Aurania Renews Full Concession Package IN Ecuador and Enters into US$2 Million Convertible Debenture with Chairman
TSX-V: ARU
NR 2018-10
AURANIA RENEWS FULL CONCESSION PACKAGE IN ECUADOR AND ENTERS INTO
US$2 MILLION CONVERTIBLE DEBENTURE WITH CHAIRMAN
Toronto, Ontario, April 5, 2018 – Aurania Resources Ltd. (TSXV: ARU) (“Aurania” or the
“Company”) announces that the Company has renewed its full 2,080 square kilometre (“km2”) concession
package in Ecuador based on the positive exploration results received to date. The Company will enter into
a US$2.0 million unsecured convertible debenture with its Chairman and CEO, Dr. Keith Barron, to cover
the concession renewal fees. Aurania’s board has determined that a convertible debenture with an exercise
price higher than current market prices would be less dilutive to existing shareholders than a private
placement at the current share price.
Based on the positive exploration results to date on the Company's Lost Cities - Cutucu Project in Ecuador,
it has been determined that the full package of exploration concessions warrant s renewal. The initial
exploration program anticipated releasing a portion of the land package by the end of March 2018.
However, t he decision to renew the full pack age was based on a review of a irborne geophysics ,
reconnaissance stream sediment sample results and regional geological mapping that indicates that all areas
have compelling exploration potential.
Dr. Keith Barron commented: "This concession area is known to be highly prospective based on its location
along strike and only 100km north of the Fruta del Norte deposit in Ecuador that hosts a measured and
indicated resource of some 7.4 million ounces of gold. We also knew that the geological environment
would be prospective for porphyry copper-gold and copper deposits similar to those that host over 30 billion
pounds of copper and 14 million ounces of gold in the adjacent Cordillera del Condor. The potential of the
Project to contain porphyry deposits has been amply reinforced by the geophysical survey we completed in
November last year . Our President, Richard Spencer and I were fully briefed on- site by the exploration
team last week. The conclusion from that meeting was that the positive exploration results merit the added
cost of renewing the full concession package for an additional year."
To cover the additional fees required for the renewal of the full concession package, the Company is
finalizing a convertible debenture loan (the “Debenture”) with Dr. Keith Barron, the Company’s Chairman,
CEO and largest shareholder. Terms of the Debenture include:
Maturity date shall be May 29, 2019 (the “Maturity Date”); and
Unsecured with interest payable at 2% per annum, non-cumulative before the Maturity Date
convertible into common shares at a price of C$3.00 per common share.
The Company’s Board of Directors has approved a grant of 300,000 options to Dr. Keith Barron at a strike
price of C$2.68, being the closing price of the Company’s shares at the end of trading on April 4, 2018.
The options will have a 5-year term and one third will vest on April 5, 2018, with a further third vesting on
the first anniversary, and the final third on the second anniversary, of the date of grant.
The Debenture financing is subject to the approval of the TSX Venture Exchange.
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Dr. Keith Barron, the Chairman and CEO of the Company is an “insider” of the Company and, as such, the
acquisition of debentures by Mr. Barron is considered a "related party transaction" pursuant to Multilateral
Instrument 61-101- Protection of Minority Security Holders in Special Transactions ("MI 61 -101"). MI
61-101 requires the Company, in the absence of exemptions, to obtain a formal valuation for, and minority
shareholder approval of, the “related party transaction”. The Company intends to rely on the exemption
from the formal valuation requirements of MI 61-101 contained in section 5.5(b) of MI 61-101 on the basis
that no securities of Aurania are listed on a specified market set out in such section . The Company is also
relying on the exemption from minority shareholder approval requirements set out in MI 61-101 as the fair
market value of the debentures purchase by Dr. Barron does not exceed 25% of the market capitalization
of the Company, as determined in accordance with MI 61-101.
About Aurania
Aurania is a junior exploration mining 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-.
The technical information contained in this news release has been verified and approved by Jean -Paul
Pallier, MSc, Aurania's vice- president, exploration. Mr. Pallier is a designated EurGeol by the European
Federation of Geologists and a qualified person as defined by National Instrument 43- 101 -- Standards of
Disclosure for Mineral Projects of the Canadian Securities Administrators.
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 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 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 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 “plan”. 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 info rmation currently available to Aurania, Aurania provides 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 company’s
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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, failure to identify mineral resources, failure to
convert estimated minera l 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 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.