Aurania Resources Ltd. Announces Shareholder Meeting FOR Approval of Ecuasolidus S.a. Acquisition
AURANIA RESOURCES LTD. ANNOUNCES SHAREHOLDER MEETING FOR APPROVAL
OF ECUASOLIDUS S.A. ACQUISITION
Toronto, Ontario ( May 4, 2017) – Aurania Resources Ltd. (TSXV: ARU) (“Aurania” or the
“Corporation”) announces that the annual and special meeting (the “Meeting”) of the shareholders of the
Corporation will be held at the Albany Club, Sir John A. Macdonald Room, 91 King Street East, Toronto,
Ontario, M5C 1G3 on May 26, 2017 at 4:00 p.m. (Toronto time).
Business of Meeting and Information Circular
At the Meeting, shareholders will be requested to approve the appointment of auditors, election of directors,
confirmation of the Corporation’s stock option plan, acquisition of EcuaSolidus S.A. (“ESA”), completion
of a debt settlement and adoption of a restricted share unit plan (the “RSU Plan”). Details of these matters
are disclosed in the information circular for the Meeting which is dated April 25, 2017 and posted under
the Corporation’s profile on www.sedar.com (the “Circular”).
Update on the Acquisition of EcuaSolidus S.A.
On March 2, 2017, the Corporation announced the acquisition of ESA subject to regulatory and shareholder
approval. On April 20, 2017, the Corporation announced the completion of a $6.4 million oversubscribed
brokered and non-brokered offering of Subscription Receipts for the acquisition of ESA, and for property
exploration, loan repayments and working capital.
ESA is the holder of the Lost Cities – Cutucu Project comprising 42 mineral exploration licences covering
207,764 hectares (approx. 2,080 square kilometres) over the core of the Cordillera de Cutucu, a mountain
range in the foothills of the Andes, in Ecuador.
Technical Report
In support of the technical disclosure in the Circular, a technical report has been prepared for the Lost Cities
– Cutucu Project in accordance with National Instrument 43 -101 – Standards of Disclosure for Mineral
Projects entitled, “Technical Report on the Lost Cities – Cutucu Exploration Project, Province of Morona-
Santiago, Ecuador” (the “ Technical Report”). The Technical Report was prepared by Karl John Roa,
EurGeol, an independent consultant and a “Qualified Person” under National Instrument 43-101, and dated
April 23, 2017. The Technical Report has been posted under the Corporation’s profile on www.sedar.com.
Description of the RSU Plan
As of the date of this press release, there are no RSUs outstanding under the RSU Plan. The purpose of
the RSU Plan is to (i) encourage the attraction and retention of officers, directors, employees, consultants
and other persons to serve the Corporation and its subsidiaries; and (ii) encourage such persons to improve
the business results and earnings of the Corporation, by providing to such persons an opportunity to
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acquire or increase a direct interest in the operations and future success of the Corporation. To this end,
the RSU Plan provides for the grant of restricted stock units (“RSU”) which shall represent one common
share of the Corporation. Any of these awards of RSUs may, but need not, be made as performance
incentives to reward attainment of annual or long-term performance goals.
The maximum number of common s hares available for issuance under the RSU Plan shall be 2,275,973.
The number of common shares issued or to be issued under the R SU Plan and all other security based
compensation arrangements, at any time, shall not exceed 20% of the total number of the issued and
outstanding common shares of the Corporation. The total number of common shares issuable to insiders
under the RSU Plan, at any time, together with any other security-based compensation arrangements of the
Corporation, shall not exceed ten percent of the issued and outstanding common shares of the Corporation.
The total number of common shares issuable to insiders within any one -year period under the RSU Plan
shall not exceed ten percent of the issued and outstanding common shares of the Corporation. The total
number of common shares issuable to any person within any one-year period under the RSU Plan shall not
exceed one percent of the issued and outstanding common shares of the Corporation. The total number of
common shares issuable to all persons within any one-year period under the RSU Plan shall not exceed two
percent of the issued and outstanding common shares of the Corporation . Neither awards nor any rights
under any such awards shall be assignable or transferable.
If any common shares covered by an award are forfeited, or if an award terminates without delivery of any
common shares subject thereto, then the number of common shares counted against the aggregate number
of common shares available under the RSU Plan with respect to such award shall, to the extent of any such
forfeiture or termination, again be available for making awards under the RSU Plan. The RSU Plan s hall
terminate automatically after ten years and may be terminated on any earlier date or extended by the Board.
The board of directors of the Corporation (the “Board”) may at any time, in its sole discretion and without
the approval of shareholders, amend, suspend, terminate or discontinue the RSU Plan and may amend the
terms and conditions of any awards thereunder, subject to (a) any required approval of any applicable
regulatory authority or the Exchange, and (b) approval of shareholders of the Corporation, provided that
shareholder approval shall not be required for the following amendments and the Board may make changes
which may include but are not limited to: (i) amendments of a 'housekeeping nature'; (ii) changes to vesting
provisions; (iii) changes to the term of the RSU Plan or awards made under the RSU Plan; or (iv) changes
to performance criteria term. The Board may amend, modify, or supplement the terms of any outstanding
award.
The RSU Plan requires disinterested shareholder approval. At the Meeting, shareholders will be asked to
approve an ordinary resolution to adopt the RSU Plan. The votes attaching to shares beneficially owned by
(i) insiders to who options may be granted under the RSU Plan; and (ii) associates of persons referred to in
(i) will be excluded from voting on the approval of the RSU Plan.
Further details regarding the RSU Plan are disclosed in the Circular.
About Aurania
Aurania Resources Ltd. (TSXV: ARU) is a junior exploration mining company engaged in the
identification, evaluation, acquisition and exploration of mineral property interests, with a focus on precious
metals.
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For further information, please contact:
Keith Barron
President and CEO
Aurania Resources Ltd.
416 367-3200
Donna McLean
CFO
Aurania Resources Ltd.
416 417-8349
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 inform ation 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”. 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 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, exploration results, potential mineralization, the corporation’s portfolio, treasury, management team
and enhanced capital markets profile, the timing of the closing 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 Transaction with ESA on the terms as p roposed 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 t he 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 Au rania 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 a ssurance 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.