Aura Announces Private Placement and Equity Financing for Debt Transactions / Rebranding and Name Change to Gold79 Mines Ltd.

Ottawa, Ontario – (Newsfile Corp. – July 6, 2020) – Aura Resources Inc. (TSXV: AUU) (“Aura” or the “Company”) is pleased to announce the launch of a private placement with no gross proceeds of ” a minimum of $ 500,000, comprising 8,333,333 units, and a maximum of $ 1,000,000, comprising 16,666,667 units, at $ 0.06 per unit (the “Offer”). Each unit consists of one common share of the Company and one half common share purchase warrant. Each entire warrant entitles its 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 issue. All the securities issued under the Offer would be subject to a legal holding period of four months and one day from the date of issue. This offering is subject to the approval of the TSX Venture Exchange (“TSX-V”). The expected closing date of the offering is July 29, 2020.

The Offering will be conducted by the Company using the Existing Securityholder 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 Securityholder Exemptions”) as well as the “Accredited Investor” exemption under NI 45-106 Prospectus and registration exemptions as well as other exemptions available to the Company.

The Company will make the Offer available to all shareholders of the Company as of July 3, 2020 (the “Registration Date”) who are eligible to participate under the Exemptions of existing security holders and who have notified the Company no later than July 24, 2020 at 5:00 p.m. (Eastern Time) of their intention to participate in the Offering. Existing securityholder exemptions limit a shareholder to a maximum investment of $ 15,000, unless the shareholder certifies in the subscription agreement that they have obtained advice regarding the suitability of the investment from a registered investment dealer or is otherwise eligible 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 on the registration date and the total number of units they wish to subscribe at the specified price of $ 0.06 per unit. Each shareholder existing on the date of registration will have the right to purchase a number of units equal at least to his proportional share according to the ordinary shares held on the date of registration, subject to a minimum subscription of 2,500 $. Any additional available units will be allocated by the Company on the basis of subscriptions received and available units. Orders will be processed by the Company on a first come, first served basis, so it is possible that a subscription received from a shareholder will not be accepted by the Company if the Offer is oversubscribed. Any person who becomes a shareholder of the Company after the Registration Date will not be entitled to participate in the Offer under the Existing Security Holders Exemptions.

The total proceeds raised in connection with the offering will be used for exploration expenses related to the Gold Chain project in Arizona; the Jefferson Canyon project, Nevada; the Tip Top Gold project, Nevada (subject to the completion of the proposed acquisition of Territory Metals Corp., see press release dated June 4, 2020); and, for working capital and general corporate purposes.

It is expected that the officers and directors of the Company will participate in the offering. Aura may pay commissions to discoverers in Canada in connection with the offering. Any finder’s fees paid would be in accordance with the policies of the TSX Venture Exchange.

Completion of the Offering is a condition to the closing of the acquisition of Territory Metals Corp. in accordance with the policies of the TSX Venture Exchange.

The securities offered will not be registered under the United States Securities Act of 1933, as amended (the “US Securities Act”) and may not be offered or sold in the United States or to or on behalf of or for the benefit of any person. United States, except in certain transactions exempt from the registration requirements of the US Securities Act. This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities of the Company in the United States.

In addition, the Company announces that it will settle certain unpaid debts for 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 the amounts payable as compensation accrued to the Chief Executive Officer and the Chief Financial Officer of the Company. These debt trading actions remain subject to the approval of the TSX Venture Exchange.

Rebranding and proposed name change

The Company also announces that it will change its name and plans to change its name to Gold79 Mines Ltd. following the closing of the acquisition of Territory Metals Corp.

About Aura

Aura is a TSX Venture listed company engaged in the acquisition, exploration and development of precious metals prospects in Arizona, United States (Gold Chain project, subject to an option to acquire ‘a 100% stake), Nevada, United States (Jefferson Canyon project, subject to a 100% gain option), Nunavut, Canada (37.6% interest in the Greyhound project operated 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 Offer or any proposed Shares to be issued under Shares for Debt Transactions.

For more information on this press release, contact: Robert Johansing, President and CEO at (805) 455-4775 or by email at [email protected] Aura’s website is located at www.aurasilver.com.

FORWARD-LOOKING STATEMENTS:

This press release may contain forward-looking statements made as of the date hereof and based on current expectations, forecasts and assumptions that involve risks and uncertainties associated with our business, including the private placement financing activities of the Company, actions for debt transactions, uncertainty as to whether further exploration will result in delineation of targets as mineral resources, capital expenditures, operating costs, mineral resources, recovery rates, grades and prices, estimated targets, expansion and growth of the business and operations, plans and references to the future success of the Company with its business and the economic environment in which l business is evolving. All of these statements are made in accordance with the “Safe Harbor” provisions and are deemed to be forward-looking statements under applicable Canadian securities legislation. All statements contained in this document that are statements of historical fact can be considered as 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 press 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 out in the Company’s most recent annual MD&A and the Company’s continuous disclosure documents which can be viewed on SEDAR at www.sedar.com. Aura does not intend and disclaims any obligation, except as required by law, to update or revise 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.

DO NOT RELEASE OR DISTRIBUTE IN THE UNITED STATES OR
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To view the source version of this press release, please visit https://www.newsfilecorp.com/release/59121

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