Aurania Resources Announces Size and Price of Previously Announced Overnight Marketing Offering

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Toronto, Ontario – (Newsfile Corp. – October 5, 2021) – Aurania Resources Ltd. (TSXV: ARU) (FSE: 20Q) (“Aurania” or the “Company”) announces that, following its previously announced overnight takeover bid (the “Offer“) shares of the Company (the”Free units“), it entered into an underwriting agreement with a syndicate of underwriters led by Cantor Fitzgerald Canada Corporation (“CFCC“), as the sole bookrunner, and including Canaccord Genuity Corp. and Echelon Wealth Partners (collectively with CFCC, the”Subscribers“) to sell 3,335,000 Offered Units at a price of $ 1.80 per Offered Unit (the”Offer price“) for gross proceeds of $ 6,003,000. Each unit offered consists of one common share in the capital of the Company (each, a”Ordinary share“) and one common share purchase warrant (each, a”To guaranteeEach warrant entitles its holder to purchase one common share at a price of $ 2.20 at any time on or before the date falling five years after the closing date.

The Company has granted the Underwriters an option (the “Over-allotment option“), which may be exercised in whole or in part, at the sole discretion of the Underwriters, for a period of 30 days from the closing of the Offering, inclusive, to purchase up to 500,250 additional Offered Units at the price of Offer – The grant option is fully exercised, the total gross proceeds to the Company will be approximately $ 6,903,450.

The Company will pay the Underwriters a cash commission equal to 6.0% of the gross proceeds of the Offering, including the proceeds received from the exercise of the Over-Allotment Option, in addition to the Broker Warrants to purchase. up to 6.0% of the number of securities offered Units, including offered units resulting from the exercise of the over-allotment option sold in connection with the offering (the “”Broker mandates“), upon closing of the Offering. Each Dealer Warrant will allow the Underwriters to purchase one Offered Unit at the issue price at any time on or before the date which is five years after the closing date.

Simultaneous private placement

The Company will also proceed with a simultaneous private placement financing (the “Private placement“) units for gross proceeds of up to $ 2,000,000 under the same conditions as the Offer. The private placement replaces the unmediated private placement of units previously announced on September 13, 2021. A commission of 2% will be paid to the underwriters in connection with the private placement. An intermediation fee of up to 7% may also be paid to certain eligible discoverers for funds which have been engaged in the private placement without intermediary announced previously and which are now engaged in the private placement. The securities issued under the private placement will be subject to a four month hold period plus one day commencing on the closing day of the private placement under applicable Canadian securities laws.

Early closure

The Offer and the Private Placement are expected to close on or around October 20, 2021 (the “Closing Date“) and will be subject to certain conditions, including, but not limited to, receipt of all necessary approvals, including the approval of the TSX Venture Exchange to list the Common Shares and Warrants (including common shares and warrants comprising the units, common shares issuable upon exercise of warrants, and warrants and common shares issuable pursuant to exercise of warrants. broker subscription).

Product use

The intended use of the proceeds of the placement and the private placement will be used for exploration expenses at the Company’s Lost Cities – Cutucu project in Ecuador and for working capital and general corporate purposes.

Availability of the simplified prospectus and restrictions in the United States

The amended and restated preliminary short form prospectus in respect of the offering is available on SEDAR at www.sedar.com. Alternatively, a written prospectus relating to the offering can be obtained on request by contacting the Company or Cantor Fitzgerald Canada Corporation in Canada, attention: Equity Capital Markets, 181 University Avenue, Suite 1500, Toronto, ON, M5H 3M7, email : ecmcanada @ cantor.com.

The Offered Units and the underlying securities have not been and will not be registered under the US Securities Act and may not be offered or sold in the United States or to, or on behalf of or for the benefit of, “US persons ”(as defined in Regulation S under the US Securities Act) in the absence of registration or an applicable exemption from registration requirements. This press release does not constitute an offer to sell or the solicitation of an offer to buy and there will be no sale of the Offered Units in any jurisdiction in which such an offer, solicitation or sale would be illegal prior to the registration or qualification under securities. laws of that jurisdiction.

About Aurania

Aurania is a mineral exploration company engaged in the identification, evaluation, acquisition and exploration of mineral properties, with a focus on precious metals and copper in South America. 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 southeast Ecuador.

Aurania information 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 more information, please contact:

Carolyn Muir
VP Investor Relations
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 press release may contain forward-looking information that involves substantial known and unknown risks and uncertainties, most of which are beyond Aurania’s control. Forward-looking statements include estimates and statements that describe Aurania’s future plans, objectives or goals, including words indicating that Aurania or its management expects a condition or reported result to occur. Forward-looking statements may be identified by words such as “believes”, “anticipates”, “expects”, “estimates”, “could”, “could”, “could”, “will” or “will”. Because forward-looking statements are based on assumptions and deal with 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. The risks, uncertainties and other factors involved in 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 contained in this press release includes, without limitation, Aurania’s objectives, goals or future plans, statements, exploration results, potential mineralization, the company’s portfolio, the treasury, management team and improved capital markets profile, mineral resource estimate, exploration, timing of commencement of operations, estimates of market conditions and timing and completion of the placement and private placement. Factors that could cause actual results to differ materially from this forward-looking information include, without limitation, the inability to complete the offering and / or the private placement, inability to identify mineral resources, ” inability to convert estimated mineral resources into reserves, inability to complete a feasibility study that recommends a production decision, preliminary nature of metallurgical test results, delays in obtaining or failure to obtain approvals governmental, regulatory, environmental or other risks, political risks, the inability to fulfill the obligation to accommodate indigenous peoples, uncertainties relating to the availability and costs of necessary financing in the future, fluctuations in the stock markets, inflation, changes in exchange rates, fluctuations in commodity prices, delays in the development of projects ets, with investment and operating costs varying widely from estimates and other risks associated with the mining exploration and development industry, the effects of COVID-19 on the Company’s business, including, but not limited to limited thereto, the effects of COVID-19 on commodity prices, capital market conditions, restrictions on labor and international travel and supply chains, and the stated risks 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 press release are reasonable, you should not place undue reliance on such information, which only applies as of the date of this press release. press release, and no assurance can be given that such events will occur within the disclosed timeframe or not 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, except as required by law.

Do not distribute to news agencies in the United States or broadcast in the United States

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/98638



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