Aurion Resources Secures C$9.3 Million Private Placement

• Private placement of 11.06 million units at C$0.84 per unit with strategic investor
• Strategic investor to hold approximately 6.88% ownership (9.98% partially-diluted) upon closing
• Each unit includes one common share and half warrant exercisable at C$1.08 for three years
• Minimum 75% of net proceeds allocated to Risti project exploration and technical work
• Closing scheduled for approximately 3 September 2025, subject to regulatory approvals

Aurion Resources Ltd. (TSX-V: AU) is a Canadian exploration company focused on precious metals opportunities. The company's business model involves generating or acquiring early-stage exploration projects and advancing them through direct exploration or partnership arrangements. Aurion currently operates the Risti project as its primary focus whilst maintaining joint venture properties with B2Gold Corp., Kinross Gold Corporation and KoBold Metals Company in Finland.

C$9.3 Million Strategic Investment

The private placement involves the issuance of 11,060,000 units at C$0.84 per unit for total gross proceeds of C$9,290,400. The strategic investor will acquire approximately 6.88% of outstanding shares on a non-diluted basis following completion. Each unit comprises one common share and one-half warrant.

The warrant component provides additional capital potential, with each full warrant exercisable at C$1.08 for three years following closing. Warrant acceleration provisions apply under certain circumstances, though specific terms were not disclosed. The unit structure provides the strategic investor with immediate equity participation and future upside exposure.

The transaction represents a non-brokered private placement, indicating direct negotiation between Aurion and the strategic investor. Closing remains subject to TSX Venture Exchange acceptance and other regulatory approvals, with completion targeted for early September 2025.

Investor Rights Agreement and Corporate Governance

The strategic investor will receive specific rights through a concurrent investor rights agreement tied to maintaining certain ownership thresholds. These rights include participation in future equity financings and the ability to maintain pro rata ownership or acquire up to 9.99% ownership on a partially-diluted basis during subsequent issuances.

Board nomination rights allow the strategic investor to nominate one director to Aurion's board, with this increasing to two nominees if the board expands to eight or more directors. The strategic investor has indicated no present intention to exercise these nomination rights.

The rights structure includes standard anti-dilution provisions common in strategic investments. Participation rights in future financings provide the investor with ongoing access to maintain or increase their position as the company advances.

Risti Project Exploration Funding

Aurion has committed to allocating at least 75% of net proceeds to exploration and technical work programmes at the Risti project. The project represents Aurion's 100% owned flagship asset located in Finland. Specific exploration activities and timelines were not detailed in the announcement.

The funding allocation demonstrates management's focus on advancing the Risti project as the primary value driver. Finland provides an established mining jurisdiction with developed infrastructure and regulatory frameworks. The dedicated funding approach ensures exploration activities can proceed without near-term financing constraints.

Previous exploration work and current project status were not specified in the announcement. The substantial funding level indicates planned expansion of exploration activities compared to current programmes, though specific technical details remain undisclosed.

Next Steps and Timeline

The transaction is scheduled to close around 3 September 2025, pending TSX Venture Exchange acceptance and other required approvals. Following completion, Aurion will commence the planned exploration programmes at Risti using the designated proceeds.

The investor rights agreement becomes effective upon closing, establishing the framework for ongoing strategic investor participation. Warrant exercise periods begin following completion, providing potential additional capital over the three-year term subject to share price performance and investor decisions.

‍