Aurania Announces Closing of First Tranche of Private Placement and Closing of Debt Settlement
TSX-V: ARU
NR 2024-10
AURANIA ANNOUNCES CLOSING OF FIRST TRANCHE OF PRIVATE PLACEMENT AND
CLOSING OF DEBT SETTLEMENT
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED
STATES
Toronto, Ontario, May 9 , 2024 – Aurania Resources Ltd. (TSXV: ARU ; OTCQB: AUIAF;
Frankfurt: 20Q ) (“Aurania ” or the “Company ”) announces that, further to its news release s of
April 17, 2024 and April 24, 2024, it has closed the first tranche (the “First Tranche”) of its non-brokered
private placement of up to 20,000,000 units (“Units”) for aggregate gross proceeds of up to C$4,000,000,
subject to the right of the Company to increase the size of the Initial Offering by up to 25% (the “Offering”).
An aggregate of 10,874,360 Units were sold under the First Tranche at a price of C$0.20 per Unit
(the “Issue Price”), for total gross proceeds of C$2,174,872.00.
Each Unit is composed of one common share in the capital of the Company (a “Common Share”) and one
Common Share purchase warrant (a “ Warrant”). Each Warrant entitles the holder to purchase one
Common Share (a “Warrant Share”) at an exercise price of C$0.45 per Warrant Share at any time until
May 9, 2026. The Company expects to close the second and final tranche of the Offering on or around May
17, 2024.
The Company intends to use the net proceeds raised from the Offering for exploration and target refinement
at the Kuri-Yawi target area in Ecuador, and for general working capital purposes, as described in greater
detail in its news release of April 17, 2024.
In connection with the closing of the First Tranche, the Company paid commissions to certain finders of an
aggregate of $3,430.00 in cash and 17,150 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 also announces that it has completed the debt settlement transaction, as first announced o n
April 17, 2024, and April 24, 2024 (the “Debt Settlement”). Pursuant to the Debt Settlement, the Company
issued an aggregate of 10,360,825 Common Shares to Dr. Keith Barron, the CEO and a director of the
Company, in settlement of C$2.0 million of loans plus interest thereon of C$72,165, for an aggregate
amount of C$2,072,165 owed to him (the “Debt”) by the Company , at a price of C$0.20 per Common
Share. The Debt related to promissory notes of the Company in respect of loans by Dr. Barron for the
purpose of providing cash resources to the Company. The Company had elected to settle the indebtedness
through the issuance of Common Shares to preserve cash and strengthen the Company’s balance sheet.
Completion of the Debt Settlement and the First Tranche is subject to the receipt of all necessary regulatory
approvals, including the final approval of the TSX Venture Exchange. All securities issued and issuable
pursuant to the First Tranche of the Offering and the Debt Settlement are subject to a four-month plus one
day hold period commencing on the date of issuance.
Related Party Transaction and Early Warning Report
Dr. Barron acquired 10,360,825 Common Shares pursuant to the Debt Settlement and 2,303,360 Units
pursuant to the Offering (together, the “ Acquisition”). Such transactions constitute a “ related party
transaction” as defined under the policies of the TSXV and Multilateral Instrument 61-101 – Protection of
Minority Security Holders in Special Transactions (“MI 61-101”). The Company is relying on exemptions
from the minority shareholder approval and formal valuation requirements applicable to the related party
transactions under sections 5.5(a) and 5.7(1)(a), respectively, of MI 61-101, as the fair market value of the
participation in the Debt Settlement and the Offering does not exceed 25 percent of the Company's market
capitalization.
Prior to the Acquisition, Dr. Barron owned 29,251,525 Common Shares, 1,203,992 options to purchase
Shares (“Options”), and 9,317,997 Warrants, representing 43.4% and 51.0% of the Issuer’s issued and
outstanding common shares on an undiluted and partially diluted basis, respectively. Following the
Acquisition, Dr. Barron now owns or controls an aggregate of 41,915,710 Shares, 1,203,992 Options, and
11,621,357 Warrants, representing 47.3% and 53.9% of the Issuer’s issued and outstanding common shares
on an undiluted and partially diluted basis, respectively.
In satisfaction of the requirements of National Instrument 62-104 – Take-Over Bids and Issuer Bids and
National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting
Issues, an early warning report respecting the acquisition of securities by Dr. Barron will be filed under the
Company’s SEDAR+ Profile at www.sedarplus.ca.
The Purchases were completed for investment purposes. Depending on market and other conditions, Dr.
Barron may from time to time in the future increase or decrease their ownership, control or direction over
securities of the Company, through market transactions, private agreements, or otherwise.
The securities described herein have not been, and will not be, registered under the United States Securities
Act, or any state securities laws, and accordingly may not be offered or sold within the United States except
in compliance with the registration requirements of the U.S. Securities Act and applicable state securities
requirements or pursuant to exemptions therefrom. This press release does not constitute an offer to sell or
a solicitation to buy any securities in any 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.sedarplus.ca, 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 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 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 Debt Settlement, the expected timing to complete the Offering and
the Debt Settlement, the ability to complete the Offering and the Debt Settlement on the term s 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 com mencement of
operations, 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.