Aurania Resources Ltd. (TSXV:ARU)
(“Aurania” or the “Company”) announces that the
Company has renewed its full 2,080 square kilometre (“km2”)
concession package in Ecuador based on the positive exploration
results received to date. The Company will enter into a
US$2.0 million unsecured convertible debenture with its Chairman
and CEO, Dr. Keith Barron, to cover the concession renewal
fees. Aurania’s board has determined that a convertible
debenture with an exercise price higher than current market prices
would be less dilutive to existing shareholders than a private
placement at the current share price.
Based on the positive exploration results to
date on the Company's Lost Cities - Cutucu Project in Ecuador, it
has been determined that the full package of exploration
concessions warrants renewal. The initial exploration program
anticipated releasing a portion of the land package by the end of
March 2018. However, the decision to renew the full package was
based on a review of airborne geophysics, reconnaissance stream
sediment sample results and regional geological mapping that
indicates that all areas have compelling exploration
potential.
Dr. Keith Barron commented: "This
concession area is known to be highly prospective based on its
location along strike and only 100km north of the Fruta del Norte
deposit in Ecuador that hosts a measured and indicated resource of
some 7.4 million ounces of gold. We also knew that the
geological environment would be prospective for porphyry
copper-gold and copper deposits similar to those that host over 30
billion pounds of copper and 14 million ounces of gold in the
adjacent Cordillera del Condor. The potential of the Project
to contain porphyry deposits has been amply reinforced by the
geophysical survey we completed in November last year. Our
President, Richard Spencer and I were fully briefed on-site by the
exploration team last week. The conclusion from that meeting
was that the positive exploration results merit the added cost of
renewing the full concession package for an additional year."
To cover the additional fees required for the
renewal of the full concession package, the Company is finalizing a
convertible debenture loan (the “Debenture”) with Dr. Keith Barron,
the Company’s Chairman, CEO and largest shareholder. Terms of
the Debenture include:
- Maturity date shall be May 29, 2019 (the “Maturity Date”);
and
- Unsecured with interest payable at 2% per annum, non-cumulative
before the Maturity Date convertible into common shares at a price
of C$3.00 per common share.
The Company’s Board of Directors has approved a
grant of 300,000 options to Dr. Keith Barron at a strike price of
C$2.68, being the closing price of the Company’s shares at the end
of trading on April 4, 2018. The options will have a 5-year
term and one third will vest on April 5, 2018, with a further third
vesting on the first anniversary, and the final third on the second
anniversary, of the date of grant.
The Debenture financing is subject to the
approval of the TSX Venture Exchange.
Dr. Keith Barron, the Chairman and CEO of the
Company is an “insider” of the Company and, as such, the
acquisition of debentures by Mr. Barron is considered a "related
party transaction" pursuant to Multilateral Instrument 61-101-
Protection of Minority Security Holders in Special Transactions
("MI 61-101"). MI 61-101 requires the Company, in the absence
of exemptions, to obtain a formal valuation for, and minority
shareholder approval of, the “related party transaction”. The
Company intends to rely on the exemption from the formal valuation
requirements of MI 61-101 contained in section 5.5(b) of MI 61-101
on the basis that no securities of Aurania are listed on a
specified market set out in such section. The Company is also
relying on the exemption from minority shareholder approval
requirements set out in MI 61-101 as the fair market value of the
debentures purchase by Dr. Barron does not exceed 25% of the market
capitalization of the Company, as determined in accordance with MI
61-101.
About AuraniaAurania is a
junior exploration mining company engaged in the identification,
evaluation, acquisition and exploration of mineral property
interests, with a focus on precious metals and copper. 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.sedar.com, 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-.
The technical information contained in this news
release has been verified and approved by Jean-Paul Pallier, MSc,
Aurania's vice-president, exploration. Mr. Pallier is a designated
EurGeol by the European Federation of Geologists and a qualified
person as defined by National Instrument 43-101 -- Standards of
Disclosure for Mineral Projects of the Canadian Securities
Administrators.
For further information, please contact:
Carolyn MuirManager – Corporate & Investor ServicesAurania
Resources Ltd.(416) 367-3200carolyn.muir@aurania.com |
Dr. Richard SpencerPresident Aurania Resources Ltd.(416)
367-3200richard.spencer@aurania.com |
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 that involves substantial
known and unknown risks and uncertainties, most of which are beyond
the control of Aurania. Forward-looking statements include
estimates and statements that describe Aurania’s future plans,
objectives or goals, including words to the effect that Aurania or
its management expects a stated condition or result to occur.
Forward-looking statements may be identified by such terms as
“believes”, “anticipates”, “expects”, “estimates”, “may”, “could”,
“would”, “will”, or “plan”. Since forward-looking statements are
based on assumptions and address future events and conditions, by
their very nature they involve inherent risks and uncertainties.
Although these statements are based on information currently
available to Aurania, Aurania provides no assurance that actual
results will meet management’s expectations. Risks, uncertainties
and other factors involved with forward-looking information could
cause actual events, results, performance, prospects and
opportunities to differ materially from those expressed or implied
by such forward-looking information. Forward looking information in
this news release includes, but is not limited to, Aurania’s
company’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 and mine
development plans, timing of the commencement of operations and
estimates of market conditions. Factors that could cause actual
results to differ materially from such forward-looking information
include, but are not limited to, failure to identify mineral
resources, failure to convert estimated mineral resources to
reserves, the inability to complete a feasibility study which
recommends a production decision, the preliminary nature of
metallurgical test results, delays in obtaining or failures to
obtain required governmental, regulatory, environmental or other
project approvals, political risks, inability to fulfill the duty
to accommodate indigenous peoples, uncertainties relating to the
availability and costs of financing needed in the future, changes
in equity markets, inflation, changes in exchange rates,
fluctuations in commodity prices, delays in the development of
projects, capital and operating costs varying significantly from
estimates and the other risks involved in the mineral exploration
and development industry, and those risks set out in Aurania’s
public documents filed on SEDAR. Although Aurania 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.
Aurania 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.
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