as they in their discretion choose. |
4. | This proxy confers discretionary authority on the person named to vote in his or her discretion with respect to amendments or variations to the matters identified in the Notice of the Meeting accompanying the proxy or such other matters which may properly come before the Meeting or any adjournment or postponement thereof. |
5. | Each security holder has the right to appoint a person other than the Management Nominees specified herein to represent them at the Meeting or any adjournment or postponement thereof. Such right may be exercised by inserting in the space labeled “Please print appointee name”, the name of the person to be appointed, who need not be a security holder of the Company. |
6. | To be valid, this proxy must be signed. Please date the proxy. If the proxy is not dated, it is deemed to bear the date of its mailing to the security holders of the Company. |
7. | To be valid, this proxy must be filed using one of the Voting Methods and must be received by TSX Trust Company before the Filing Deadline for Proxies, noted on the reverse or in the case of any adjournment or postponement of the Meeting not less than 48 hours (Saturdays, Sundays and holidays excepted) before the time of the adjourned or postponed meeting. Late proxies may be accepted or rejected by the Chairman of the Meeting in his discretion, and the Chairman is under no obligation to accept or reject any particular late proxy. |
8. | If the security holder is a company, the proxy must be executed by an officer or attorney thereof duly authorized, and the security holder may be required to provide documentation evidencing the signatory’s power to sign the proxy. |
9. | Guidelines for proper execution of the proxy are available at www.stac.ca. Please refer to the Proxy Protocol. |
Investor inSite |
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To register, please visit www.tsxtrust.com/investorinsite |
Click on, “Register Online Now” and complete the registration form. Call us toll free at 1-866-600-5869 with any questions. |

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