Aurelius Minerals Announces Closing of Additional Tranche of Private Placement
Toronto, December 30, 2022 - Aurelius Minerals Inc. (TSXV: AUL) (OTCQB: AURQF) (the "Company" or "Aurelius") is pleased to announce that the Company has closed a further tranche of its non-brokered private placement of 2,479,760 common shares of the Company (the "Common Shares") at a price of $0.0525 per Common Share for gross proceeds of $130,187.
Together with the previously closed tranche announced on December 22, 2022, the Company has issued an aggregate of 3,965,473 Common Shares at a price of $0.0525 per Common Share, for aggregate gross proceeds of $208,187 (the "Common Share Offering").
Certain directors and officers of the Company also participated in this tranche of the Common Share Offering by acquiring an aggregate of 929,760 Common Shares at a price of $0.0525 per Common Share, for aggregate gross proceeds of $48,812. Each subscription by an Insider is considered to be a "related party transaction" for purposes of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company did not file a material change report more than 21 days before the expected closing date of the Common Share Offering as the details of the Common Share Offering and the participation therein by each "related party" of the Company were not settled until shortly prior to the closing, and the Company wished to close the Common Share Offering on an expedited basis for sound business reasons. The Company is relying on exemptions from the formal valuation and minority shareholder approval requirements available under MI 61-101. The Company is exempt from the formal valuation requirement in section 5.4 of MI 61-101 in reliance on section 5.5(a) of MI 61-101 as the fair market value of the transaction, insofar as it involves interested parties, is not more than the 25% of the Company's market capitalization. Additionally, the Company is exempt from minority shareholder approval requirement in section 5.6 of MI 61-101 in reliance on section 5.7(b) of MI 61-101 as the fair market value of the transaction, insofar as it involves interested parties, is not more than the 25% of the Company's market capitalization.
The Common Share Offering was made by way of private placement in Canada pursuant to applicable exemptions from the prospectus requirements under applicable Canadian securities laws. The securities issued through this additional tranche of the Common Share Offering and the initial tranche of the Common Share Offering are subject to a statutory four-month hold periods expiring on April 30, 2023 and April 23, 2022 respectively.
The Company hopes to close an additional tranche(s) before January 13, 2023. The TSX Venture Exchange has conditionally approved an offering with a maximum total gross proceeds of up to $500,000 of Common Shares at a price of $0.0525 per Common Share from the Common Share Offering and up to $400,000 of common shares of the Company (the "Flow-Through Shares"), with each Flow-Through Share qualifying as a "flow-through share" as defined in subsection 66(15) of the Income Tax Act (Canada), at a price of $0.0625 per Flow-Through Share (the "Flow-Through Offering", together with the Common Share Offering, (the "Offering"), for aggregate gross proceeds of up to $900,000, including the Common Share Offerings closed to date.
The Offering is subject to final acceptance of the TSX Venture Exchange. No commission was paid on the closed private placement; however, the Company may pay a cash commission of 6% of the gross proceeds on certain of the future subscriptions. Details will be confirmed on closing of each tranche.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933 as amended (the "1933 Act"), or any state securities laws and may not be offered or sold within the United States or to, or for the account or benefit of U.S. persons (as defined in Regulation S under the 1933 Act) absent such registration or an applicable exemption from such registration requirements.
Use of Proceeds
The net proceeds from the Common Share Offering will be used by the Company for corporate and general working capital purposes, and an amount equal to the gross proceeds from the sale of Flow-Through Shares will be used to incur or be deemed to incur eligible "Canadian exploration expenses" as defined under the Income Tax Act (Canada) related to the Aureus Gold projects located in Nova Scotia.
About Aurelius
Aurelius is a gold exploration company focused on advancing its Aureus Gold Properties, including Aureus East and West, the Tangier Gold Project and the Forest Hill Gold Project located in Nova Scotia and described in detail in the Company's press release of November 18, 2019.
Aurelius also holds two district-scale gold projects in the Abitibi Greenstone Belt in Ontario, Canada, one of the world's most prolific mining districts; the 968-hectare Mikwam Property, in the Burntbush area on the Casa Berardi trend and the 12,425-hectare Lipton Property, on the Lower Detour Trend.
The Company has a management team with experience in all facets of the mineral exploration and mining industry who will be considering additional acquisitions of advanced staged opportunities in Nova Scotia, the Abitibi and other proven mining districts.
On Behalf of the Board
Aurelius Minerals Inc.
For further information please contact:
Aurelius Minerals Inc.
Mark N.J. Ashcroft, P.Eng., President and CEO
info@aureliusminerals.com
Tel.: (416) 304-9095
www.aureliusminerals.com
Neither 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.
Cautionary Note Regarding Forward-Looking Information
This news release contains "forward-looking information" under the provisions of applicable Canadian securities legislation, concerning the business, operations and financial performance and condition of Aurelius. All statements in this press release, other than statements of historical fact, are "forward-looking information" with respect to Aurelius within the meaning of applicable securities laws, including statements with respect to the anticipated receipt of final approval from the TSX Venture Exchange, the possibility of closing additional tranche(s) of this financing, the use of proceeds of the Offering, the tax treatment of the Flow-Through Shares, the timing for the Canadian exploration expenses to be renounced in favour of the subscribers, the anticipated closing of further tranches of the Offering, the Company's planned drilling and exploration activities, and the anticipated development of the Aureus Gold Properties. Generally, this forward-looking information can be identified by the use of forward-looking terminology such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", "believes", or variations or comparable language of such words and phrases or statements that certain actions, events or results "may", "could", "would", "should", "might" or "will be taken", "occur" or "be achieved" or the negative connotation thereof. Forward-looking information is necessarily based upon a number of factors and assumptions that, if untrue, could cause the actual results, performances or achievements of Aurelius to be materially different from future results, performances or achievements expressed or implied by such statements. Such statements and information are based on numerous assumptions regarding present and future business strategies and the environment in which Aurelius will operate in the future, including the price of gold, anticipated costs and ability to achieve goals.
Aurelius' ability to continue as a going concern is dependent upon its ability to obtain the necessary financing to conduct future exploration work, to fund its corporate overhead and commitments and to discharge its liabilities as they come due. Although it has been successful in raising financing in the past, there is no assurance it will be able to do so in the future. The Company's ability to continue operations in the normal course of business and repay its liabilities is dependent upon its ability to continue to raise adequate financing. Certain important factors that could cause actual results, performances or achievements to differ materially from those in the forward-looking information include, among others, gold price volatility, mining operational and development risks, litigation risks, regulatory restrictions (including environmental regulatory restrictions and liability), changes in national and local government legislation, taxation, controls or regulations and/or change in the administration of laws, policies and practices, expropriation or nationalization of property and political or economic developments in Canada, delays, suspension and technical challenges associated with projects, higher prices for fuel, steel, power, labour and other consumables, currency fluctuations, the speculative nature of gold exploration, the global economic climate, dilution, share price volatility, competition, loss of key employees, additional funding requirements and defective title to mineral claims or property. Although Aurelius believes its expectations are based upon reasonable assumptions and has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. Mineral Resources are not Mineral Reserves and do not have demonstrated economic viability. There is no certainty that all or any part of the Mineral Resources will be converted to Mineral Reserves. Inferred Mineral Resources are based on limited drilling which suggests the greatest uncertainty for a resource estimate and that geological continuity is only implied. Additional drilling will be required to verify geological and mineralization continuity and it is reasonable that most of the Inferred Mineral resources could be upgraded to Indicated Mineral Resources.
The Company provides forward-looking information for the purpose of conveying information about current expectations and plans relating to the future and readers are cautioned that such statements may not be appropriate for other purposes. By its nature, this information is subject to known and unknown risks, uncertainties and other important factors that may cause the actual results, level of activity, performance or achievements of Aurelius to be materially different from those expressed or implied by such forward-looking statements, including but not limited to: the risk that the Company cannot complete the remainder of the Offering on the terms described herein, on the timing described herein or at all, risks related to difficulties in executing exploration programs at the Aureus Gold Properties, the Mikwam and Lipton properties on the Company's proposed schedules and within its cost and scheduling estimates, whether due to weather conditions, availability or interruption of power supply, mechanical equipment performance problems, natural disasters or pandemics in the areas where it operates, the integration of acquisition; risks related to current global financial conditions including market reaction to the coronavirus outbreak; competition within the industry; actual results of current exploration activities; environmental risks; changes in project parameters as plans continue to be refined; future price of gold; failure of plant, equipment or processes to operate as anticipated; mine development and operating risks; accidents, labour disputes and other risks of the mining industry; delays in obtaining approvals or financing; risks related to indebtedness and the service of such indebtedness, as well as those factors, risks and uncertainties identified and reported in Aurelius' public filings under Aurelius' SEDAR profile at www.sedar.com. Although Aurelius has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. Accordingly, readers should not place undue reliance on forward-looking statements. There can be no assurance that such information will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. Forward-looking statements are made as of the date hereof and, accordingly, are subject to change after such date. Aurelius disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise unless required by law.
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