Aurania Resources Ltd.’s Shareholders Approve EcuaSolidus S.A. Acquisition

Toronto, Ontario (May 29, 2017) – Aurania Resources Ltd. (TSXV: ARU) (“Aurania” or the “Corporation”) is pleased to announce that its shareholders have approved the previously announced acquisition of EcuaSolidus S.A. (“ESA”), a company incorporated under the laws of the Republic of Ecuador, from Dr. Keith Barron, the President and CEO of Aurania (the “Transaction”) at the annual and special meeting of shareholders of the Corporation held on May 26, 2017 (the “Meeting”). ESA is the holder of the Lost Cities – Cutucu Project comprising 42 mineral exploration licences covering 207,764 hectares (approx. 2,080 square kilometres) over the core of the Cordillera de Cutucu, a mountain range in the foothills of the Andes, in Ecuador.

The Transaction was approved by 100% of votes cast in person and in proxy, at the Meeting.

Dr. Barron, Chairman and CEO, commented: “This acquisition provides Aurania with a very exciting exploration asset that I have been researching and developing over several years.  Some of the fascinating historical context of this property in Ecuador is highlighted in a video that is available on our website that I would encourage you to watch  (https://aurania.com/episode-1-lost-cities-cutucu-project/). It includes information on some of the background knowledge that I’ve assembled on the Lost Cities in this eastern part of Ecuador, that has seen little to no modern mineral exploration.”  Dr. Barron continued, “It has been 11 years since the discovery of the Fruta del Norte gold deposit and we’re itching to start exploration along trend in the new project area.  To that end, I want to welcome Dr. Richard Spencer to the position of President. His hands-on experience in Ecuador will serve our shareholders well in spearheading our exploration program“.

As previously announced, on April 20, 2017, the Corporation announced the completion of a $6.4 million oversubscribed brokered and non-brokered offering of Subscription Receipts (the “Offering”). The brokered offering was co-led by Maison Placements Canada Inc. together with Red Cloud Klondike Strike Inc.

The proceeds from the Offering will be used to fund the Transaction and for property exploration, loan repayments and working capital. The gross proceeds of the Offering less offering costs have been released as the escrow release conditions have been met.

Each Subscription Receipt has been exchanged for one unit of the Corporation (a “Unit”). Each Unit of the Corporation consists of one common share of the Corporation (a “Share”) and one-half of one common share purchase warrant (a “Warrant”). Each whole Warrant entitles the holder thereof to acquire one Share at a price of C$3.00 until October 19, 2018. If the volume weighted average trading price of the Shares on the Corporation’s principal stock exchange exceeds C$3.00 for a period of 20 consecutive trading days, the Corporation may accelerate the expiry date to the date which is 30 days following the date upon which notice of the accelerated expiry date of the Warrants is provided by the Corporation to the holders of the Warrants.

Debt Settlement

At the Meeting, Shareholders approved settling the outstanding debt owed by the Corporation to Bambazonke Holdings Ltd., a company owned and controlled by Dr. Barron (the “Creditor”) by issuing 375,000 common shares of the Company to the Creditor at a price of $2.00 per common share in an aggregate amount of $750,000. The indebtedness settled relates to cash advances and service cost agreement monthly payments. The securities issued are subject to a hold period of four months and one day. 

Additional Business of Meeting

At the Meeting, shareholders also approved the appointment of auditors, election of directors, confirmation of the Corporation’s stock option plan, and adoption of a restricted share unit plan (the “RSU Plan”).  Details of these matters are disclosed in the information circular for the Meeting which is dated April 25, 2017 and posted under the Corporation’s profile on www.sedar.com (the “Circular”).

As a result of all of these transactions, the Corporation currently has 27,335,625 common shares issued and outstanding and 1,600,445 common shares subject to issuance.

About Aurania

Aurania Resources Ltd. (TSXV: ARU) is a junior exploration mining company engaged in the identification, evaluation, acquisition and exploration of mineral property interests, with a focus on precious metals.

For further information, please contact:

Dr. Richard Spencer
President
(416) 367-3200
richard@ivu.587.myftpupload.com

Donna McLean
Chief Financial Officer
(416) 417-8349
donna@ivu.587.myftpupload.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 First Nations and other 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.