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TORONTO, March 08, 2019 (GLOBE NEWSWIRE) -- Aurania Resources Ltd. (TSXV: ARU) (“Aurania” or the
“Company”) is pleased to announce that it has completed its previously announced rights offering (the "Rights
Offering"), which expired at 5:00 p.m. EST on March 6, 2019. The Rights Offering raised $5,254,666.69 in gross
proceeds.
Aurania offered rights (the "Rights") to purchase common shares of the Company (“Common
Shares”) to eligible shareholders of record, at the close of business on the record date of February 4, 2019, on the basis
of one Right for each common share of Aurania held. For every fourteen (14) Rights, the holder thereof was entitled to subscribe
for one Common Share upon payment of the subscription price of $2.70 per Common Share (the “Exercise Price”). No
fractional Common Shares were issued.
The Company issued an aggregate of 1,946,172 Common Shares at $2.70 per Common Share pursuant to the Rights
Offering (1,618,991 Common Shares pursuant to the basic subscription privilege and 327,181 Common Shares pursuant to the additional
subscription privilege). After completion of the Rights Offering, there were 34,882,738 Common Shares outstanding. Officers and
directors of Aurania acquired a total of 1,486,480 Common Shares pursuant to the Rights Offering.
As previously announced, in connection with the Rights Offering, Dr. Keith Barron agreed to provide a stand-by
commitment in the amount of $4,000,000 pursuant to a stand-by purchase agreement (the “Stand-By Commitment”). Dr.
Barron was issued an aggregate of 1,481,480 Common Shares in connection with the Rights Offering and pursuant to the Stand-By
Commitment.
Aurania intends to use the net proceeds of the Rights Offering to fund exploration expenses, including scout
drilling, concessions fees to maintain the Lost Cities – Cutucu Project in Ecuador in good standing, and for general and
administrative expenses.
Update on Scout Drilling at Crunchy Hill
Aurania reports that the scout drilling program at the Company’s Crunchy Hill epithermal gold-silver target in southeastern Ecuador
is progressing well. The first hole is expected to be completed over the weekend and the second hole at Crunchy Hill will be
drilled on a different bearing from the same drill platform as Hole 1. Results will be released in due course after several holes
have been completed.
Related Party Transaction
The participation in the rights offering by certain “related parties” of Aurania, namely, directors and officers of Aurania,
constitutes a “related party transaction”, as such terms are defined by Multilateral Instrument 61-101 - Protection of Minority
Security Holders in Special Transactions (“MI 61-101”). The Company is relying on an 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 is also relying on the exemption from minority shareholder approval requirements under MI
61-101 as the fair market value of the participation in the Rights Offering and Stand-By Commitment by Dr. Barron does not exceed
25% of the market capitalization of the Company.
About Aurania
Aurania is a junior 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 Jurassic 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:
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 contains 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 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 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 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 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 in 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 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.
This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there
be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, including any
of the securities in the United States of America. The securities have not been and will not be registered under the United States
Securities Act of 1933, as amended (the “1933 Act”) or any state securities laws and may not be offered or sold within the United
States or to, or for account or benefit of, U.S. Persons (as defined in Regulation S under the 1933 Act) unless registered under
the 1933 Act and applicable state securities laws, or an exemption from such registration requirements is
available.
