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Aurion Resources Ltd. (TSXV: AU,OTC:AIRRF) (OTCQX: AIRRF) ("Aurion" or the "Company") announces a non-brokered private placement (the "Offering") with a strategic investor (the "Strategic Investor") that is expected to result in the Strategic Investor holding, after giving effect to the Offering, approximately 6.88% of the issued and outstanding common shares of Aurion on a non-diluted basis and approximately 9.98% on a partially-diluted basis. The Strategic Investor has agreed to subscribe for 11,060,000 units (the "Units") of the Company for total consideration of C$9,290,400 at a price of C$0.84 per Unit. Each Unit is comprised of one common share of Aurion (a "Common Share") and one-half of one common share purchase warrant of Aurion (each whole common share purchase warrant, a "Warrant"). Each Warrant entitles the holder to acquire one Common Share at a price of C$1.08 for a period of three years following the closing date of the Offering, subject to acceleration in certain circumstances. At least 75% of the net proceeds of the Offering will be used to advance exploration and technical work programs on the Company's 100% owned Risti project.
Concurrently with the closing of the Offering, the Strategic Investor and Aurion will enter into an investor rights agreement, pursuant to which the Strategic Investor will be granted certain rights, provided the Strategic Investor maintains certain ownership thresholds in the Company, including: (i)Â the right to participate in future equity financings and top-up its holdings in the event of dilutive issuances in order to maintain its pro rata ownership in the Company at the time of such financing or acquire up to a 9.99% ownership interest, on a partially-diluted basis, in the Company; and (ii) the right (which the Strategic Investor has no present intention of exercising) to nominate one person (and in the case of an increase in the size of the board of directors of Aurion to eight or more directors, two persons) to the board of directors of Aurion.
The Offering is scheduled to close on or around September 3, 2025 , or such other date(s) as the Company and the Strategic Investor may agree, and is subject to certain conditions, including the acceptance of the TSX Venture Exchange and the receipt of all other necessary approvals.
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 to 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. Â This press release does not constitute an offer to sell or a solicitation to buy any securities in any jurisdiction.
About Aurion Resources Ltd.
Aurion Resources Ltd. 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 Risti project, as well as advancing its joint venture properties with B2Gold Corp., Kinross Gold Corporation and KoBold Metals Company 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 expected closing date of the Offering, the receipt of TSX Venture Exchange approval and other approvals required in connection with the Offering and the use of net proceeds from the Offering, constitute "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, 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.
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