Aurion Resources Ltd. (TSX-V: AU) announces that it has completed its previously announced fully marketed private placement, and its non-brokered private placement for an aggregate of 12,151,730 common shares of the Company at a price of C$0.55 per Common Share for gross proceeds of approximately C$6,683,452.

Brokered Offering

Under the Brokered Offering, the Company issued an aggregate of 10,909,090 Common Shares at a price of C$0.55 per Common Share for aggregate gross proceeds of approximately C$6,000,000, which includes the full exercise of the agent’s option.

The Brokered Offering was led by Red Cloud Securities Inc. as lead agent and sole bookrunner, on behalf of a syndicate of agents including Cormark Securities Inc., Haywood Securities Inc., PI Financial Corp., and Canaccord Genuity Group Inc. In consideration for their services, the Agents received, in aggregate, a cash commission of approximately C$349,438. Additionally, the Agents received, in aggregate, 635,342 non-transferable broker warrants, with each such Broker Warrant exercisable for one whole Common Share at a price per Common Share equal to the Issue Price for a period of 24 months after the closing of the Brokered Offering.

A director of the Company participated in and subscribed for 91,000 Common Shares under the Brokered Offering. As a result, the Brokered Offering constituted a “related party transaction” within the meaning of Policy 5.9 of the TSX Venture Exchange and Multilateral Instrument 61- 101 – Protection of Minority Security Holders in Special Transactions. The Company relied on the exemptions under sections 5.5(a), 5.5(b) and 5.7(1)(a) of MI 61-101 in respect of the formal valuation and minority shareholder approval requirements in respect of the Related Party’s participation in the Brokered Offering under MI 61-101, as (i) the Company is not listed or quoted on any of the stock exchanges or markets listed in subsection 5.5(b) of MI 61-101, and (ii) as at the closing of the Brokered Offering, neither the fair market value of the Common Shares issued in connection with the Brokered Offering, nor the fair market value of the consideration received by the Company therefor, insofar as it involved the Related Party, exceeded 25% of the Company’s market capitalization. The Company did not file a material change report more than 21 days before the closing of the Brokered Offering, which the Company deemed reasonable in the circumstances as details of the Related Party’s participation in the Brokered Offering had not been settled and the Company wished to complete the Offering in an expeditious manner.

Non-Brokered Offering

Under the Non-Brokered Offering, the Company issued an aggregate of 1,242,640 Common Shares at a price of C$0.55 per Common Share for aggregate gross proceeds of C$683,452. The Non-Brokered Offering was fully subscribed for by Kinross Gold Corporation. Kinross exercised its pro rata right granted pursuant to a prior financing to maintain its previous approximately 9.98% interest in the issued and outstanding shares of the Company.

The Company plans to use the net proceeds of the Offering for the exploration and advancement of the Company’s projects in Finland, which includes its Risti, Launi and other projects on its 100% owned land and its joint venture properties with B2Gold Corp. and Kinross, as well as for general working capital purposes.

All securities issued in connection with the Offering are subject to a hold period expiring on August 13, 2023. The Offering remains subject to final acceptance of the TSX Venture Exchange.

The securities offered have not been, and will not be, registered under the U.S. Securities Act of 1933 (the “U.S. Securities Act“) or any U.S. state securities laws, and may not be offered or sold in the United States absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About Aurion Resources Ltd.

Aurion Resources Ltd. is a well-funded, Canadian exploration company listed on the TSX Venture Exchange and the OTCQX Best Market. Aurion’s strategy is to generate or acquire early-stage precious metals exploration opportunities and advance them through direct exploration by our experienced team or by business partnerships and joint venture arrangements. Aurion’s current focus is exploring on its Risti and Launi projects, as well as advancing its joint venture properties with B2Gold Corp. and Kinross in Finland.