Valid through March 6, 2019
Rights Offering Information
On January 28, 2019, Aurania announced a Rights Offering to raise up to C$6.35 million. Eligible shareholders are being offered rights to purchase common shares, at the close of business on the record date of February 4, 2019, on the basis of one right for each common share held.
For every fourteen (14) rights you hold, you will be entitled to subscribe for one (1) Common Share upon payment of the C$2.70 per common share until 5:00 p.m. (Toronto time) on March 6, 2019.
Details of the Rights Offering are set out in the following documents. Please read these documents carefully:
These documents are also available under Aurania’s profile on www.sedar.com
Step 1 – Determine eligibility:
- Are you a resident of Canada? If so, you are Eligible to participate (see section A below).
- Are you a resident in a jurisdiction outside of Canada? If so, you are considered Ineligible unless you satisfy the required exemptions applicable in your jurisdiction (see section B below)
Step 2 – Exercise your rights:
Complete the necessary paperwork to exercise your rights and/or provide instructions to your bank, trust company, securities dealer or broker (“intermediary”). This information will be mailed to eligible holders and notification will be sent to intermediaries by the Rights Agent, TSX Trust on February 12, 2019.
Step 3 – If you do not wish to exercise your rights or you are ineligible to participate:
The Rights Agent will attempt to sell your rights on a best-efforts basis. Please refer to the Rights Offering Circular for more information.
The rights will expire at 5:00pm (Toronto time) on March 6, 2019 (the “Expiry Time”) and will become void and of no value at that time.
A. Eligible Shareholders
Eligible Registered Shareholders
The Notice, accompanying rights certificate, and form of Subscription will be mailed out by the Rights Agent, TSX Trust, to each registered shareholder in Canada on February 12, 2019.
PLEASE LOOK FOR THESE DOCUMENTS IN YOUR MAIL , THEY ARE TIME SENSITIVE.
Eligible Registered Shareholders who wish to exercise their Rights must forward the rights certificate, together with the applicable funds, to the Rights Agent on or before the Expiry Time:
TSX Trust Company
301-100 Adelaide Street West
Toronto, ON M5H 4H1
Eligible Beneficial Shareholders
Shareholders who are resident in Canada and who own their shares through an intermediary, such as a bank, trust company, securities dealer or broker (in Canada), will receive materials and instructions directly from their intermediary. Intermediaries will receive this information on February 12, 2019. Please follow up with your bank/trust company/securities dealer/broker should you wish to exercise your rights.
B. Ineligible Holders
Shareholders who are resident in a jurisdiction outside of Canada (the “Ineligible Holders“), may be able to participate in the Rights Offering under certain exemptions. The Company will not issue or forward rights certificates to Ineligible Holders, however, a letter will be sent to them from the rights agent, TSX Trust. This letter will be mailed out on February 12, 2019 and will:
- Describe the conditions that must be met, and the procedures that must be followed in order for an Ineligible Holder to participate in the Rights Offering.
- Advise them that their Rights will be held by TSX Trust Company who will, prior to the Expiry Time, attempt to sell any unexercised rights of Ineligible Holders on such dates and at such prices as it determines in its sole discretion.
Ineligible Holders who wish to participate in the Rights Offering and are unsure of whether they meet the required exemptions are encouraged to contact the the Company directly:
ATTN: Carolyn Muir
Manager, Corporate & Investor Services
416-367-3200 x 2007
Eligibility needs to be confirmed directly to Aurania by 5:00pm ET on February 18, 2019.
Subscription for Additional Shares
Eligible Holders who fully exercise their Rights will be entitled to subscribe for additional Common Shares, if available, as a result of unexercised Rights prior to the Expiry Time, subject to certain limitations set out in the Company’s Circular.
The Company intends to use the net proceeds of the Rights Offering to fund exploration expenses, including scout drilling, concessions fees to maintain the Lost Cities – Cutucu Project in Ecuador in good standing, and general and administrative expenses.
There are currently 32,915,316 Common Shares of the Company outstanding. If all of the Rights issued under the Rights Offering are validly exercised, a total of 2,351,094 Common Shares will be issued under the Rights Offering with gross proceeds of approximately $6,350,000.