Aurania announces amended terms for private placement and debt settlement

Under the amended terms, the Company intends to issue up to 8,888,888 units (the "Units") at a price of C$0.45 per Unit (the “Issue Price”), for gross proceeds of up to C$4,000,000 (the "Offering"). Each Unit will consist of one common share of the Company (a "Common Share") and one Common Share purchase warrant (a "Warrant"). Each Warrant will entitle the holder to purchase one Common Share (a “Warrant Share”) at an exercise price of C$0.75 for a period of 24 months following the closing of the Offering.

The Company retains the option to increase the size of the Offering by up to 25%, allowing for the issuance of an additional 2,222,222 Units to raise up to an extra C$1,000,000.

Use of Proceeds

The Company intends to use the net proceeds raised from the Offering for exploration in France including impact studies, exploration programs at key targets in Ecuador, and for general working capital purposes.

Finders

In connection with the Offering, the Company may pay finders’ fees to certain eligible finders of up to 7% in cash of the gross proceeds raised in the Offering from subscribers introduced to the Company by such finders and up to 7% in finders warrants (the “Finder Warrants”) of the aggregate number of Units placed by such finders, subject to the approval of the TSXV. Each Finder Warrant will entitle the holder thereof to purchase one (1) Unit at the Issue Price and will be exercisable for a period of 24 months from the closing of the Offering. Each Finder Warrant will be comprised of one Common Share and one Warrant.

Subscription Procedure

Existing shareholders and other investors interested in subscribing to the Offering should register their interest via email to carolyn.muir@aurania.com.

Closing and Hold Period

Closing of the Offering is anticipated to be completed on or about December 10, 2024, or such other date or dates that the Company may determine and may close in tranches. Closing is subject to the receipt of all necessary regulatory approvals including (but not limited to) the receipt of approval from the TSXV of the listing of the Common Shares and the Warrant Shares issuable upon the exercise of the Warrants. The Warrants are not eligible to be listed, and therefore will not be tradeable on the TSXV. The securities issued pursuant to the Offering shall be subject to a four-month plus one day hold period commencing on the day of the closing of the Offering, as applicable, under applicable Canadian securities laws. The Offering is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory and other approvals including the approval of the TSXV.

Agreement for Payment of Mineral Properties in Ecuador

The Company is pleased to announce that it has reached an agreement with the corresponding Ecuadorian authorities regarding the payment of its annual concession fees for its 42 mineral exploration concessions in Ecuador for the year 2024. This agreement ensures the Company’s properties remain in good standing, enabling continued focus on exploration efforts. As part of the agreement, the Company has made a partial payment, with the balance to be paid within the following six months, including interest on the outstanding amount.

Debt Settlement

As previously announced on November 13, 2024, Aurania’s board of directors has approved a debt settlement arrangement with Dr. Keith Barron, the CEO and a director of the Company, whereby Dr. Barron will convert C$1,652,168.75 of the loans owed to him by the Company, plus accrued interest totaling C$1,740,616.36 (the “Debt”), into Common Shares (the “Debt Settlement”). The pricing of the Debt Settlement has been revised such that each common share being issued to settle the debt shall be issued at a price of $0.45 per share. This will result in the issuance of up to 3,868,036 Common Shares to settle the debt. The Debt relates to promissory notes of the Company in respect of loans by Dr. Barron for the purpose of providing cash resources to the Company. The Company has elected to settle the indebtedness through the issuance of Common Shares to preserve cash and strengthen the Company’s balance sheet. There are no warrants associated with the Debt Settlement. Completion of the Debt Settlement is not dependent on the completion of the Offering nor is completion of the Offering dependent on the completion of the Debt Settlement.

Closing of the Debt Settlement is anticipated to be completed on or about December 10, 2024, or such other date or dates that the Company may determine and may close in tranches. The securities issued pursuant to the Debt Settlement shall be subject to a four-month plus one day hold period commencing on the day of the closing of the Debt Settlement, as applicable, under applicable Canadian securities laws. The Debt Settlement is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory and other approvals including the approval of the TSXV.

Insider Participation

Certain directors and officers of the Company are expected to acquire Units under the Offering and/or participate in the Debt Settlement. Such participation will be considered to be a “related party transaction” as defined under the policies of the TSXV and Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company anticipates relying on exemptions from the minority shareholder approval and formal valuation requirements applicable to the related-party transactions under sections 5.5(a) and 5.7(1)(a), respectively, of MI 61-101, as neither the fair market value of the Units to be acquired by the participating directors and officers or the Common Shares to be acquired by Dr. Barron under the Debt Settlement nor the consideration to be paid by such directors and officers is anticipated to exceed 25 percent of the Company’s market capitalization.

The securities described herein have not been, and will not be, registered under the United States Securities Act, or any state securities laws, and accordingly may not be offered or sold within the United States except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities requirements or pursuant to exemptions therefrom. This press release does not constitute an offer to sell or a solicitation to buy any securities in any jurisdiction.

About Aurania

Aurania is a mineral exploration company engaged in the identification, evaluation, acquisition, and exploration of mineral property interests, 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 southeastern Ecuador.

Information on Aurania and technical reports are available at www.aurania.com and www.sedarplus.ca, 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-.

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

Forward-Looking Statements

This news release contains forward-looking information as such term is defined in applicable securities laws, which relate to future events or future performance and reflect management’s current expectations and assumptions. The forward-looking information includes statements regarding the anticipated Offering and Debt Settlement, including the maximum size thereof, the expected timing to complete the Offering and Debt Settlement, the ability to complete the Offering and Debt Settlement on the terms provided herein or at all, the anticipated use of the net proceeds from the Offering, the receipt of all necessary approvals, including the approval of the TSXV of the listing of the Common Shares and the Warrant Shares (and the timing thereof), 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, timing of the commencement of operations, and estimates of market conditions. Such forward-looking statements reflect management’s current beliefs and are based on assumptions made by and information currently available to Aurania, including the assumption that, there will be no material adverse change in metal prices, all necessary consents, licenses, permits and approvals will be obtained, including various local government licenses and the market. Investors are cautioned that these forward-looking statements are neither promises nor guarantees and are subject to risks and uncertainties that may cause future results to differ materially from those expected. Risk factors that could cause actual results to differ materially from the results expressed or implied by the forward-looking information include, among other things, a failure to obtain or delays in obtaining the required regulatory licenses, permits, approvals and consents, an inability to access financing as needed, a general economic downturn, a volatile stock price, labour strikes, political unrest, changes in the mining regulatory regime governing Aurania, a failure to comply with environmental regulations and a weakening of market and industry reliance on precious metals and copper. Aurania cautions the reader that the above list of risk factors is not exhaustive.