ARU.V · 2019-08-27 12:00:00

Loses Oversubscribed Private Placement and Raises $4. 4 6

Financings

TSX

V: ARU

NR 201

AURANIA

LOSES OVERSUBSCRIBED PRIVATE PLACEMENT AND RAISES $4.

Toronto, Ontario,

September

201

–

Aurania Resources Ltd. (TSXV: ARU) (OTCQB: AUIAF)

(Frankfurt: 20Q) (“Aurania” or the “Company”)

is pleased to

announce

has closed an oversubscribed

non

brokered

private placement for

total

gross proceeds of

$4,460,062

urther to

the Company’s

news releases dated Ju

ly 18

August

and

August 27

, 201

Aurania

announces

that it

has completed the second and final tranche

(the “Second Tranche”)

of its non

brokered offering

units of the Company

(“Units”)

at a price of C$2.

0 per Unit

Each Unit

consists of one common share of

the Company (“Common Share”) and one

half Common Share purchase warrant (“Warrant”). Each whole

Warrant entitles the holder to purchase one Common Share at an exercise price of C$

.00 for a period of

18 months following clo

sing of the Offering.

The Co

mpany

issued an aggregate of

030,862

Units in the first tranche of the Offering

(the “

First

Tranche

”) on August 27, 2019

for gross proceeds of C$

2,783,327

and an additional

621,013

Units were

issued in the

Second Tranche

or gross proceeds of C$

1,676,735

Together the

First Tranche

and the Second

Tranche comprise the faregate offering of

1,651,875

Units.

Aurania’s Chairman and

CEO

, Dr. Keith Barron

commented

“We are extremely encouraged by the positive

response by existing and new shareholders

participating in

this private placement.

e look forward to

adding value

through our

targeted exploration

programs in Ecuador

over the

coming

months

”

The gross procee

ds raised from the sale of the Units will be used by the Company

to advance exploration

in the Lost Cities

–

Cutucu Project in southeastern Ecuador and environs, including the analysis of large

data sets, initial drilling of gold targets, advancement of co

pper targets, and for general working capital

purposes.

In connection with the

Second Tranche

the Company paid to certain eligible finders a cash commission of

27,756.27

and

issued

10,280

compensation warrants (“

ompensation

arrants

”)

. Each

ompensati

arrant is exercisable into one Common Share at C$

.00 per Common Share for

months following the

closing of the Offering.

Related Party Transaction

In connection with the

Second

Tranche, Dr. Keith Barron, Chairman and CEO of the Company, acquired

239,520 Units through a corporate entity over which he has direction and control. Dr. Barron’s participation

in the

Second

Tranche constitutes a "related party transaction" under the Mult

ilateral Instrument 61

101

–

Protection of Minority Security Holders in Special Transactions

("MI 61

101"). The Company relies on the

exemption from the formal valuation requirements of MI 61

101 available on the basis of the securities of

the Company not

being listed on specified markets, including the Toronto Stock Exchange, the New York

Stock Exchange, the American Stock Exchange, the NASDAQ or certain overseas stock exchanges. The

Company also relies on the exemption from minority shareholder approval r

equirements under MI 61

101

on the basis that the fair market value of the anticipated participation in the

Second

Tranche by Dr. Barron

does not exceed 25% of the market capitalization of the Company.

The Units and underlying securities are subject to a

customary four month and a day hold period. The Units

and underlying securities have not been and will not be registered under the United States Securities Act of

1933, as amended, (the “U.S. Securities Act”) or applicable state securities laws and may not

be offered or

sold in the United States or to U.S. Persons (as defined in the U.S. Securities Act) without registration, or

exemption from registration, under such laws.

Appointment of

a Market Maker

The Company is also

pleased to announce the appoin

tment of

Independent Trading Group ("

ITG

") to

provide market making services

in accordance with

the policies of the

TSX Venture Exchange.

Under the market making

services

agreement (the “

Agreement

”),

ITG

will trade the securities of

the

Company

on the TSX

Venture Exchange

, or such other principle exchange on which the securities of the

Company are listed, for the purpose of maintaining an orderly market.

In consideration of the services provided by ITG, the Company will pay ITG a monthly cash

fee of

$5,000

for a minimum term of three months, and renewable thereafter.

Aurania

and ITG

are unrelated and

unaffiliated entities. ITG will not receive shares or options as compensation. The

capital used for market

making will be provided by ITG.

About

ITG

Independent

Trading Group (ITG) is Canada’s only brokerage firm dedicated exclusively to professional

trading. As Canada’s foremost market making firm, Independent Trading Group provides liquidity services

to issuers, focused on results and founded on

integrity. Independent Trading Group is a member of the

Investment Industry Regulatory Organization of Canada (IIROC), Canadian Investor Protection Fund

(CIPF), Toronto Stock Exchange and the Canadian Securities Exchange.

About Aurania

Aurania is a junio

mineral

exploration 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 Jurassi

c 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

–

Investor Services

Aurania Resources Ltd.

(416) 367

3200

[email protected]

Dr. Richard Spencer

President

Aurania Resources Ltd.

(416) 367

3200

[email protected]

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

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 information curren

tly 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, 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 estima

tes 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

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 approva

ls, 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 c

ommodity 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.

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