Aurania Closes a $2.78 Million First Tranche of the $4,000,000 Non- Brokered Private Placement
TSX-V: ARU
NR 2019-21
AURANIA CLOSES A $2.78 MILLION FIRST TRANCHE OF THE $4,000,000 NON-
BROKERED PRIVATE PLACEMENT
NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Toronto, Ontario, August 27, 2019 – Aurania Resources Ltd. (TSXV: ARU) (OTCQB: AUIAF)
(Frankfurt: 20Q) (“Aurania” or the “Company”) is pleased to announced that it has closed the first
tranche (the “ First Tranche”) of the non-brokered private placement previously announced (see news
releases dated July 18, 2019 and August 23, 2019 ) for units of the Company (the “ Units”) at a price of
C$2.70 per Unit, for total gross proceeds of up to C$4,000,000 (the “Offering”). Each Unit consists of one
common share of the Company (a “Common Share”) and one-half of a Common Share purchase warrant
(each whole warrant a “Warrant”). Each whole Warrant entitles the holder to purchase one Common Share
at an exercise price of $ 4.00 for a period of 18 months following closing of the Offering. The Offering
includes an over -allotment option, allowing Aurania to issue up to an additional 370,370 Units for
additional gross proceeds of up to C$1,000,000.
The First Tranche consisted of th e sale of 1,030,862 Units for the gross proceeds of C$2,783,264. In
connection with the First Tranche eligible finders were paid C$18,128 in cash compensation and were
issued 6,714 compensation warrants (“ Compensation Warrants ”) for their assistance with the First
Tranche. Each Compensation Warrant is exercisable into a Common Share at C$4.00 per Common Share
for 24 months form the issuance.
The Units, the Compensation Warrants and underlying securities are subject to a customary four months
and a day hold period. The Units, the Compensation Warrants and underlying securities have not been and
will not be registered under the United States Securities Act of 1933, as amended, (the “ U.S. Securities
Act”) or applicable state securities laws and may not be offered or sold in the United States or to U.S.
Persons (as defined in the U.S. Securities Act) without registration, or exemption from registration, under
such laws.
The Company expects to close a subsequent tranche(s) of the Offering prior to the end of September 2019.
In connection with the First Tranche, Dr. Keith Barron, Chairman and CEO of the Company , acquired
402,962 Units through a corporate entity over which he has direction and control. Dr. Barron’s participation
in the First Tranche constitutes a "related party transaction" under the Multilateral Instrument 61 -101 –
Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company relies on
the exemption from the formal valuation requirements of MI 61-101 available on the basis of the securities
of the Company not being listed on specified markets, including the Toronto Stock Exchange, the New
York Stock Exchange, the American Stock Exchange, the NASDAQ or certain overseas stock exchanges.
The Company also relies on the exemption from minority shareholder approval requirements under MI 61-
101 on the basis that the fair market value of the anticipated participation in the First Tranche by Dr. Barron
does not exceed 25% of the market capitalization of the Company.
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Immediately prior to the closing of the First Tranche, Dr. Barron had beneficial ownership and control over
18,606,546 Common Shares and 400,000 options to acquire Common Shares, or approximately 57.15% of
the then outstanding Common Shares on a partially diluted basis. Following the First Tranche. Dr. Barron
has beneficial ownership and control over 19,009,508 Common Shares, 201,481 Warrants and 400,000
options to acquire Common Shares, or approximately 56.86% issued and outstanding Common Shares. The
Units were acquired by Dr. Barron for investment purposes. Depending on market conditions, Dr. Barron
may acquire additional or dispose of securities of the Company from time to time in the future, in the open
market or pursuant to privately negotiated transactions. For the purposes of this notice, the address of Dr.
Barron is 36 Toronto Street, Suite 1050, Toronto, Ontario.
In satisfaction of the requirements of the 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 Units by Dr. Barron will be filed
under the Company’s SEDAR Profile at www.sedar.com.
The gross proceeds raised from the sale of the Units pursuant to the Offering will be used by the Company
to advance exploration in the Lost Cities – Cutucu Project in southeastern Ecuador and environs, including
the analysis of large data sets, initial drilling of gold targets, advancement of copper-silver targets, and for
general working capital purposes.
About Aurania
Aurania is a junior mineral exploration company engaged in the identification, evaluation, acquisition and
exploration of mineral property interests, with a focus on precious metals and copper. 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
Manager – Corporate & Investor
Services
Aurania Resources Ltd.
(416) 367-3200
Dr. Richard Spencer
President
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 that involves substantial known and unknown risks
and uncertainties, most of which are beyond the control of Aurania. Forward -looking statements include
estimates and statements that describe Aurania’s future plans, objectives or goals, inclu ding words to the
effect that Aurania or its management expects a stated condition or result to occur. Forward -looking
statements may be identified by such terms as “believes”, “anticipates”, “expects”, “estimates”, “may”,
“could”, “would”, “will”, or “pla n”. Since forward -looking statements are based on assumptions and
address future events and conditions, by their very nature they involve inherent risks and uncertainties.
Although these statements are based on information currently available to Aurania, A urania provides no
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assurance that actual results will meet management’s expectations. Risks, uncertainties and other factors
involved with forward-looking information could cause actual events, results, performance, prospects and
opportunities to differ ma terially from those expressed or implied by such forward -looking information.
Forward looking information in this news release includes, but is not limited to, Aurania’s objectives, goals
or future plans, statements, exploration results, potential minerali zation, the corporation’s portfolio,
treasury, management team and enhanced capital markets profile, the estimation of mineral resources,
exploration and mine development plans, timing of the commencement of operations and estimates of
market conditions. Factors that could cause actual results to differ materially from such forward -looking
information include, but are not limited to, inability to complete the Offering, failure to identify mineral
resources, failure to convert estimated mineral resources to reserves, the inability to complete a feasibility
study which recommends a production decision, the preliminary nature of metallurgical test results, delays
in obtaining or failures to obtain required governmental, regulatory, environmental or other projec t
approvals, political risks, inability to fulfill the duty to accommodate indigenous peoples, uncertainties
relating to the availability and costs of financing needed in the future, changes in equity markets, inflation,
changes in exchange rates, fluctuations in commodity prices, delays in the development of projects, capital
and operating costs varying significantly from estimates and the other risks involved in the mineral
exploration and development industry, and those risks set out in Aurania’s public documents filed on
SEDAR. Although Aurania 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. Aurania 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.
This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be
any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be
unlawful, including any of the securities in the United States of America. The securities have not been and
will not be registered under the United States Securities Act of 1933, as amended (the “1933 Act”) or any
state securities laws and may not be offered or sold within the United States or to, or for account or benefit
of, U.S. Persons (as defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and
applicable state securities laws, or an exemption from such registration requirements is available.