Aurania Resources Ltd. (TSX-V: ARU) (OTCQB: AUIAF) (FSE: 20Q) announces that further to its news release dated May 11, 2026 it has closed the first tranche of its previously announced non-brokered private placement financing of up to 8,333,333 units of the Company at a price of C$0.18 per Unit for aggregate gross proceeds to the Company of up to approximately C$1,500,000. An aggregate of 3,768,132 Units was sold under the First Tranche for total gross proceeds of C$678,263.76.
Each Unit is composed of one common share of the Company and one Common Share purchase warrant. Each Warrant entitles the holder to purchase one Common Share at an exercise price of C$0.35 for a period of 24 months following the closing of the First Tranche.
The Company intends to use the net proceeds from the Offering primarily for exploration at the Thor’s Valley epithermal gold project in Iceland, the Balangero nickel-cobalt tailings retreatment project in Italy, and for general working capital purposes.
In connection with closing of the First Tranche, the Company paid aggregate finder’s fees consisting of (i) C$3,792.60 and (ii) 21,070 non-transferable compensation warrants to eligible finders. Each Compensation Warrant entitles the holder to acquire one Unit at a price of C$0.18 per Compensation Unit for a period of 24 months from the date of issuance. Each Compensation Unit issuable upon exercise of a Compensation Warrant is comprised of one Common Share and one non-transferable Warrant. Each such Warrant entitles the holder to acquire one Warrant Share at a price of C$0.35 per Warrant Share for a period of 24 months from the date of issuance of the Compensation Warrant.
The closing of the First Tranche is subject to the receipt of all necessary regulatory approvals, including the final approval of the TSX Venture Exchange. All securities issued and issuable pursuant to the First Tranche of the Offering are subject to a four-month plus one day hold period commencing on the date of issuance. The Company has the right to increase the size of the Offering by up to 25% and closing of the remaining tranche(s) of the Offering is anticipated to be completed on or around June 12, 2026.
Related Party Transaction
Dr. Keith Barron, CEO and a director of the Company, acquired 1,666,666 Units under the Offering. The Acquisition constitutes 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. The Company is 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 the fair market value of the Acquisition does not exceed 25 percent of the Company’s market capitalization.
The Acquisition was completed for investment purposes. Depending on market and other conditions, Dr. Barron may from time to time in the future increase or decrease his ownership, control, or direction over securities of the Company, through market transactions, private agreements, or otherwise.
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 critical energy in Europe and abroad.
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-.
For further information, please contact:
| Carolyn Muir VP Corporate Development & Investor Relations Aurania Resources Ltd. (416) 367-3200 carolyn.muir@aurania.com |
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