ARU.V · 2020-09-30 12:00:00

Resources Announces C $ 10M Offering

Corporate Updates

TSX

V: ARU

NR 20

AURANIA

RESOURCES ANNOUNCES

10M

OFFERING

Not for distribution to United States newswire services or for dissemination in the United States

Toronto, Ontario,

October 1

–

Aurania Resources Ltd. (TSXV: ARU)

rankfurt

: 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”)

September 30,

2020

, it

has entered into an underwriting agreement with a syndicate of underwriters led by Cantor Fitzgerald

Canada Corporation (“CFCC”), as

lead underwriter and

sole bookrunner

, and including

Canaccord Genuity

Corp., Echelon Wealth Partners

Inc.

Eight

Capital,

Haywood Securities Inc

, and Raymond James Ltd

(collectively with CFCC, the “Underwriters”) to sell

2,330,000

Offered Units at a price to the public of

C$4.30

per Offered Unit (the “Offering Price”) for gross proceeds of

10,019,000

. Each Offere

d Unit is

comprised of one (1) common share in the capital of the Company (each, a “Common Share”) and one

half

Common Share purchase warrant (each whole warrant, a “Warrant”). Each Warrant shall entitle the holder

to purchase one Common Share at

5.50

any time on or before the date which is

months 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

349,500

Offered Units at the Offering Price. If the

Over

Allotment Option is exercised in full, the

dditional

total gross proceeds to the Company will be

approximately

1.5

million.

The Offered Units will be offered by way of a short form prospectus

in Canada in the provinces of

Ontario,

British Columbia and Alberta

and in the United States under a private placement

The Offered Units will

not be offered or sold in the United States

or to U.S. persons

except under Rule 144A or Regulation D or

in such other manner as to not require registration under the United States Securities Act of 1933, as

amended

The Offered Unit

s may also be offered in those jurisdictions outside of Canada and the United

States as agreed to by the Company and the Underwriters provided that no prospectus filing or comparable

obligation arises and the Company does not thereafter become subject to c

ontinuous disclosure obligations

in such jurisdictions.

The Offering is expected to close on or about October

, 2020 (the “Closing Date”) and will be subject to

certain conditions including, but not limited to, the receipt of all necessary approvals in

cluding the approval

of the TSX Venture

Exchange

of the listing of the Common Shares and Warrants comprising the Units.

Anticipated uses of the proceeds of the Offering are for exploration and development expenditures at the

Company’s Lost Cities

–

Cutucu Project in Ecuador, initial exploration in adjacent Peru and for working

capital and general corporate purposes. As sta

ted in its September 14, 2020 press release, the Company

has commenced drilling on the Tsenken N2 copper

silver target and plans to continue its drill program in

southeastern Ecuador throughout the coming months.

The preliminary short form prospectus is a

vailable on SEDAR at www.sedar.com. Alternatively, a written

prospectus relating to the Offering may be obtained upon request by contacting the Company or Cantor

Fitzgerald Canada Corporation in Canada, attention: Equity Capital Markets, 181 University Ave

nue, Suite

1500, Toronto, ON, M5H 3M7, email:

[email protected]

The Offered Units and securities underlying them, have not been, and will not be, registered under the

United States Securities Act of 1933,

as amended, (the “U.S. Securities Act”)

and may not be offered or

sold in the “United States” or to “U. S. person” (as such terms are defined in Regulation S under the U.S.

Securit

s Act) except pursuant to exemptions from the registration requirement of the U.S. Securities Act

and all applicable state securities laws.

This news release shall not constitute an offer to sell or the

solicitation of an offer to buy nor shall there be an

y sale of the Offered Units in any jurisdiction in which

such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities

laws of that jurisdiction. The Offered Units have not been approved or disapproved by an

y regulatory

authority, nor has any such authority passed upon by the accuracy or adequacy of the prospectus

pursuant

to which the Offering will be conducted.

About Aurania

Aurania is a

mineral

exploration company engaged in the identification, evaluatio

n, acquisition and

exploration of mineral property interests, with a focus on precious metals and copper

in South America

. Its

flagship asset, The Lost Cities

–

Cutuc

Project, is located in the Jurassic Metallogenic Belt in the eastern

foothills of the A

ndes 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

[email protected]

Dr. Richa

rd 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 Aurani

a’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”, “estimate

s”, “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, performan

ce, 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

the anticipated size of the

ffering, the anticipated

Offering Price, the entering into of the

underwriting agreement

, the anticipated

Closing Date and the completion of the Offering, the anticipated use of the net proceeds from the Offering,

the receipt of all necessary approvals, including the approval of

the TSX

Venture Exchange,

, 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

resour

ces, 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, fa

ilure 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 i

n 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 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 reasonabl

e, 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 obligat

ion 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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