Mr.
Matti Talikka reports
AURION COMPLETES BROKERED OFFERING AND NON-BROKERED PARTICIPATION BY KINROSS FOR AGGREGATE GROSS PROCEEDS OF APPROXIMATELY C$9.0 MILLION
Aurion Resources Ltd. has completed its previously announced best-effort private placement and non-brokered private placement for aggregate gross proceeds of approximately $9,036,481 from the sale of 16,429,965 common shares of the company at a price of 55 cents per common share.
Best-effort private placement
Under the brokered offering, the company issued an aggregate of 14,545,455 common shares at a price of 55 cents per common share for aggregate gross proceeds of $8-million, which includes the full exercise of the agent 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. In consideration for their services, the agents received a cash commission of approximately $447,780. Additionally, the agents received, in aggregate, 814,145 non-transferable broker warrants, with each such broker warrant exercisable for one common share at a price of 55 cents per common share at any time on or before Aug. 7, 2026.
Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106, Prospectus Exemptions, the common shares were offered for sale to purchasers in all of the provinces and territories of Canada, except Quebec, pursuant to the listed issuer financing exemption under Part 5A of NI 45-106. 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 U.S. Securities Act of 1933, 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 55 cents per common share for aggregate gross proceeds of approximately $1,036,481. The non-brokered financing was fully subscribed for by Kinross Gold Corp. Kinross exercised its pro rata right granted pursuant to a prior financing to maintain an approximate 9.98-per-cent 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-per-cent-owned land and its joint venture properties with B2Gold Corp. and Kinross Gold Corp., as well as for general working capital purposes.
The offerings remain subject to final acceptance of the TSX Venture Exchange.
Related party participation
A director and an officer of the company (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 TSX-V and Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. 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 61-10, 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 per cent 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 TSX-V hold period.
About Aurion Resources Ltd.
Aurion Resources is a well-financed Canadian exploration company listed on the TSX-V (under the symbol AU) and the OTCQX Best Market (under the symbol AIRRF). Aurion's strategy is to generate or acquire early-stage precious metal exploration opportunities and advance them through direct exploration by the company's 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 and Kinross in Finland.
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