Aurania Resources Announces Size and Pricing of Previously Announced Overnight Marketed Offering
TSX-V: ARU
NR 2021-40
AURANIA RESOURCES ANNOUNCES SIZE AND PRICING OF PREVIOUSLY ANNOUNCED
OVERNIGHT MARKETED OFFERING
Not for distribution to United States newswire services or for dissemination in the United States
Toronto, Ontario, October 5, 2021 – Aurania Resources Ltd. (TSXV: ARU) (Frankfurt: 20Q)
(“Aurania” or the “Company”) announces that, further to its previously announced overnight marketed
public offering (the “ Offering”) of units of the Company (the “ Offered Units”), it has entered into an
underwriting agreement with a syndicate of underwriters led by Cantor Fitzgerald Canada Corporation
(“CFCC”), as sole bookrunner, and including Canaccord Genuity Corp. and Echelon Wealth Partners
(collectively with CFCC, the “ Underwriters”) to sell 3,335,000 Offered Units at a price of $1.80 per
Offered Unit (the “Offering Price”) for gross proceeds of $6,003,000. Each Offered Unit is comprised of
one common share in the capital of the Company (each, a “ Common Share”) and one Common Share
purchase warrant (each, a “Warrant ”). Each Warrant shall entitle the holder to purchase one Common
Share at $2.20 at any time on or before the date which is five years after the Closing Date.
The Company has granted to the Underwriters an option (the “ Over-Allotment Option”), exercisable in
whole or in part, in the sole discretion of the Underwriters, for a period of 30 days from and including the
closing of the Offering, to purchase up to an additional 500,250 Offered Units at the Offering Price. If the
Over-Allotment Option is exercised in full, the total gross proceeds to the Company will be approximately
$6,903,450.
The Company will pay the Underwriters a cash commission equal to 6.0% of the gross proceeds of the
Offering, including proceeds received from the exercise of the Over-Allotment Option, in addition to broker
warrants to purchase up to 6.0% of the number of Offered Units, including the Offered Units from the
exercise of the Over-Allotment Option sold in the Offering (the “Broker Warrants”), at the closing of the
Offering. Each Broker Warrant shall entitle the Underwriters to purchase one Offered Unit at the issue price
at any time on or before the date which is five years after the Closing Date.
Concurrent Private Placement
The Company will also be conducting a concurrent private placement financing (the “Private Placement”)
of units for gross proceeds of up to $2,000,000 on the same terms and conditions as the Offering. The
Private Placement is superseding the previously announced non- brokered private placement of units on
September 13, 2021. A commission of 2% will be paid to the Underwriters in relation to the Private
Placement. A finders’ fee of up to 7% may also be paid to certain eligible finders for funds that were
committed to the previously announced non-brokered private placement and that are now committed to the
Private Placement. The securities issued pursuant to the Private Placement shall be subject to a four-month
plus one day hold period commencing on the day of the closing of the Private Placement under applicable
Canadian securities laws.
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Anticipated Closing
The Offering and Private Placement are expected to close on or about O ctober 20, 2021 (the “Closing
Date”) and will be subject to certain conditions including, but not limited to, the receipt of all necessary
approvals including the approval of the TSX Venture Exchange of the listing of the Common Shares and
Warrants (including the Common Shares and Warrants comprising the Units, the Common Shares issuable
upon the exercise of the Warrants, and the Warrants and Common Shares issuable pursuant to the exercise
of the Broker Warrants).
Use of Proceeds
Anticipated use of the proceeds of the Offering and Private Placement will be for exploration expenditures
at the Company’s Lost Cities – Cutucu Project in Ecuador and for working capital and general corporate
purposes.
Availability of Short Form Prospectus & Limitations in the United States
The amended and restated preliminary short form prospectus in respect of the Offering is available on
SEDAR at www.sedar.com. Alternatively, a written prospectus relating to the Offering may be obtained
upon request by contacting the Company o r Cantor Fitzgerald Canada Corporation in Canada, attention:
Equity Capital Markets, 181 University Avenue, Suite 1500, Toronto, ON, M5H 3M7, email:
The Offered Units and securities underlying them, have not been, and will not be, registered under the U.S.
Securities Act and may not be offered or sold in the United States or to, or for the account or benefit of,
“U.S. persons” (as defined in Regulation S under the U.S. Securities Act) absent registration or an
applicable exemption from the registration requirements. This news release shall not constitute an offer to
sell or the solicitation of an offer to buy nor shall there be any sale of the Offered Units in any jurisdiction
in which such o ffer, solicitation or sale would be unlawful prior to registration or qualification under the
securities laws of that 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 Investor Relations
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 may contain forward-looking information that involves substantial known and unknown
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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 i nformation 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 objectives, goals
or future plans, statemen ts, 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, estimates of market conditions and timing and
completion of the Offering and Private Placement. 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
and/or the Pr ivate Placement, 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, the effects
of COVID-19 on the business of the Company including but not limited to the effects of COVID-19 on the
price of commodities, capital market conditions, restrictions on labour and international travel and supply
chains, 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.