Aurania Closes Oversubscribed Private Placement
TSX-V: ARU
NR 2025-24
AURANIA CLOSES OVERSUBSCRIBED PRIVATE PLACEMENT
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED
STATES
Toronto, Ontario, August 21 , 2025 – Aurania Resources Ltd. (TSXV: ARU; OTCQB: AUIAF;
Frankfurt: 20Q) (“Aurania” or the “Company”) announces that further to its news releases dated August
1, 2025 and August 5, 2025, the Company has closed an oversubscribed non -brokered private placement
financing (the “Offering”). Total gross proceeds of C$1,906,355.76 were raised through the issuance of
15,886,298 units of the Company (the “Units”) at a price of C$0.12 per Unit.
Each Unit is composed of one common share 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$0.25 for a period of 24 months following the closing of the
date of issuance.
In connection with the Offering, the Company paid aggregate finder’s fees consisting of (i) C$5118.40 in
cash (the “Cash Consideration”) and (ii) 42,653 compensation warrants (the “Compensation Warrants”)
to eligible finders. Each Compensation Warrant entitles the holder to acquire one additional Unit at a price
of C$0.12 per Unit for a period of 24 months from the date of issuance. Each Unit issuable upon exercise
of a Compensation Warrant is comprised of one Common Share and one Warrant. Each such Warrant
entitles the holder to acquire one Warrant Share at a price of C$0 .25 per Warrant Share for a period of 24
months from the date of issuance of the Compensation Warrant.
The Company intends to use the net proceeds from the Offering primarily for exploration programs, general
working capital purposes, and a portion of the proceeds will be allocated for the first payment of 2025
mineral concession fees in Ecuador.
The closing of the Offering 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 Offering are
subject to a four-month plus one day hold period commencing on the date of issuance.
Related Party Transactions
Dr. Keith Barron, CEO and a director of the Company, acquired 5,741,666 Units under the Offering (the
“Acquisition”). The Acquisition constitutes 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 Acquisiti on does not exceed 25
percent of the Company's market capitalization.
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 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, 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; an inability to fund or extend the payment of Ecuador mineral concession fees
which are due and payable and could result in the forfeiture of such mineral concessions; an inability to
fund the administrative fees imposed by the Ecuadorian Control and Regulation Agency (ARCOM for its
Spanish acronym) on the mining sector which could render the Company insolvent; 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; a weakening of market and industry
reliance on precious metals and base metals; 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.