Aurania Closes Private Placement Financing

Executive Summary

• Aurania Resources closed a non‑brokered private placement for gross proceeds of C$771,776.92 by issuing 6,431,466 units at C$0.12 per unit.
• Each unit consists of one common share and one common‑share purchase warrant (exercise price C$0.25, exercisable for 24 months).
• Net proceeds will fund a preliminary economic assessment of the Balangero tailings retreatment project in Italy, exploration programs at Aurania’s mineral properties, and general working capital.

Key Details

• Offering Size & Price: 6,431,466 units sold at C$0.12 per unit → gross proceeds C$771,776.92.
• Unit Composition: 1 common share + 1 warrant (right to purchase one additional common share at C$0.25 for 24 months).
• Finder Compensation: Paid C$2,805.60 in cash and issued 23,380 compensation warrants (each allows purchase of one unit at C$0.12 for 24 months).
• Use of Proceeds:
• Preliminary economic assessment by SRK on the Balangero tailings retreatment project (Italy).
• Exploration programs across Aurania’s mineral properties.
• General working capital.
• Regulatory Conditions: Closing subject to receipt of all required approvals, including final TSX Venture Exchange approval; securities subject to a four‑month plus one‑day hold period.
• Related Party Transaction – CEO Acquisition:
• Dr. Keith Barron (CEO & director) purchased 4,166,666 units in the placement.
• Transaction qualifies as a related‑party transaction under TSXV and NI 61‑101; exemption from minority shareholder approval applied because fair market value ≤ 25 % of market cap.
• Ownership Impact: Post‑acquisition, Dr. Barron controls ~45.05 % (non‑diluted) and ~54.29 % (partially diluted) of Aurania’s common shares, representing a >2 % change on a partially diluted basis since his prior early‑warning report (April 17 2025).
• Early Warning Reporting: An early‑warning filing will be made to satisfy NI 62‑104/NI 62‑103 requirements.
• Securities Registration: Units and warrants are not registered under U.S. securities laws; they may only be offered/sold in the U.S. pursuant to applicable exemptions.

Notable Quotes

(No direct quotes were included in the release.)