Aurelian Resources Inc.
TSX VENTURE : ARU

Aurelian Resources Inc.

May 24, 2006 12:25 ET

Aurelian Resources Inc. Adopts Shareholder Rights Plan

TORONTO, ONTARIO--(CCNMatthews - May 24, 2006) - Aurelian Resources Inc. (TSX VENTURE:ARU), ("Aurelian" or the "Company") today announced that its Board of Directors has approved the adoption of a shareholder rights plan (the "Rights Plan") designed to encourage the fair and equal treatment of shareholders in connection with any take-over bid for the outstanding securities of the Company.

The Rights Plan is intended to provide the Board of Directors with adequate time to assess a take-over bid, to consider alternatives to a take-over bid as a means of maximizing shareholder value, to allow competing bids to emerge, and to provide Aurelian's shareholders with adequate time to properly assess a take-over bid without undue pressure. Aurelian's Board of Directors are not currently aware of any pending or threatened take-over bid for the Company. The Rights Plan is similar to plans adopted by other Canadian companies and ratified by their shareholders.

Under the terms of the Rights Plan, one right (a "Right") will be issued by Aurelian in respect of each outstanding Aurelian common share at the close of business today and in respect of each Aurelian common share issued thereafter (subject to the terms of the Rights Plan). The Rights issued under the Rights Plan become exercisable only if a person acquires or announces its intention to acquire 20% or more of the common shares of the Company without complying with the "permitted bid" provisions of the Rights Plan or without the approval of Aurelian's Board of Directors.

Should such an acquisition occur, Rights holders (other than the acquiring person or related persons) can purchase common shares of the Company at a substantial discount to the prevailing market price (as defined in the Rights Plan) at the time the Rights become exercisable.

"Permitted bids" under the Rights Plan must be made to all holders of Aurelian's common shares and must be open for acceptance for a minimum of 60 days. If at the end of 60 days at least 50% of the outstanding common shares other than those owned by the offeror and certain related parties have been tendered and not withdrawn, the bidder may take-up and pay for the shares but must extend the bid for a further 10 days to allow other shareholders to tender to the bid.

Although effective as of today, the Rights Plan is subject to ratification by Aurelian's shareholders at Aurelian's annual and special meeting of shareholders scheduled for June 21, 2006 and, if ratified, the Rights Plan must be confirmed at every third annual meeting thereafter. If not ratified within six months from today, the Rights Plan and all of the Rights outstanding at the time will terminate.

The Rights Plan is also subject to acceptance by the TSX Venture Exchange. A copy of the Rights Plan is available for viewing on SEDAR at www.sedar.com, and can also be obtained from Aurelian upon a written request.

About Aurelian:

Aurelian Resources Inc. is a publicly-listed (TSX-V:ARU) junior resource company engaged in the business of exploring for, with the ultimate goal of developing and producing, precious and/or base metals from its properties located in south-eastern Ecuador which consists of 38 mining concessions totalling approximately 95,000 hectares.

Forward Looking Statement:

Some of the statements contained herein may be forward-looking statements which involve known and unknown risks and uncertainties. Without limitation, statements regarding potential mineralization and resources, exploration results, and future plans and objectives of the Company are forward looking statements that involve various degrees of risk. The following are important factors that could cause the Company's actual results to differ materially from those expressed or implied by such forward looking statements: changes in the world wide price of mineral commodities, general market conditions, risks inherent in mineral exploration, risks associated with development, construction and mining operations, the uncertainty of future profitability and the uncertainty of access to additional capital.

THE TSX VENTURE EXCHANGE HAS NOT REVIEWED AND DOES NOT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

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