Vancouver, British Columbia--(Newsfile Corp. - October 6, 2025) - Auranova Resources Inc. (the "Company") is pleased to announce that it has closed a non-brokered private placement through the issuance of 2,450,000 common shares in the capital of the Company (each, a "Common Share") at a price of $0.35 per Common Share for aggregate gross proceeds of $857,500 (the "Offering").
All securities issued pursuant to the Offering are subject to a hold period of four months plus a day from the date of issuance and the resale rules of applicable securities legislation.
In connection with the closing of the Offering, Timothy A. Young acquired an aggregate of 1,700,000 Common Shares in the capital of the Company. Prior to the completion of the Offering, Mr. Young beneficially owned and controlled 10,754,234 Common Shares in the capital of the Company and 3,975,000 Warrants, representing approximately 15.65% of the Company's issued and outstanding Common Shares on an undiluted basis and approximately 23.45% on a partially diluted basis. Upon completion of the Offering, Mr. Young beneficially owns and controls 12,454,234 Common Shares in the capital of the Company and 3,975,000 Warrants, representing approximately 17.50% of the Company's issued and outstanding Common Shares on an undiluted basis and approximately 21.86% on a partially diluted basis. Mr. Young may, depending on market and other conditions, or as future circumstances may dictate, increase or decrease some or all of the existing or additional securities he holds or will hold, or may continue to hold his current position.
The disclosure in this news release is being issued in accordance with National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issuers in connection with the filing of the Report on the Company's SEDAR+ profile at www.sedarplus.ca. A copy of the Report can be obtained by contacting Mr. Young at (403) 988-5556.
As a result of the Offering and the prior issuances of Common Shares by the Company, William Rand's ownership has decreased to less than 10% of the issued and outstanding Common Shares in the capital of the Company on an undiluted and partially diluted basis, which was the subject of the early warning report filed by Mr. Rand on December 31, 2024, pursuant to National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issuers.
The disclosure in this news release is being issued in accordance with National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issuers in connection with the filing of the early warning report on the Company's SEDAR+ profile at www.sedarplus.ca. A copy of the early warning report can be obtained by contacting Mr. Rand at (604) 512-4164.
The Offering constituted a related party transaction within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101") as insiders of the Company subscribed for an aggregate of 2,450,000 Common Shares pursuant to the Offering. The Company is relying on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(b) and 5.7(1)(a) of MI 61-101, as the Company is not listed on a specified market and the fair market value of the participation in the Offering by insiders does not exceed 25% of the market capitalization of the Company in accordance with MI 61-101. The Company did not file a material change report in respect of the related party transaction at least 21 days before the closing of the of the Offering, which the Company deems reasonable in the circumstances in order to complete the Offering in an expeditious manner.
This news release does not constitute an offer to sell or a solicitation of an offer to sell 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 "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
For further information, please contact:
Thomas Obradovich
Chief Executive Officer
Tel: (416) 985-7140
Caution Regarding Forward-Looking Information
This news release contains certain "forward-looking information" within the meaning of applicable securities law. Forward-looking information is frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate", "may", "will", "would", "potential", "proposed" and other similar words, or statements that certain events or conditions "may" or "will" occur. These statements are only predictions. Forward-looking information is based on the opinions and estimates of management at the date the information is provided, and is subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking information. For a description of the risks and uncertainties facing the Company and its business and affairs, readers should refer to the Company's Management's Discussion and Analysis. The Company undertakes no obligation to update forward-looking information if circumstances or management's estimates or opinions should change, unless required by law. The reader is cautioned not to place undue reliance on forward-looking information.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/269255
SOURCE: Auranova Resources Inc.
