Aurania Announces Closing of First Tranche of Private Placement
TSX-V: ARU
NR 2022-23
AURANIA ANNOUNCES CLOSING OF FIRST TRANCHE OF PRIVATE PLACEMENT
Not for distribution to United States newswire services or for dissemination in the United States
Toronto, Ontario, November 29 , 2022 – Aurania Resources Ltd. (TSXV: ARU ; OTCQB: AUIAF;
Frankfurt: 20Q) (“Aurania” or the “Company”) is pleased to announce that it has closed the first tranche
(the “ First Tranche”) of its non-brokered private placement financing of up to 4,444,444 units of the
Company (the "Units") for gross proceeds of up to C$2,000,000 (the "Offering"), previously announced
on October 31, 2022. An aggregate of 2,417,166 Units were sold under the First Tranche at a price of
C$0.45 per Unit (the “Issue Price”), for total gross proceeds of C$1,087,725.
Each Unit is comprised of one common share in the capital of the Company (a "Common Share") and one
Common Share purchase warrant (a " Warrant"). Each Warrant entitle s the holder to purchase one
Common Share (a “Warrant Share”) at an exercise price of C$0.75 per Warrant Share at any time until
November 29, 2024. The Company expects to close the second and final tranche of the Offering in short
order.
In connection with the closing of the First Tranche, the Company paid commissions to certain finders of an
aggregate of $904.50 in cash and 2,010 finders warrants (each a, “Finder Warrant”). Each Finder Warrant
entitles the holder thereof to purchase one (1) Unit at the Issue Price and is exercisable for a period of
twenty-four (24) months from the closing of the First Tranche.
The Company is also pleased to announce that the TSX Venture Exchange (the “TSXV”) has conditionally
accepted for listing up to 4,444,444 Com mon Shares underlying the Units and up to 4,444,444 Warrant
Shares underlying the Warrants issuable pursuant to the Offering.
The Offering and the closing of the First Tranche are subject to certain conditions including, but not limited
to, the receipt of all necessary approvals including the approval of the TSXV and the securities regulatory
authorities. All securities issued and issuable in connection with the Offering are subject to a hold period
of four months plus one day from the date of issuance.
Dr. Keith Barron, the Chief Executive Officer, President, director, promoter and a significant shareholder
of the Company subscribed for 1,111,111 Units under the First Tranche (subscribing through Bambazonke
Holdings Inc., a wholly owned company of Dr. Barron) (the “Insider Participation”). The participation of
the aforementioned insider of the Company in the Offering constitutes a “related party transaction” within
the meaning of Multilateral Instrument 61 -101 – Protection of Minority Se curity Holders in Special
Transactions (“MI 61-101”). The Company is exempt from the “minority approval” and “formal valuation”
requirements of MI 61-101 in respect of such insider participation because the “fair market value” of the
Offering, does not exceed 25% of the Company’s “market capitalization” (as each such term is defined in
MI 61-101).
The Insider Participation was approved by the members of the board of directors of the Company who are
independent for purposes of the Insider Participation, being all directors other than Dr. Barron. No special
committee was established in connection with the Insider Participation, and no materially contrary view or
abstention was expressed or made by any director of the Company in relation thereto.
The net proceeds of the Offering will be used for drilling and exploration of the Company's Lost Cities -
Cutucu Project in southeastern Ecuador and for general working capital.
For further details concerning the Offering, please see the Company’s news release dated October 31, 2022.
The securities described in this news release have not been, and will not be, registered under the United
States Securities Act of 1933, as amended (the “U.S. Securities Act”) and may not be offered or sold in the
United States or to, or for the account or benefit of, “U.S. persons” (as defined in Regulation S under the
U.S. Securities Act) absent registration or an applicable exemption from the registration requirements. This
news release does not constitute an offer to sell or the solicitation of an offer to buy securities, nor will there
be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful
prior to the registration or qualification under the securities laws of any such jurisdiction.
About Aurania
Aurania is a mineral exploration company engaged in the identification, evaluation, acquisition, and
exploration of mineral property interests, with a focus on precious metals and copper in South America. 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.
Information on Aurania and technical reports are available at www.aurania.com and www.sedar.com, as
well as on Facebook at https://www.facebook.com/auranialtd/, Twitter at https://twitter.com/auranialtd,
and LinkedIn at https://www.linkedin.com/company/aurania-resources-ltd-.
For further information, please contact:
Carolyn Muir
VP Corporate Development &
Investor Relations
Aurania Resources Ltd.
(416) 367-3200
Neither the TSX-V nor its Regulation Services Provider (as that term is defined in the policies of the TSX-
V) accepts responsibility for the adequacy or accuracy of this release.
Forward-Looking Statements
This news release contains forward -looking information as such term is defined in applicable securities
laws, which relate to future events or future performance and reflect management's current expectations
and assumptions. The forward-looking information includes statements regarding the anticipated Offering,
including the maximum size thereof, the expected timing to complete the Offering, the ability to complete
the Offering on the terms provided herein or at all, the anticipated use of the net proceeds from the Offering,
the receipt of all necessary approvals, including the approval of the TSXV of the listing of the Common
Shares and the Warrant Shares (and the timing thereof), Aurania’s objectives, goals or future plans,
statements, exploration results, potential mineralization, the corporation’s portfolio, treasury, management
team and enhanced capital markets profile, the estimation of mineral resources, exploration, timing of the
commencement of operations, the Company’s teams being on track ahead of the drill program, drilling
Tatasham, the commencement of the drill program and estimates of market conditions. Such forward-
looking statements reflect management's current beliefs and are based on assumptions made by and
information currently available to Aurania, including the assumption that, there will be no material adverse
change in metal prices, all necessary consents, licenses, permits and approvals will be obtained, including
various local government licenses and the market. Investors are cautioned that these forward -looking
statements are neither promises nor guarantees and are subject to risks and uncertainties that may cause
future results to differ materially from those expected. Risk factors that could cause actual results to differ
materially from the results expressed or implied by the forward-looking information include, among other
things, a failure to obtain or delays in obtaining the required regulatory licenses, permits, approvals and
consents, an inability to access financing as needed, a general economic downturn, a volatile stock price,
labour strikes, political unrest, changes in the mining regulatory regime governing Aurania, a failure to
comply with environmental regulations and a weakening of market and industry reliance on precious metals
and copper. Aurania cautions the reader that the above list of risk factors is not exhaustive.