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ST.
JOHN'S, NL, Aug. 7, 2024
/CNW/ - Aurion Resources Ltd. (TSXV: AU) (OTCQX: AIRRF)
("Aurion" or the "Company") announces that it has
completed its previously announced best efforts private placement
(the "Brokered Offering"), and non-brokered private
placement (the "Non-Brokered Financing", and collectively
with the Brokered Offering, the "Offerings"), for aggregate
gross proceeds of approximately C$9,036,481 from the sale of 16,429,965 common
shares of the Company (the "Common Shares") at a price of
C$0.55 per Common Share (the
"Issue Price").
Best Efforts Private Placement
Under the Brokered Offering, the Company issued an aggregate of
14,545,455 Common Shares at a price of C$0.55 per Common Share for aggregate gross
proceeds of C$8,000,000, which
includes the full exercise of the agent's option.
The Brokered Offering was led by Red Cloud
Securities Inc., as lead agent and sole
bookrunner, on behalf of a syndicate
of agents including Canaccord Genuity Corp., Haywood
Securities Inc., and Ventum Financial Corp. (collectively,
the "Agents"). In consideration for their services, the
Agents received a cash commission of approximately C$447,780. Additionally, the Agents received, in
aggregate, 814,145 non-transferable broker warrants (the "Broker
Warrants"), with each such Broker Warrant exercisable for one
Common Share at a price of C$0.55 per
Common Share at any time on or before August
7, 2026.
Subject to compliance with applicable regulatory requirements
and in accordance with National Instrument 45-106 – Prospectus
Exemptions ("NI 45-106"), the Common Shares were offered
for sale to purchasers in all of the provinces and territories of
Canada, except Québec, pursuant to
the listed issuer financing exemption under Part 5A of NI 45-106
(the "Listed Issuer Financing Exemption"). The Common Shares
were also offered for sale in offshore jurisdictions pursuant to
applicable securities laws and in the
United States on a private placement basis pursuant to one
or more exemptions from the registration requirements of the United
States Securities Act of 1933 (the "U.S. Securities Act"),
as amended. The Common Shares issued under the Brokered Offering to
Canadian resident subscribers will not be subject to a hold period
under applicable Canadian securities legislation.
Non-Brokered Private Placement
Under the Non-Brokered Financing, the Company issued an
aggregate of 1,884,510 Common Shares at a price of C$0.55 per Common Share for aggregate gross
proceeds of approximately C$1,036,481. The Non-Brokered Financing was fully
subscribed for by Kinross Gold Corporation ("Kinross"). Kinross exercised its pro rata right granted
pursuant to a prior financing to maintain an approximate 9.98%
interest in the issued and outstanding shares of the Company. The
Common Shares issued in connection with the Non-Brokered Financing
are subject to a four-month-and-one-day statutory hold period.
The Company plans to use the net proceeds of the Offerings for
the exploration and advancement of the Company's projects in
Finland, which includes its Risti
and other projects on its 100% owned land and its joint venture
properties with B2Gold Corp. and Kinross, as well as for general working
capital purposes.
The Offerings remain subject to final acceptance of the TSX
Venture Exchange ("TSXV").
The securities described herein have not been, and will not be,
registered under the U.S. Securities Act, as amended, or any state
securities laws, and accordingly, may not be offered or sold within
the United States or the US
persons except in compliance with the registration requirements of
the U.S. Securities Act and applicable state securities
requirements or pursuant to exemptions therefrom. This press
release does not constitute an offer to sell or a solicitation to
buy any securities in any jurisdiction.
Related Party Participation
A director and officer of the Company (collectively, the
"Related Parties") participated in and subscribed for an
aggregate of 919,441 Common Shares under the Brokered Offering. As
a result, the Brokered Offering constituted a "related party
transaction" within the meaning of Policy 5.9 of the TSXV and
Multilateral Instrument 61- 101 - Protection of Minority
Security Holders in Special Transactions ("MI 61-101"). The
Company relied on the exemptions under sections 5.5(a), 5.5(b) and
5.7(1)(a) of MI 61-101 in respect of the formal valuation and
minority shareholder approval requirements in respect of the
[Related Parties'] participation in the Brokered Offering under MI
61-101, as (i) the Company is not listed or quoted on any of the
stock exchanges or markets listed in subsection 5.5(b) of MI
61-101, and (ii) as at the closing of the Brokered Offering,
neither the fair market value of the Common Shares issued in
connection with the Brokered Offering, nor the fair market value of
the consideration received by the Company therefor, insofar as it
involved the Related Parties, exceeded 25% of the Company's market
capitalization. The Company did not file a material change report
more than 21 days before the closing of the Brokered Offering,
which the Company deemed reasonable in the circumstances as details
of the Related Parties' participation in the Brokered Offering had
not been settled and the Company wished to complete the Offerings
in an expeditious manner. The securities purchased by the Related
Parties are subject to the TSXV hold period.
About Aurion Resources Ltd.
Aurion Resources Ltd. (Aurion) is a well-funded, Canadian
exploration company listed on the TSX Venture Exchange (TSX-V: AU)
and the OTCQX Best Market (OTCQX: AIRRF). Aurion's strategy is to
generate or acquire early-stage precious metals exploration
opportunities and advance them through direct exploration by our
experienced team or by business partnerships and joint venture
arrangements. Aurion's current focus is exploring on its Flagship
Risti project, as well as advancing its joint venture properties
with B2Gold Corp. and Kinross Gold Corporation in Finland.
On behalf of the Board of Directors,
Matti Talikka, CEO
FORWARD-LOOKING INFORMATION Certain of the
statements made and information contained herein, including the the
use of proceeds raised under the Offerings and final approval
relating to the Offerings, is "forward-looking information" within
the meaning of applicable Canadian securities legislation or
"forward-looking statements" within the meaning the Securities
Exchange Act of 1934 of the United
States. Generally, these forward-looking statements or
information can be identified by the use of forward-looking
terminology such as "plans", "expects" or "does not expect", "is
expected", "budget", "scheduled", "estimates", "forecasts",
"intends", "anticipates" or "does not anticipate", or "believes",
or variations of such words and phrases or state that certain
actions, events or results "may", "could", "would", "might" or
"will be taken", "occur" or "be achieved". Forward-looking
statements are subject to a variety of risks and uncertainties
which could cause actual events or results to differ from those
reflected in the forward-looking statements, including, without
limitation, the receipt of any stock exchange or regulatory
approvals required in connection with the Offerings, management's
discretion regarding the use of proceeds risks and uncertainties
relating to foreign currency fluctuations; risks inherent in mining
including environmental hazards, industrial accidents, unusual or
unexpected geological formations, ground control problems and
flooding; risks associated with the estimation of mineral resources
and reserves and the geology, grade and continuity of mineral
deposits; the possibility that future exploration, development or
mining results will not be consistent with the Company's
expectations; the potential for and effects of labour disputes or
other unanticipated difficulties with or shortages of labour or
interruptions in production; actual ore mined varying from
estimates of grade, tonnage, dilution and metallurgical and other
characteristics; the inherent uncertainty of production and cost
estimates and the potential for unexpected costs and expenses,
commodity price fluctuations; uncertain political and economic
environments; changes in laws or policies, foreign taxation, delays
or the inability to obtain necessary governmental permits; and
other risks and uncertainties, including those described under risk
factors in the Company's current management discussion and
analysis. Should one or more of these risks and uncertainties
materialize, or should underlying assumptions prove incorrect,
actual results may vary materially from those described in
forward-looking statements. The forward-looking information
contained herein is presently for the purpose of assisting
investors in understanding the Company's plans and objectives and
may not be appropriate for other purposes. Accordingly, readers are
advised not to place undue reliance on forward-looking statement.
The Company assumes no obligation to update any forward-looking
information or to update the reasons why actual results could
differ from such information unless required by applicable
law.
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.
SOURCE Aurion Resources Ltd.