Aurania Announces Loan Agreement

Rhea-AI Summary

Aurania Resources has secured a US$2,094,500 loan from its Chairman, President and CEO, Dr. Keith Barron. The loan is unsecured with a 2% annual interest rate and will mature after 12 months and one day from the agreement date.

The loan proceeds will fund the company's remaining 2024 mineral concession fees in Ecuador, due by May 1, 2025. As Dr. Barron is a related party, the transaction falls under MI 61-101 regulations, but qualifies for exemption from formal valuation and minority shareholder approval requirements.

Aurania is currently processing the 2024 fees payment and negotiating with Ecuadorian authorities regarding 2025 concession fees. The company maintains its property standing while finalizing agreements. Additionally, Aurania plans to close its final tranche of non-brokered private placement financing around May 5, 2025.

Positive

• CEO provides $2.09M loan to cover critical mineral concession fees
• Low interest rate of 2% per annum on the loan
• Company maintains property rights in Ecuador while negotiating 2025 fees

Negative

• Company unable to pay 2024 mineral concession fees without CEO loan
• Delayed payment of 2024 concession fees requiring special arrangements
• Uncertainty around 2025 concession fee payment agreement
• Delay in closing private placement financing due to loan announcement

Toronto, Ontario--(Newsfile Corp. - April 30, 2025) - Aurania Resources Ltd. (TSXV: ARU) (OTCQB: AUIAF) (FSE: 20Q) ("Aurania" or the "Company") announces that its Chairman, President and Chief Executive Officer, Dr. Keith Barron (the "Lender") has agreed to provide a loan of up to US$2,094,500 to the Company to be advanced from time to time in principal amounts as agreed by the parties (the "Loan").

The Loan is unsecured, bears interest at 2% per annum and matures upon notice of from the Lender at any time following twelve months and one day from the date hereof. The proceeds of the Loan will be used to fund the Company's remaining 2024 mineral concession fees in Ecuador, which are due by May 1, 2025.

Dr. Keith Barron is a related party of the Company by virtue of the fact that he is the Chairman, the President and Chief Executive Officer, a promoter and a principal shareholder of the Company, and as a result, each advance and repayment under the Loan constitutes a "Related Party Transaction" for the purposes of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company is relying upon an exemption from the formal valuation and minority shareholder approval requirements under MI 61-101 in respect of the Related Party Transactions, in reliance on Sections 5.5(a) and 5.7(1) of MI 61-101, respectively, as the fair market value of the Related Party Transaction, collectively, does not exceed 25% of the Company's market capitalization, as determined in accordance with MI 61-101. The Company did not file a material change report related to the Loan more than 21 days before the expected closing of the Loan as required by MI 61-101, as the Company wished to organize the Loan on an expedited basis for sound business reasons.

The Loan was approved by the members of the board of directors of the Company who are independent for purposes of the related party transaction, being all directors other than Dr. Barron. No special committee was established in connection with the Loan, and no materially contrary view or abstention was expressed or made by any director of the Company in relation thereto.

Payment of the Company's remaining 2024 mineral concession fees in Ecuador is being processed within standard international banking transactions, with the timeline communicated to and acknowledged by the relevant authorities in Ecuador. Regarding payment of the 2025 concession fees, the Company is in the process of reaching an agreement with the corresponding authorities and expects to reach an agreement in similar terms as was done for the 2024 mineral concession fees. This process may take a couple of months, meanwhile the Company maintains its property in Ecuador in good standing while an agreement is being finalized.

Update on Private Placement Financing

Considering the announcement of this loan, the Company will allow the recommended time for the news to be assimilated and therefore expects to close the final tranche of its non-brokered private placement financing on or around May 5, 2025.

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 - Cutucú 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-.

For further information, please contact:

Carolyn Muir
VP Corporate Development & Investor Relations
Aurania Resources Ltd.
(416) 367-3200
carolyn.muir@aurania.com

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) 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 Aurania's objectives, goals, future plans or other statements of intent, Aurania's ongoing engagement in the identification, evaluation, acquisition and exploration of mineral property interests, any potential exploration results or potential mineralization resulting therefrom, Aurania's ongoing exploration focus on The Lost Cities - Cutucú Project, potential additional advances pursuant to the Loan, eventual repayment of the Loan or any part thereof by Aurania, the use by Aurania of funds received pursuant to the Loan, the expectation that upon receipt of the concession fees, the Company's Ecuadorian concessions will continue to be in good standing and that the Company expects to successfully reach an agreement regarding the current year fees. 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, that the Lender will be able to advance additional funds up to US$2,094,500 pursuant to the Loan, that the Company will be able to successfully negotiate with the applicable Ecuadorian authorities, that the Company's concessions will remain in good standing notwithstanding that the 2024 concession fees may be received after the May 1, 2025 deadline and the 2025 concession fees are subject to negotiations with applicable Ecuadorian authorities and that such negotiations will be successful. 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, the payment of the 2024 concessions fees may not be received by the May 1, 2025 deadline or that the Company may not be able to negotiate with the Ecuadorian authorities for the payment for the 2025 concession fees, in which case, immediate payment of the 2025 concession fees may be required and the Company may require equity or debt financing to fund such concession fees, and such financing may not be available on terms favourable to the Company, or at all; the state of the capital markets generally and of the mining markets more particularly, any commodity prices supply chain disruptions, restrictions on labour and workplace attendance and local and international travel due to war, weather, pandemics or otherwise; a failure to obtain or delays in obtaining the required regulatory licenses, permits, approvals and consents; an inability to access financing as needed, including pursuant to the Loan; 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; a weakening of market and industry reliance on precious metals and copper; and. those risks set out in the Company's public documents filed on SEDAR+. Aurania cautions the reader that the above list of risk factors is not exhaustive. Although the Company believes that the assumptions and factors used in preparing the forward-looking information in this news release are reasonable, undue reliance should not be placed on such information, which only applies as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, other than as required by law.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/250405

FAQ

What is the size and terms of Aurania Resources (AUIAF) loan announced in April 2025?

Aurania Resources secured a US$2,094,500 loan from CEO Dr. Keith Barron. The loan is unsecured, carries 2% annual interest, and matures 12 months and one day from the agreement date, with repayment due upon lender's notice.

How will Aurania Resources (AUIAF) use the $2.09M loan proceeds in 2025?

The loan proceeds will be used specifically to fund Aurania's remaining 2024 mineral concession fees in Ecuador, which are due by May 1, 2025.

What is the status of Aurania Resources (AUIAF) 2025 concession fees in Ecuador?

Aurania is currently negotiating an agreement with Ecuadorian authorities for the 2025 concession fees, expecting similar terms to the 2024 arrangement. The company maintains its property standing while finalizing the agreement.

Why did Aurania Resources (AUIAF) delay their private placement closing in May 2025?

Aurania postponed the final tranche of its non-brokered private placement financing to around May 5, 2025, to allow time for the loan announcement news to be properly assimilated by the market.

How does the Related Party Transaction exemption apply to AUIAF's 2025 loan agreement?

The loan qualifies for exemption from formal valuation and minority shareholder approval under MI 61-101, as the fair market value doesn't exceed 25% of company's market capitalization, falling under Sections 5.5(a) and 5.7(1).