Aurania Resources Ltd. Announces Non-Brokered Private Placement
TSX-V: ARU
NR 2018-22
AURANIA RESOURCES LTD. ANNOUNCES NON-BROKERED PRIVATE PLACEMENT
NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Toronto, Ontario, June 1, 2018 – Aurania Resources Ltd. (TSXV: ARU) (“Aurania” or the
“Company”) is pleased to announce that it intends to complete a non-brokered private placement
financing of up to 2,000,000 units (the “Units”) at a price of $2.00 per Unit, for total gross proceeds of up
to $4,000,000 (the “ Offering”). Each Unit will consist of one common share of the Company (a
“Common Share”) and one-half Common Share purchase warrant (a “ Warrant”). Each whole Warrant
entitles the holder to purchase one Common Share at an ex ercise price of $3.00 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 500,000 Units for additional gross proceeds of up to $1,000,000. The Offering is
open to all accredited investors worldwide. In addition, the Offering is available to four other investor
groups in accordance with applicable laws:
Existing Shareholders who are not accredited investors (Canadian residents only);
US Residents;
Foreign Residents (anyone residing outside of Canada or the US); and
Family, Friends & Business Associates of Management.
The gross proceeds raised from the sale of the Units will be used by the Company for mineral exploration,
which includes continuing the geochemical sampling su rvey and prospecting that has been successful in
discovering several epithermal targets, additional ge ophysical surveys over specific target areas, and
remote sensing, all with a focus on further defining specific drill targets, and for general working capital
purposes. Securities issued pursuant to the Offering shall be subject to a four-month plus one day hold
period commencing on the day of the closing of the Offering under applicable Canadian securities laws.
The Offering is subject to the approval of the TSX Venture Exchange.
Accredited Investors (Worldwide)
The Offering is a private placement available to all accredited investors in Canada, the US and elsewhere
in the world as per customary private placement syndication.
Other Investor Groups:
Existing Shareholders (Canadian Residents Only)
To make the financing more inclusive, the Co mpany has made the Offering available to other
shareholders through the “Existing Shareholder Exemption”. The Offering is, therefore, available to all
shareholders of the Company who are Canadi an residents as at May 31, 2018 (the " Record Date"). Any
person who becomes a shareholder of the Company afte r the Record Date is not permitted to participate
in the Offering using the Existing Shareholder Exemption but may still be able to participate using
other available exemptions.
US Residents
Apart from the Offering being available to accredited investors in the US, it is also open to a maximum of
35 non-accredited investors on a first-come-first-served basis.
Subscription Procedure
Existing shareholders and other investors who are inter ested in subscribing to the Offering should register
via the following link on the Company’s corporate website http://www.aurania.com/investors/private‐
placement/. If the Offering is over-subscribed, it is possibl e that a shareholder's subscription may not be
accepted by the Company even though it is received. Add itionally, in the event of an imbalance of large
subscriptions compared to smaller subscriptions ma nagement of the Company reserves the right in its
discretion to reduce large subscriptions in favour of smaller shareholder subscriptions.
Existing Shareholder Exemption
There are conditions and restrictions to sub scribing to the Offering when relying upon the Existing
Shareholder Exemption, namely, the subscriber must:
a) be a Canadian resident shareholder of the Company on the Record Date (and must still be a shareholder
on the date that the subscription is made);
b) be purchasing the Units as a principal, i.e. for their own account and not for any other party;
c) may not purchase more than $15,000 value of securities through the Existing Shareholder Exemption in
any twelve-month period.
There is one exception to the $15,000 subscription limit: in the event that a subscr iber wishes to purchase
more than $15,000 value of securities then he or sh e may do so provided he or she has first received
'suitability advice' from a registered investment dealer. In this case, subscribers will be asked to provide
the registered investment dealer's identity and the name of the investment dealer firm.
About Aurania
Aurania is a junior exploration mining company engage d in the identification, evaluation, acquisition and
exploration of mineral property interests, with a fo cus 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 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 info rmation that involves substantial known and unknown
risks and uncertainties, most of which are beyond the control of Aurania. Forw ard-looking statements
include estimates and statements that describe Aur ania’s future plans, objectives or goals, including
words to the effect that Aurania or its manageme nt expects a stated condition or result to occur.
Forward-looking statements may be identified by su ch terms as “believes”, “anticipates”, “expects”,
“estimates”, “may”, “could”, “would”, “will”, or “pl an”. 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 information currently available to Aurania,
Aurania provides no assurance that actual resu lts will meet management’s expectations. Risks,
uncertainties and other factors involved with forwar d-looking information could cause actual events,
results, performance, prospects and opportunities to diff er materially from those expressed or implied by
such forward-looking information. Forward looking info rmation 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, trea sury, management team and enhanced capital markets
profile, the estimation of mineral resources, explora tion and mine development plans, timing of the
commencement of operations and estimates of market c onditions. Factors that could cause actual results
to differ materially from such forward-looking in formation include, but are not limited to, failure to
identify mineral resources, failure to convert estimated mineral resources to r eserves, 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 ava ilability and costs of financing needed in the future,
changes in equity markets, inflation, changes in exchange rates, fluctuati ons in commodity prices, delays
in the development of projects, capital and operatin g costs varying significantly from estimates and the
other risks involved in the min eral 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 rev ise 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, solicitation 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 exemp tion from such registration requirements is
available.