Aurania Resources Ltd. Announces $6.0 Million Brokered & Non-Brokered Offering
AURANIA RESOURCES LTD. ANNOUNCES $6.0 MILLION
BROKERED & NON-BROKERED OFFERING
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR RELEASE, PUBLICATION,
DISTRIBUTION OR DISSEMINATION DIRECTLY, OR INDIRECTLY, IN WHOLE OR IN PART, IN OR
INTO THE UNITED STATES
Toronto, Ontario (March 15, 2017) – Aurania Resources Ltd. (TSXV: ARU) (“Aurania” or the
“Corporation”) is pleased to announce, further to its news release dated March 2, 2017 of its proposed
acquisition (the “ Transaction”) of EcuaSolidus SA (“ ESA”), that it will offer, on a brokered and non -
brokered basis, 3,000,000 subscription receipts of the Corporation (the “ Subscription Receipts”) by way
of a private placement sub ject to all required regulatory approvals at a price of C$2.00 per Subscription
Receipt (the “ Issue Price ”) for total gross proceeds of C$6,000,000 (collectively, the “ Offering”).
Pursuant to the Offering, up to 2,000,000 Subscription Receipts for gross p roceeds of C$4,000,000 will
be co -led by Maison Placements Canada Inc. and Red Cloud Klondike Strike Inc. (collectively, the
“Agents”) in a brokered financing, and up to 1,000,000 Subscription Receipts for gross proceeds of
C$2,000,000 will be offered by the Corporation and completed on a non-brokered basis. The Agents and
the Corporation have the right to increase the offering by 15% for a total of 3,450,000 Subscription
Receipts for gross proceeds of $6,900,000.
Upon satisfaction of the Escrow Release Co nditions (as defined below), each Subscription Receipt shall
be exchangeable for one unit of the Corporation (a “ Unit”). Each Unit of the Corporation will consist of
one common share of the Corporation (“ Share”) and one -half of one common share purchase wa rrant
(“Warrant”). Each whole Warrant shall entitle the holder thereof to acquire one Share at a price of
C$3.00 (the “ Exercise Price ”) for a period of 18 months following the Closing Date. If the volume
weighted average trading price of the Corporation’s Shares on the Corporation’s principal stock exchange
exceeds C$3.00 for a period of 20 consecutive trading days, the Corporation may accelerate the expiry
date to the date which is 30 days following the date upon which notice of the accelerated expiry date of
the Warrants is provided by the Corporation to the holders of the Warrants.
100% of the gross proceeds from the Offering (the “ Escrowed Funds”) will be held in escrow on the
Closing Date. The Escrowed Funds shall be released from escrow by the Escrow A gent to the
Corporation upon the Agents’ sole satisfaction of the following conditions (together, the “ Escrow
Release Conditions”): (i) the execution of a definitive agreement providing for the Transaction to the
satisfaction of the Agents; (ii) the comple tion or irrevocable waiver or satisfaction of all conditions
precedent to the Transaction; (iii) the receipt of all required shareholder, third party (as applicable) and
regulatory approvals including, without limitation, the conditional approval of the TS X-V for the
Transaction and the Offering, if applicable, and the conditional approval of the TSX -V of the listing of
the Shares issuable upon conversion of the Subscription Receipts and exercise of the Warrants after
giving effect to the Transaction; and, (iv) the Corporation and the Agents (on its own behalf and on behalf
of the syndicate) having delivered a joint notice to the Escrow Agent confirming that the conditions set
forth in (i) and (ii) above have been met or waived.
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If the Escrow Release Conditi ons are not satisfied on or before May 31, 2017, the Escrowed Funds
together with accrued interest earned thereon will be returned to the holders of the Subscription Receipts
and the Subscription Receipts will be cancelled. To the extent that the Escrowed Funds are insufficient to
refund 100% of the purchase price of the Subscription Receipts to the holders thereof, the Corporation
shall be responsible for any shortfall.
The Subscription Receipts and underlying securities are subject to a resale restriction of four months and
one day after closing. As consideration to the Agent’s in connection with the Offering, a cash
commission equal to 7% of the gross proceeds of the brokered portion of the Offering shall be payable
upon satisfaction of the Escrow Releas e Conditions, and compensation warrants equal to 7% of the
Subscription Receipts issued pursuant to the brokered portion of the Offering shall be granted. No
commission is payable on subscriptions received from the non -brokered portion of the Offering. Eac h
compensation warrant will be exercisable into one Unit at the Issue Price until the date which is 18
months following the Closing Date, provided that if the volume weighted average trading price of the
Shares on the principal stock exchange upon which th ey are listed exceeds $3.00 for a period of 20
consecutive trading days, the Company may accelerate the expiry date to the date which is 30 days
following the date upon which notice of the accelerated expiry date of the compensation warrant is
provided by the Corporation to the Agents.
Proceeds from the Offering are specifically allocated to the Transaction for property exploration, loan
repayments and working capital.
About Aurania
Aurania Resources Ltd. (TSXV: ARU) is a junior exploration mining company e ngaged in the
identification, evaluation, acquisition and exploration of mineral property interests, with a focus on
precious metals.
On March 1, 2017, the Company announced the proposed acquisition of a related party company that
holds all rights , title and interest in 42 mineral exploration licences covering 207,764 hectares (approx.
2,080 square kilometre) over the core of the Cordillera de Cutucu, a mountain range in the foothills of the
Andes, in Ecuador (the “Lost Cities – Cutucu Project”). An exploration program is planned consisting of
airborne geophysics and a regional stream silt sampling program with reconnaissance geological work.
This transaction is subject to shareholder and regulatory approval. Further information about this Project
can be found on Aurania’s website at www.aurania.com.
For further information, please contact:
Keith Barron
President and CEO
Aurania Resources Ltd.
416 367-3200
Donna McLean
Chief Financial Officer
Aurania Resources Ltd.
416 417-8349
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the poli cies of the
TSXV) accepts responsibility for the adequacy or accuracy of this release.
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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 objectives, goals or future plans, statements, details of the Offering, details of the transaction with ESA,
exploration results, potential mineralization, the company’s portfolio, treasury, management team and enhanced
capital markets profile, the proposed private placement, the timing of the Transaction, 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 or inability to complete the Offering, failure or inability to complete the
Transaction with ESA on the terms as proposed or at all, failure to obtain the required approvals of the Aurania’s
shareholders and regulators, 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 First Nations
and other 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 esti mates 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 al l. 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.