Aurania Resources Announces Closing of $2.26 Million Concurrent Private Placement

Toronto, Ontario, October 21, 2021 – Aurania Resources Ltd. (TSXV: ARU) (Frankfurt: 20Q) (“Aurania” or the “Company”) announces that it has closed its non-brokered private placement (the “Private Placement”) of units of the Company (the “Units”), which was conducted alongside the Company’s overnight marketed offering that was successfully completed and announced by the Company in a news release that was issued earlier today (the “Public Offering”).

A total of 1,256,037 Units were sold in the Private Placement at a price of $1.80 per Unit, for gross proceeds to the Company of approximately $2.26 million (which are in addition to the approximately $6.9 million in gross proceeds raised by the Company in the Public Offering). Each Unit is comprised of one common share in the capital of the Company (each, a “Common Share”) and one Common Share purchase warrant (each, a “Warrant”). Each Warrant shall entitle the holder to purchase one Common Share at an exercise of $2.20 at any time until October 21, 2026.

The Warrants issued in the Private Placement and the Public Offering are governed by the terms of a warrant indenture (the “Warrant Indenture”) dated October 21, 2021, between the Company and TSX Trust Company, as warrant agent, a copy of which is, or shortly will be, available under the Company’s SEDAR profile at www.sedar.com. For further details regarding the Warrants, please refer to the Warrant Indenture.

The Company is also pleased to announce that the TSX Venture Exchange (the “TSX-V”) has conditionally accepted for listing the 1,256,037 Warrants underlying the Units issued pursuant to the Private Placement. The Warrants issued in connection with the Private Placement are expected to be listed on the TSX-V, together with the Warrants issued in connection with the Public Offering, under the symbol “ARU.WT.B” effective on or about October 29, 2021.

Pursuant to the terms and conditions of the underwriting agreement pursuant to which the Public Offering was completed, the Company has also paid to the underwriters in the Public Offering a cash commission equal to 2% of the gross proceeds from the Private Placement (totaling approximately $45,217). The Company has also agreed to pay to certain eligible finders a fee equal to 7% of the gross proceeds raised from subscriptions introduced to the Company by such finders (totaling in aggregate approximately $16,604).

The Private Placement remains subject to the final acceptance of the TSX-V. The Common Shares and Warrants comprising the Units, and the Common Shares underlying the Warrants, are subject to a statutory hold period of four months and a day from the date of issuance and, as applicable, hold periods under United States securities laws.

Keith Barron, the Chief Executive Officer, director, promoter and a significant shareholder of the Company, participated in the Private Placement (subscribing through Bambazonke Holdings Inc., a personal holding company of Dr. Barron), for 222,222 Units in the Private Placement. Richard Spencer, the President and a director of the Company, participated in the Private Placement for 8,000 Units in the Private Placement and Carolyn Muir, Vice-President of Investor Relations of the Company, subscribed for 4,000 Units in the Private Placement. The participation of the aforementioned insiders of the Company in the Private Placement constitutes a “related party transaction” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company is exempt from the “minority approval” and “formal valuation” requirements of MI 61-101 in respect of such insider participation because the “fair market value” of the Private Placement, insofar as it involves the participating insiders, does not exceed 25% of the Company’s “market capitalization” (as each such term is defined in MI 61-101).

This press release does not constitute an offer to sell or the solicitation of an offer to buy securities, nor will there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.

The securities described in this news release have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) and may not be offered or sold in the United States or to, or for the account or benefit of, “U.S. persons” (as defined in Regulation S under the U.S. Securities Act) absent registration or an applicable exemption from the registration requirements.

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 – 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-.

For further information, please contact:

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 may contain 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, the use of the net proceeds from the Private Placement, the receipt of all necessary approvals, including the final acceptance of the TSX-V in respect of the Private Placement and the listing of the Warrants (and the timing thereof), Aurania’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, the potential impact of COVID-19, 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.