Aurania Announces Closing of Second Tranche of Private Placement
TSX-V: ARU
NR 2023-10
AURANIA ANNOUNCES CLOSING OF SECOND TRANCHE OF PRIVATE PLACEMENT
Not for distribution to United States newswire services or for dissemination in the United States
Toronto, Ontario, April 2 5, 2023 – Aurania Resources Ltd. (TSXV: ARU ; OTCQB: AUIAF;
Frankfurt: 20Q) (“Aurania” or the “Company”) is pleased to announce that it has closed the second
tranche (the “Second Tranche”) of its non-brokered private placement financing of up to 10,869,565 units
of the Company (the "Units") for gross proceeds of up to C$5,000,000 (the "Initial Offering"), subject to
the right of the Company to increase the size of the Initial Offering by up to 25% of the size of the Initial
Offering (the “Upsize Option”, and together with the Initial Offering, the “ Offering”). The Offering was
previously announced on March 13, 2023 and March 23, 2023, the date the Company closed the first tranche
of the Offering (the “First Tranche”).
An aggregate of 1,227,963 Units were sold under the Second Tranche at a price of C$0.4 6 per Unit (the
“Issue Price”), for total gross proceeds of C$564,862.98. An aggregate of 9,029,108 Units have been sold
under the Offering for total gross proceeds of C$4,153,389.68.
The Company also announces that it has received an extension from the TSX Venture Exchange (the
“Exchange”) to close the Offering until May 24, 2023 (the “Extension”). The Company expects the closing
of the third and final tranche Offering will be in advance of this date.
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
the date which is thirty-six (36) months from closing date of the applicable tranche of the Offering.
In connection with the closing of the Second Tranche, the Company paid commissions to certain finders of
an aggregate of $16,050.51 in cash and 34,892 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 thirty-six (36) months from the closing of the Second Tranche.
The Offering and the closing of the First Tranche, Second Tranche and the Extension 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.
The Company has used the net proceeds of the First Tranche to pay concession fees and general and
administrative expenses. The Company expects to use the net proceeds from the remainder of the Offering
for exploration activities at the Company’s The Lost Cities – Cutucu Project in southeastern Ecuador and
for general working capital and corporate purposes. The Company’s proposed exploration activities, as
detailed in the Company’s press release dated April 13, 2023, are depending on raising further funding.
For further details concerning the Offering, please see the Company’s news releases dated March 13, 2023,
March 23, 2023 and April 13, 2023.
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 perfo rmance 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 closing of a third
tranche of 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),
the use of proceeds for exploration activities at the Company’s The Lost Cities – Cutucu Project, 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 th at
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 fro m 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 g eneral 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 me tals and copper. Aurania cautions the reader that the above list of risk
factors is not exhaustive. Although the Company 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. The Company disclaims any intention or
obligation to update or revise any forward -looking information, whether as a result of new information,
future events or otherwise, other than as required by law.