Aurania Announces Non-Brokered Private Placement of up to C$5.0M
TSX-V: ARU
NR 2023-05
AURANIA ANNOUNCES NON-BROKERED PRIVATE PLACEMENT OF UP TO C$5.0M
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED
STATES
Toronto, Ontario, March 13, 2023 – Aurania Resources Ltd. (TSXV: ARU ; OTCQB: AUIAF;
Frankfurt: 20Q) (“Aurania” or the “Company”) announces that it intends to complete a non -brokered
private placement financing of up to 10,869,565 units of the Company (the “Units“) at a price of C$0.46
per Unit (the “Issue Price”) for total gross proceeds to the Company of up to C$5,000,000 (the “Offering“).
Each Unit will consist of one common share of the Company (a “Common Share“) and one Common Share
purchase warrant (a “Warrant“). Each Warrant will entitle the holder to purchase one Common Share (a
“Warrant Share”) at an exercise price of C$0.75 per Warrant Share for a period of 36 months following the
closing of the Offering.
The Company reserves the right to increase the size of the Offering by up to 25% of the size Offering, such
that up to an additional 2,717,391 U nits may be issued to raise addition al gross proceeds of up to
C$1,250,000.
Finders
Subject to the approval of the TSX Venture Exchange (the “TSXV“), the Company may pay finders’ fees
to certain eligible finders of up to 7% in cash of the gross proceeds raised in the Offering from subscribers
introduced to the Company by such finders and up to 7% in finders warrants (the “Finders Warrants”) of
the aggregate number of Units placed by such finders. Each Finder Warrant will entitle the holder thereof
to purchase one (1) Unit at the Issue Price and will be exercisable for a period of 36 months from the closing
of the Offering. Each Finder’s Warrant will be comprised of one Common Share and one Warrant.
Insider Participation
Certain directors and officers of the Company are expected to acquire more than 25% of the Units under
the Offering. Such participation will be considered to be a "related party transaction" as defined under the
policies of the TSX -V and Multilateral Instrument 61 -101 – Protection of Minority Security Holders in
Special Transactions ("MI 61-101"). The Company anticipates 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 neither the fair market value of the Common
Shares to be acquired by the participating directors and officers nor the consideration to be paid by such
directors and officers is anticipated to exceed 25 percent of the Company's market capitalization.
Subscription Procedure
Existing shareholders and other investors interested in subscribing to the Offering should register their
interest via email to [email protected].
Closing
Closing of the Offering is anticipated to be completed on or about April 4, 2023, or such other date or dates
that the Company may determine and may close in tranches. Closing is subject to the receipt of all necessary
regulatory approvals including (but not limited to) the receipt of approval from the TSXV of the listing of
the Common Shares and the Warrant Shares issuable upon the exercise of the Warrants. The Warrants are
not eligible to be listed, and therefore will not be tradeable.
Hold Period
The securities issued pursuant to the Offering shall be subject to a four -month plus one day hold period
commencing on the day of the closing of the Offering under applicable Canadian securities laws. The
Offering is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory
and other approvals including the approval of the TSXV.
The Company intends to use the net proceeds raised from the Offering to pay concession fees and for
exploration of the Company’s The Lost Cities – Cutucu Project in Ecuador and for general working capital
and corporate purposes.
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.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 thes e 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.