Aurania Announces Loan Agreement
TSX-V: ARU
NR 2025-11
AURANIA ANNOUNCES LOAN AGREEMENT
Toronto, Ontario, April 30 , 2025 – Aurania Resources Ltd. (TSXV: ARU; OTCQB: AUIAF;
Frankfurt: 20Q) (“Aurania” or the “Company”) announces that its Chairman, President and Chief
Executive Officer, Dr. Keith Barron (the “Lender”) has agreed to provide a loan of up to US$2,094,500 to
the Company to be advanced from time to time in principal amounts as agreed by the parties (the “Loan”).
The Loan is unsecured, bears interest at 2% per annum and matures upon notice of from the Lender at any
time following twelve months and one day from the date hereof. The proceeds of the Loan will be used to
fund the Company’s remaining 2024 mineral concession fees in Ecuador, which are due by May 1, 2025.
Dr. Keith Barron is a related party of the Company by virtue of the fact that he is the Chairman, the President
and Chief Executive Officer, a promoter and a principal shareholder of the Company, and as a result, each
advance and repayment under the Loan constitutes a “ Related Party Transaction” for the purposes of
Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-
101”). The Company is relying upon an exemption from the formal valuation and minority sha reholder
approval requirements under MI 61-101 in respect of the Related Party Transactions, in reliance on Sections
5.5(a) and 5.7(1) of MI 61 -101, respectively, as the fair market value of the Related Party Transaction,
collectively, does not exceed 25% of the Company’s market capitalization, as determined in accordance
with MI 61-101. The Company did not file a material change report related to the Loan more than 21 days
before the expected closing of the Loan as required by MI 61-101, as the Company wished to organize the
Loan on an expedited basis for sound business reasons.
The Loan was approved by the members of the board of directors of the Company who are independent for
purposes of the related party transaction, being all directors other than Dr. Barron. No special committee
was established in connection with the Loan, and no materially contrary view or abstention was expressed
or made by any director of the Company in relation thereto.
Payment of the Company’s remaining 2024 mineral concession fees in Ecuador is being processed within
standard international banking transactions, with the timeline communicated to and acknowledged by the
relevant authorities in Ecuador. Regarding payment of the 2025 concession fees, the Company is in the
process of reaching an agreement with the corresponding authorities and expects to reach an agreement in
similar terms as was done for the 2024 mineral concession fees. This process may take a couple of months,
meanwhile the Company maintains its property in Ecuador in good standing while an agreement is being
finalized.
Update on Private Placement Financing
Considering the announcement of this loan, the Company will allow the recommended time for the news
to be assimilated and therefore expects to close the final tranche of its non- brokered private placement
financing on or around May 5, 2025.
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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 – Cutucú 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 TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the
policies of the TSX Venture Exchange) 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 Aurania ’s objectives, goals , future plans or
other statements of intent, Aurania’s ongoing engagement in the identification, evaluation, acquisition and
exploration of mineral property interests, any potential exploration results or potential mineralization
resulting therefrom, Aurania’s ongoing exploration focus on The Lost Cities – Cutucú Project, potential
additional advances pursuant to the Loan, eventual repayment of the Loan or any part thereof by Aurania,
the use by Aurania of funds received pursuant to the Loan, the expectation that upon receipt of the
concession fees, the Company’s Ecuadorian concessions will continue to be in good standing and that the
Company expects to successfully reach an agreement regarding the current year fees. 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 , that the Lender will be able to advance additional funds up to
US$2,094,500 pursuant to the Loan, tha t the Company will be able to successfully negotiate with the
applicable Ecuadorian authorities, that the Company’s concessions will remain in good standing
notwithstanding that the 2024 concession fees may be received after the May 1, 2025 deadline and the 2025
concession fees are subject to negotiations with applicable Ecuadorian authorities and that such negotiations
will be successful. 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, the payment of the 2024
concessions fees may not be received by the May 1, 2025 deadline or that the Company may not be able to
negotiate with the Ecuadorian authorities for the payment for the 2025 concession fees, in which case,
immediate payment of the 2025 concession fees may be required and the Company may require equity or
debt financing to fund such concession fees, and such financing may not be available on terms favourable
to the Company, or at all ; the state of the capital markets generally and of the mining markets more
particularly, any commodity prices supply chain disruptions, restrictions on labour and workplace
attendance and local and international travel due to war, weather, pandemics or otherwise; a failure to obtain
or delays in obt aining the required regulatory licenses, permits, approvals and consents ; an inability to
access financing as needed, including pursuant to the Loan; a general economic downturn, a volatile stock
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price, labour strikes, political unrest, changes in the mining regulatory regime governing Aurania; a failure
to comply with environmental regulations; a weakening of market and industry reliance on precious metals
and copper; and. those risks set out in the Company’s public documents filed on SEDAR+. 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.