Aura Resources Inc. (TSX-V:AUU) (“Aura” or the “Company”) is pleased to announce the initiation of a non-brokered private placement to raise gross proceeds of a minimum of $500,000, comprising 8,333,333 units, and up to a maximum of $1,000,000, comprising 16,666,667 units, at $0.06 per unit (the “Offering”). Each unit consists of one common share of the Company and one-half common share purchase warrant. Each whole warrant entitles the holder to purchase one common share of the Company at a price of $0.10 per share for a period of 24 months following the date of issuance. Any securities issued under the Offering would be subject to a statutory hold period of four months and one day from the date of issuance. This Offering is subject to approval of the TSX Venture Exchange (“TSX-V”). The anticipated closing date of the Offering is July 29, 2020.
The Offering will be conducted by the Company utilizing the Existing Security Holder Prospectus Exemption under OSC Rule 45-501 Ontario Prospectus and Registration Exemptions and other equivalent provisions of applicable securities laws in other jurisdictions in Canada (collectively, the “Existing Security Holder Exemptions”) as well as the “accredited investor” exemption under National Instrument 45-106 Prospectus and Registration Exemptions and also other exemptions available to the Company.
The Company will make the Offering available to all shareholders of the Company as of July 3, 2020 (the “Record Date”) who are eligible to participate under the Existing Security Holder Exemptions and who have notified the Company by no later than July 24, 2020 at 5:00 pm (Eastern) of their intention to participate in the Offering. The Existing Security Holder Exemptions limit a shareholder to a maximum investment of $15,000 unless the shareholder certifies in the subscription agreement that he or she has obtained advice regarding the suitability of the investment from a registered investment dealer or otherwise qualifies to rely on another private placement exemption.
In the subscription agreement, shareholders will be required to certify the number of common shares of the Company held as of the record date and the total number of units they wish to subscribe for at the specified price of $0.06 per unit. Each existing shareholder on the record date will be entitled to purchase that number of units equal to at least their pro rata share based on the common shares owned on the record date, subject to a $2,500 minimum subscription. Any additional available units will be allocated by the Company based on subscriptions received and units available. Orders will be processed by the Company on a first come, first served basis such that it is possible that a subscription received from a shareholder may not be accepted by the Company if the Offering is over subscribed. Any person who becomes a shareholder of the Company after the Record Date shall not be entitled to participate in the Offering under the Existing Security Holders Exemptions.
The aggregate proceeds raised under the Offering will be used for exploration expenditures related to the Gold Chain, Arizona project; the Jefferson Canyon, Nevada project; the Tip Top Gold, Nevada project (subject to completion of the proposed Territory Metals Corp. acquisition, see press release dated June 4, 2020); and, for working capital and general corporate purposes.
It is anticipated that officers and directors of the Company will participate in the Offering. Aura may pay commissions to finders in Canada in connection with the Offering. Any finder fees paid would be in accordance with TSX-V policies.
Completion of the Offering is a condition for closing of the Territory Metals Corp. acquisition in accordance with TSX-V policies.
The offered securities will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) and may not be offered or sold within the United States or to or for the account or benefit of U.S. persons, except in certain transactions exempt from the registration requirements of the U.S. Securities Act. This press release does not constitute an offer to sell, or the solicitation of an offer to buy, securities of the Company in the United States.
Additionally, the Company announces that it will settle certain outstanding payables in a total amount of $107,500 with the issuance of 1,791,667 common shares of the Company at a deemed value of $0.06 per common share. This balance relates to amounts payable for accrued compensation to the Company’s Chief Executive Officer and Chief Financial Officer. These share for debt transactions remain subject to TSX-V approval.
Rebranding and Proposed Name Change
The Company also announces that it will rebrand and expects to change its name to Gold79 Mines Ltd. following the closing of the Territory Metals Corp. acquisition.
Aura is a TSX Venture listed company engaged in the acquisition, exploration and development of precious metal prospects in Arizona, USA (Gold Chain project, subject to an option to earn a 100% interest), in Nevada, USA (Jefferson Canyon project, subject to an option to earn 100%), in Nunavut, Canada (37.6% interest in the Greyhound project under operation by our partner, Agnico Eagle Mines Limited), and, in Oaxaca, Mexico (20% owned Taviche project, operated by Minaurum Gold Inc.). Aura currently has 32,860,128 common shares outstanding prior to any shares to be issued under the Offering or any shares proposed to be issued under share for debt transactions.
For further information regarding this press release contact: Robert Johansing, President and CEO at (805)455-4775 or by e-mail at firstname.lastname@example.org. Aura’s web site is located at www.aurasilver.com.
This press release may contain forward looking statements that are made as of the date hereof and are based on current expectations, forecasts and assumptions which involve risks and uncertainties associated with our business including the private placement financing activities of the Company, the shares for debt transactions, the uncertainty as to whether further exploration will result in the target(s) being delineated as a mineral resource, capital expenditures, operating costs, mineral resources, recovery rates, grades and prices, estimated goals, expansion and growth of the business and operations, plans and references to the Company’s future successes with its business and the economic environment in which the business operates. All such statements are made pursuant to the ‘safe harbour’ provisions of, and are intended to be forward-looking statements under, applicable Canadian securities legislation. Any statements contained herein that are statements of historical facts may be deemed to be forward-looking statements. By their nature, forward-looking statements require us to make assumptions and are subject to inherent risks and uncertainties. We caution readers of this news release not to place undue reliance on our forward-looking statements as a number of factors could cause actual results or conditions to differ materially from current expectations. Please refer to the risks set forth in the Company’s most recent annual MD&A and the Company’s continuous disclosure documents that can be found on SEDAR at www.sedar.com. Aura does not intend, and disclaims any obligation, except as required by law, to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.
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.