Ms. Carolyn Muir reports
AURANIA ADOPTS SEMI-ANNUAL REPORTING; ANNOUNCES AMENDMENT TO LOAN
Aurania Resources Ltd. has elected to rely on Coordinated Blanket Order 51-933 -- Exemptions to Permit Semi-Annual Reporting for Certain Venture Issuers and move to semi-annual financial reporting (SAR).
The order allows eligible venture issuers listed on the TSX Venture Exchange to voluntarily move from a quarterly to a semi-annual financial reporting framework. The company's fiscal year ends on Dec. 31. Under the SAR pilot program, the company will be exempt from filing interim financial reports and related management's discussion and analysis (MD&A) for its first and third quarters.
- Interim period: The company will not file an interim report for the first quarter (Q1) ending March 31 and the third quarter (Q3) ending Sept. 30.
- Continuing reporting: The company will continue to file audited financial statements (due within 120 days of Dec. 31) and six-month interim financial reports (due within 60 days of June 30).
The company confirms it meets the pilot program's eligibility criteria, which include being a venture issuer with annual revenues of less than $10-million, having a disclosure record of over 12 months and having filed all required periodic and timely continuous disclosure documents.
The first period for which the company will not file an interim financial report and related MD&A will be for the three-month period ended March 31, 2026.
This news release is being filed pursuant to Coordinated Blanket Order 51-933 Exemptions to Permit Semi-Annual Reporting for Certain Venture Issuers.
In addition, the company announces that, further to the company's press release dated Jan. 29, 2026, pursuant to which the company announced a $750,000 loan from Dr. Keith Barron, chief executive officer of the company, the company and Dr. Barron have agreed to amend the loan to increase the amount of the loan to $1-million to be advanced from time to time in principal amounts as agreed by the parties. All other terms of the loan, as previously announced, remain the same.
Dr. Barron is a related party of the company by virtue of the fact that he is the chairman, the president and chief executive officer, a promoter and a principal shareholder of the company, and as a result, each advance and repayment under the loan constitutes a related party transaction for the purposes of Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions. The company is relying upon an exemption from the formal valuation and minority shareholder approval requirements under MI 61-101 in respect of the related party transactions, in reliance on sections 5.5(a) and 5.7(1) of MI 61-101, respectively, as the fair market value of the related party transaction, collectively, does not exceed 25 per cent of the company's market capitalization, as determined in accordance with MI 61-101. The company did not file a material change report related to the loan more than 21 days before the expected closing of the loan as required by MI 61-101, as the company wished to organize the loan on an expedited basis for sound business reasons. The amendment to the loan was approved by the members of the board of directors of the company who are independent for purposes of the related party transaction, being all directors other than Dr. Barron. No special committee was established in connection with the amendment to the loan, and no materially contrary view or abstention was expressed or made by any director of the company in relation thereto.
About Aurania Resources Ltd.
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 critical energy in Europe and abroad.
We seek Safe Harbor.
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