Aurania Provides Update ON $4,000,000 Non-Brokered Private Placement
TSX-V: ARU
NR 2019-20
AURANIA PROVIDES UPDATE ON $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 23, 2019 – Aurania Resources Ltd. (TSXV: ARU) (OTCQB: AUIAF)
(Frankfurt: 20Q) (“Aurania” or the “Company”) wishes to provide an update on the non-brokered
private placement previously announced (see news release dated July 18, 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 Units and underlying securities are subject to a customary four month s and a day hold period . The
Units 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 anticipates closing the first tranche (the “ First Tranche”) of the Offering in the week of
August 26, 2019 and expects to close subsequent tranche(s) of the Offering in the second half of September
2019.
It is anticipated that Dr. Keith Barron , Chairman and CEO of the Company , will participate in the First
Tranche by acquiring 402,962 Units through corporate entities over which he has direction and control. Dr.
Barron’s participation in the Offeri ng will constitute a "related party transaction" under the Multilateral
Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The
Company expects to rely 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 expects to rely 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 Offering by Dr. Barron does not exceed 25% of the market capitalizati on of the
Company.
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 targets, and for general
working capital purposes.
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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, including wor ds 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 “plan”. Sinc e 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, Aurania p rovides no
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 materially 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 mineralization, 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 project
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 document s 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
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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, solicita tion 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.