Aurania Announces Closing of Convertible Debenture Financing and Existing Loan Extension
TSX-V: ARU
NR 2018-20
AURANIA ANNOUNCES CLOSING OF CONVERTIBLE DEBENTURE FINANCING AND
EXISTING LOAN EXTENSION
Toronto, Ontario, May 29, 2018 – Aurania Reso urces Ltd. (TSXV: ARU) (“Aurania” or the
“Company”) announces that it has closed a US$2.0 million convertible debenture financing (the
“Debenture”) with Dr. Keith Barron, the Company’s Chairman, CEO and largest shareholder (the
“Offering”). The funds from the Debenture enable th e Company to maintain the full 2,080 square
kilometre (“km2”) concession package that constitutes the Lost Cities – Cutucu Project in Ecuador. The
decision to maintain the entire c oncession package is based on the pos itive exploration results received
from the project to date.
The terms of the Debenture include:
• The maturity date is May 29, 2019 (the “ Maturity Date”), whereupon the unpaid principal and
accrued interest shall be payable to Dr. Keith Barron;
• Is convertible into common shares at a price of C$3.00 per common share. The total number of
common shares of the Company issuable upon conver sion of the principal amount of the US$2.0
million loan is 877,192; and
• The Debenture is unsecured with interest payabl e at 2% per annum, non-cumulative before the
Maturity Date. The interest accrued on the Debent ure will not be convertible into common shares
of the Company.
The Debenture and the common shares issuable on the conversion of the Debenture will be subject to a
four-month and one day statutory hold period, in add ition to such other restrictions as may apply under
applicable securities laws in jurisdictions outside of Canada.
The securities offered have not been registered under the U.S. Securities Act of 1933, as amended (the
“U.S. Securities Act”), or applicable state securities laws, and may not be offered or sold to persons in the
United States absent registration or an exemption fro m such registration requirements. This press release
shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the
securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
The Offering is subject to certain conditions includi ng, but not limited to, the receipt of all necessary
approvals, including final approval of the TSX Venture Exchange a nd applicable securities regulatory
authorities.
Dr. Keith Barron, the Chairman and CEO of the Comp any is an “insider” of the Company and, as such,
the acquisition of the Debentures by Mr. Barron is considered a "related party transaction" pursuant to
Multilateral Instrument 61-101- Protection of Minority Security Holders in Special Transactions ("MI 61-
101"). MI 61-101 requires the Company, in the absence of exemptions, to obtain a formal valuation for,
and minority shareholder approval of, the “related party transaction”. The Company intends to rely on the
exemption from the formal valuation requirements of MI 61-101 contained in section 5.5(b) of MI 61-101
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on the basis that no securities of Aurania are listed on a specified market set out in such section. The
Company is also relying on the exemption from minority shareholder approval requirements set out in MI
61-101 as the fair market value of the debentur es purchase by Dr. Barron does not exceed 25% of the
market capitalization of the Company, as determined in accordance with MI 61-101.
Loan Assumption and Extension with Dr. Barron
On May 29, 2018, the Compan y assumed a US$782,832 (the “ Principal Amount”) mineral concession
loan (“MCL”), from its wholly owned subsid iary Ecuadorian subsidiary, Ec uasolidus S.A. The Principal
amount and any accrued interest of the MCL is to be repaid to Dr. Barron.
Concurrent with the assumption of the MCL, the Comp any has negotiated an extension of the MCL with
Dr. Barron, to defer the maturity date from May 29, 2018 to May 29, 2019 (the “ Maturity Date ”),
whereupon the Principal amount and any accrued interest will be payable to Dr. Barron. Interest on the
Principal Amount shall be calculated at the rate of 2% per annum. All other terms of the MCL remain in
full force and effect.
Dr. Keith Barron, the Chairman and CEO of the Comp any is an “insider” of the Company and, as such,
the assumption and extension of the Company’s loan with Mr. Barron is considered a "related party
transaction" pursuant to Multilateral Instrument 61-101- Protection of Minority Security Holders in
Special Transactions ("MI 61-101"). The Company is relying on the exemption from minority shareholder
approval requirements set out in MI 61-101 as the fair market value of the MCL held by Dr. Barron does
not exceed 25% of the market capitalization of the Co mpany, as determined in accordance with MI 61-
101.
About Aurania
Aurania is a junior exploration mining company engage d in the identification, evaluation, acquisition and
exploration of mineral property interests, with a fo cus on precious metals and copper. Its flagship asset,
The Lost Cities – Cutucu Project, is located in the Jurassic Metallogenic Belt in the eastern foothills of the
Andes mountain range of southeastern Ecuador.
For further information, please contact:
Dr. Richard Spencer
President
Aurania Resources Ltd.
(416) 367-3200
Carolyn Muir
Manager, Investor Services
Aurania Resources Ltd.
(416) 367-3200
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the
TSXV) accepts responsibility for the adequacy or accuracy of this release.
Forward-Looking Statements
This news release contains forward-looking info rmation that involves substantial known and unknown
risks and uncertainties, most of which are beyond the control of Aurania. Forw ard-looking statements
include estimates and statements that describe Aur ania’s future plans, objectives or goals, including
words to the effect that Aurania or its manageme nt expects a stated condition or result to occur.
Forward-looking statements may be identified by su ch terms as “believes”, “anticipates”, “expects”,
“estimates”, “may”, “could”, “would”, “will”, or “pl an”. Since forward-looking statements are based
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on assumptions and address future events and conditions, by their very nature they involve inherent risks
and uncertainties. Although these statements are based on information currently available to Aurania,
Aurania provides no assurance that actual resu lts will meet management’s expectations. Risks,
uncertainties and other factors involved with forwar d-looking information could cause actual events,
results, performance, prospects and opportunities to diff er materially from those expressed or implied by
such forward-looking information. Forward looking info rmation in this news release includes, but is not
limited to, Aurania’s company’s objectives, goals or future plans, statements, exploration results,
potential mineralization, the corporation’s portfoli o, treasury, management team and enhanced capital
markets profile, the estimation of mineral resources, exp loration and mine devel opment plans, timing of
the commencement of operations and estimates of market conditions. Factors that could cause actual
results to differ materially from such forward-lookin g information include, but are not limited to, failure
to identify mineral resources, failu re to convert estimated mineral res ources to reserves, the inability to
complete a feasibility study which recommends a production decision, the preliminary nature of
metallurgical test results, delays in obtaining or failures to obtain required governmental, regulatory,
environmental or other project approvals, political risks, inability to fulfill the duty to accommodate
indigenous peoples, uncertainties relating to the ava ilability and costs of financing needed in the future,
changes in equity markets, inflation, changes in exchange rates, fluctuati ons in commodity prices, delays
in the development of projects, capital and operatin g costs varying significantly from estimates and the
other risks involved in the min eral exploration and development industry, and those risks set out in
Aurania’s public documents filed on SEDAR. Although Aurania believes that the assumptions and factors
used in preparing the forward-looking information in this news release are reasonable, undue reliance
should not be placed on such information, which only applies as of the date of this news release, and no
assurance can be given that such events will occur in the disclosed time frames or at all. Aurania
disclaims any intention or obligation to update or rev ise any forward-looking information, whether as a
result of new information, future events or otherwise, other than as required by law.