Aurion Resources Completes C$9.3 Million Private Placement with Strategic Investor

• Strategic investor purchased 11.06 million units at C$0.84 per unit for C$9,290,400 total consideration
• Investor holds 6.88% on non-diluted basis and 9.98% on partially-diluted basis after closing
• Each unit includes one common share and half warrant exercisable at C$1.08 within three years
• Minimum 75% of proceeds allocated to exploration and technical work on Risti project
• Four-month hold period applies to issued shares per securities law requirements

Aurion Resources Ltd. (TSXV: AU) is a Canadian precious metals exploration company that generates or acquires early-stage exploration opportunities and advances them through direct exploration or partnerships. The company focuses on its 100% owned Risti project and joint venture properties with B2Gold Corp., Kinross Gold Corporation and KoBold Metals Company in Finland, under CEO Matti Talikka's leadership.

Investment Structure and Terms

The strategic investor subscribed for 11,060,000 units at C$0.84 per unit through a non-brokered private placement. Each unit comprises one common share and one-half warrant, with full warrants exercisable at C$1.08 for three years from closing. The warrants include acceleration provisions under certain circumstances.

Following the transaction, the strategic investor holds approximately 6.88% of outstanding common shares on a non-diluted basis. On a partially-diluted basis assuming warrant exercise, the holding reaches approximately 9.98% of outstanding shares.

The investment was structured as a private placement without broker involvement. All securities issued are subject to applicable securities laws and cannot be offered or sold in the United States without registration or exemption compliance.

Investor Rights and Governance

The strategic investor and Aurion entered into an investor rights agreement granting specific rights contingent on maintaining certain ownership thresholds. The investor received participation rights in future equity financings and top-up rights to maintain pro rata ownership or acquire up to 9.99% ownership on a partially-diluted basis.

The agreement grants the strategic investor nomination rights for one director to Aurion's board. Should the board expand to eight or more directors, the investor may nominate two persons. The investor has indicated no present intention to exercise these nomination rights.

These rights remain in effect provided the strategic investor maintains specified ownership thresholds in the company. The agreement was executed concurrently with the private placement closing.

Proceeds Allocation and Project Focus

Aurion will allocate at least 75% of net proceeds to advance exploration and technical work programmes on the company's 100% owned Risti project. The remaining proceeds will support general corporate purposes and working capital requirements.

The Risti project represents Aurion's primary exploration asset with full ownership providing complete operational control. The project is located in Finland alongside the company's joint venture properties with established mining partners.

The funding supports continued exploration activities on Risti while maintaining the company's joint venture partnerships. These joint ventures involve B2Gold Corp., Kinross Gold Corporation and KoBold Metals Company across multiple Finnish properties.

Outlook

The strategic investment provides Aurion with capital to advance exploration programmes on its Risti project over the coming period. The investor rights agreement establishes a framework for potential future participation in company financings subject to ownership maintenance requirements.

The four-month hold period on issued shares expires in early January 2026, after which the strategic investor's shares become freely tradeable subject to applicable securities laws.