Aurania arranges $1.5-million private placement

Executive Summary

• Aurania Resources Ltd. announced a non-brokered private placement of up to 12.5 million units at $0.12 per unit, raising up to $1.5 million in gross proceeds.
• The company retains the right to increase the offering size by up to 25%, potentially raising an additional $375,000.
• Proceeds are designated for a preliminary economic assessment of the Balangero tailings retreatment project in Italy, exploration programs, and general working capital.

Key Details

• Offering Size and Price: Up to 12,500,000 units at $0.12 per unit for gross proceeds of up to $1.5 million.
• Over-Allotment: Right to increase offering by up to 25% (3,125,000 additional units) for up to $375,000 in additional gross proceeds.
• Unit Composition: Each unit consists of one common share and one common share purchase warrant.
• Warrant Terms: Each warrant allows the purchase of one common share at an exercise price of $0.25 per share for a period of 24 months following closing.
• Use of Proceeds: Primarily for the preliminary economic assessment by SRK on the Balangero tailings retreatment project in Italy, exploration programs at mineral properties, and general working capital.
• Finder’s Fees: Up to 7% in cash and up to 7% in finders' warrants of the gross proceeds raised from subscribers introduced by finders, subject to TSX-V approval.
• Finder’s Warrant Terms: Each finder's warrant entitles the holder to purchase one additional unit at the issue price, exercisable for 24 months from closing. Each finder's warrant is composed of one common share and one warrant.
• Closing Date: Anticipated on or about December 16, 2025, or such other dates as determined, potentially closing in tranches.
• Regulatory Conditions: Subject to receipt of necessary regulatory approvals, including TSX-V approval for listing common shares and warrant shares.
• Hold Period: Securities subject to a four-month-plus-one-day hold period under Canadian securities laws.
• Warrant Listing: Warrants are not eligible for listing and will not be tradable on the TSX-V.
• Insider Participation: Directors and officers are expected to participate, constituting a related-party transaction. The company intends to rely on exemptions from minority shareholder approval and formal valuation requirements under MI 61-101, as the value is not anticipated to exceed 25% of market capitalization.