Aurion Resources receives Notice from B2Gold of Offer to Acquire B2Gold's Joint Venture Interest; Aurion considering options regarding Right of First Refusal

ST. JOHN'S, NL, March 11, 2024 /CNW/ - Aurion Resources Ltd. (TSXV: AU) (OTCQX: AIRRF) ("Aurion" or the "Company") announces that it has received notice (the "Notice of Sale and Offer") from B2Gold Corp. ("B2Gold"), informing the Company that B2Gold has received an offer, from Rupert Resources Ltd. ("Rupert") to acquire B2Gold's 70% interest in the joint venture between B2Gold and Aurion ("the JV Company"), which owns properties located in the Central Lapland Greenstone Belt in northern Finland.

The Notice of Sale and Offer indicates that B2Gold and Rupert have entered into a letter agreement in respect of the Offer whereby, as consideration for the Ownership Interest, Rupert will issue to B2Gold 28,644,111 common shares of Rupert, implying a total value of C$102.8 million (based upon the market price of such shares as of March 8, 2024), in exchange for B2Gold's 70% interest in the JV Company. The transaction is conditional upon execution of a definitive agreement and investor rights agreement, completion of mutual due diligence and applicable regulatory approvals.

The Notice of Sale and Offer was provided to the Company pursuant to the Shareholders Agreement dated August 14, 2019, among B2Gold, Aurion and the JV Company (the "Shareholders Agreement"). Pursuant to the Agreement, Aurion holds a right of first refusal ("ROFR") with respect to the proposed sale by B2Gold of its interest in the JV Company. The ROFR provides Aurion with the right to acquire B2Gold's interest in the JV Company upon terms no less favorable than those offered by Rupert. Aurion has until May 9, 2024 to decide whether it will exercise its ROFR.

Aurion is evaluating the Notice of Sale and Offer and will update the market in due course.

Aurion Resources Ltd. (Aurion) is a well-funded, Canadian exploration company listed on the TSX Venture Exchange (TSX-V: AU) and the OTCQX Best Market (OTCQX: AIRRF). Aurion's strategy is to generate or acquire early-stage precious metals exploration opportunities and advance them through direct exploration by our experienced team or by business partnerships and joint venture arrangements. Aurion's current focus is exploring on its Risti project, as well as advancing its joint venture properties with B2Gold Corp. and Kinross Gold in Finland.

On behalf of the Board of Directors,
Matti Talikka, CEO

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.

SOURCE Aurion Resources Ltd.