Aurania Resources closes $771,776 private placement

Executive Summary

• Aurania Resources Ltd. has closed a non-brokered private placement raising gross proceeds of $771,776.92.
• The financing involved the issuance of 6,431,466 units at $0.12 per unit, with significant participation from CEO Dr. Keith Barron, triggering related party transaction disclosures and early warning report requirements.
• Net proceeds are designated for a preliminary economic assessment of the Balangero tailings retreatment project in Italy, exploration programs, and general working capital.

Key Details

• Gross Proceeds: $771,776.92
• Units Issued: 6,431,466 units
• Price Per Unit: $0.12
• Unit Composition: Each unit consists of one common share and one common share purchase warrant.
• Warrant Terms (Investors): Each warrant allows the purchase of one common share at an exercise price of $0.25 for a period of 24 months following the closing date.
• Finders' Fees:
  • Cash: $2,805.60
  • Compensation Warrants: 23,380 warrants
  • Compensation Warrant Terms: Each entitles the holder to acquire one unit at $0.12 per unit for 24 months. Each unit comprises one common share and one warrant exercisable at $0.25 per share for 24 months.
• Use of Proceeds:
  • Preliminary economic assessment of the Balangero tailings retreatment project in Italy by SRK.
  • Exploration programs at mineral properties.
  • General working capital.
• Regulatory Status: Closing is subject to final approval of the TSX Venture Exchange. Securities are subject to a four-month-plus-one-day hold period.
• Related Party Transaction (CEO Dr. Keith Barron):
  • Acquired 4,166,666 units under the offering.
  • Relied on exemptions from minority shareholder approval and formal valuation requirements under MI 61-101 as the acquisition value does not exceed 25% of market capitalization.
  • Pre-Acquisition Ownership: 55,414,301 shares, 2,442,992 options, and 20,140,801 warrants (44.04% non-diluted, 52.56% partially diluted).
  • Post-Acquisition Ownership: 59,580,967 common shares, representing approximately 45.05% of issued and outstanding common shares on a non-diluted basis and approximately 54.29% on a partially diluted basis.
  • This represents a greater than 2-per-cent change in ownership percentage on a partially diluted basis since the prior early warning report dated April 17, 2025.
  • An early warning report was filed pursuant to NI 62-104 and NI 62-103.