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Aurion Resources Ltd. (TSXV: AU,OTC:AIRRF) (OTCQX: AIRRF) ("Aurion" or the "Company") announces a non-brokered private placement of Units (the "Kinross Private Placement") to Kinross Gold Corporation ("Kinross") which, on closing, will result in Kinross maintaining its ownership position of 9.99% on a partially diluted basis.
By news release dated August 26, 2025 , the Company announced a non-brokered private placement (the "Offering") with a strategic investor (the "Strategic Investor") 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. The Offering closed on September 3, 2025 .
Kinross initially purchased 6,853,500 Common Shares of the Company by way of private placement in September 2017 , thus acquiring 9.98% of the then issued and outstanding Common Shares of the Company. Kinross has the right to maintain its pro rata share interest in the Company for so long as it owns at least 5% of the issued and outstanding Common Shares of the Company from time to time. The Kinross Private Placement is expected to comprise the sale of 885,000 Units at a price of C$0.84 per Unit for total proceeds of C$743,400 . The Units comprising the Kinross Private Placement will have the same terms and conditions as the Units issued to the Strategic Investor. On closing, Kinross will hold approximately 9.75% of the issued and outstanding Common Shares of Aurion on a non-diluted basis and approximately 9.99% of the issued and outstanding Common Shares on a partially diluted basis.
As part of the investor rights agreement with the Strategic Investor, the Strategic Investor has the right to exercise its pro rata ownership following the Kinross Private Placement. Should the Strategic Investor exercise its right, the Strategic Investor may subscribe for up to an additional 70,000 Units for total proceeds of C$58,800 .
Should the Strategic Investor exercise its right to maintain its position, the combined total Units to be issued in connection with the Kinross Private Placement will be 955,000 for combined total proceeds of C$802,200 , and the resulting pro rata share ownership in Aurion would be approximately 9.74% non-diluted and approximately 9.99% partially diluted for Kinross and approximately 6.89% non-diluted and approximately 9.99% partially diluted for the Strategic Investor.
The Company plans to use the net proceeds of the non-brokered Offering and the Kinross Private Placement for the exploration and advancement of the Company's Flagship Risti Project in Finland , as well as for general working capital purposes.
Concurrently with the closing of the Kinross Private Placement, Aurion will grant certain additional rights to Kinross , provided Kinross maintains certain ownership thresholds in the Company, including the right to 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 in the Company on a partially-diluted basis, and other rights as agreed.
The closing of the Kinross Private Placement and the potential top up exercise of the Strategic Investor are expected to occur on or about September 16, 2025 and are subject to certain conditions, including, but not limited to, the receipt of any necessary regulatory approvals, including the approval of the TSX Venture Exchange. All securities issued will be subject to a hold period of four months and one day from the closing.
The securities to be offered under the Kinross Private Placement have not been, and will not be, registered under the U.S. Securities Act or any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, United States persons absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This press release does not constitute an offer to sell or the solicitation of an offer to buy securities in the United States , nor in any other 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 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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