Aurania Announces Closing of Private Placement

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Toronto, Ontario--(Newsfile Corp. - May 31, 2024) - Aurania Resources Ltd. (TSXV: ARU) (OTCQB: AUIAF) (FSE: 20Q) ("Aurania" or the "Company") announces it has closed the third and final tranche ("Third Tranche") of its non-brokered private placement of up to 20,000,000 units ("Units") for aggregate gross proceeds of up to C$4,000,000 (the "Offering"). An aggregate of 18,716,112 Units have been sold under the Offering for total gross proceeds of C$3,743,222.40.

An aggregate of 3,622,000 Units were sold under the Third Tranche at a price of C$0.20 per Unit (the "Issue Price"), for Third Tranche gross proceeds of C$724,400.00. No fees were paid to finders in connection with the closing of the Third Tranche.

Each Unit is composed of one common share in the capital of the Company (a "Common Share") and one Common Share purchase warrant (a "Warrant"). Each Warrant entitles the holder to purchase one Common Share (a "Warrant Share") at an exercise price of C$0.45 per Warrant Share at any time until the date which is twenty-four (24) months from closing date of the applicable tranche of the Offering.

The Offering and the closing of the previous tranches were announced on April 17, 2024, May 9, 2024, and May 23, 2024.

The Offering is subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the approval of the TSXV and the securities regulatory authorities. All securities issued and issuable in connection with the Offering are subject to a hold period of four months plus one day from the date of issuance.

The Company intends to use the net proceeds raised from the Offering for exploration and target refinement at the Kuri-Yawi target area in Ecuador, and for general working capital purposes.

Related Party Transaction and Early Warning Report

Thomas David Ullrich, a director of the Company, acquired 100,000 Units under the Offering, which constitutes a "related party transaction" as defined under the policies of the TSXV and Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company is relying on exemptions from the minority shareholder approval and formal valuation requirements applicable to the related party transactions under sections 5.5(a) and 5.7(1)(a), respectively, of MI 61-101, as the fair market value of Mr. Ullrich's participation in the Offering does not exceed 25 percent of the Company's market capitalization.