Mr. Michael Hopley reports

ALPHA EXPLORATION LTD. ANNOUNCES CLOSING OF SECOND TRANCHE OF PRIVATE PLACEMENT FINANCING

On April 10, 2024, Alpha Exploration Ltd. closed the second tranche of its previously announced non-brokered private placement of units in the capital of the corporation of up to $7-million at a purchase price of 70 cents per unit for aggregate gross proceeds of $2,670,090.60, bringing the total proceeds raised under the offering to $6,850,090.60. The principal use of the proceeds of the offering will be for financing continuing exploration work on the Kerkasha project in Eritrea, operating and administrative expenses, working capital, and general corporate purposes.

Each unit is composed of one ordinary share in the capital of the corporation and one-half of one ordinary share purchase warrant. The warrants are subject to a warrant indenture between the corporation and Odyssey Trust Company. Each whole warrant entitles the holder to purchase one ordinary share for a period of 24 months following the date of issuance at an exercise price of $1.05, subject to the warrant indenture.

The ordinary shares and warrants issued in connection with the offering and the ordinary shares underlying the warrants are subject to a statutory hold period of four months plus one day from the date of completion of the offering in accordance with applicable securities legislation.

Certain insiders of the corporation (as such term is defined under the policies of the TSX Venture Exchange) may participate in the offering. The participation of insiders in the offering would constitute a related-party transaction within the meaning of Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). The corporation intends on relying upon exemptions from the formal valuation and minority approval requirements of MI 61-101 based on a determination that the fair market value of the offering, insofar as it involves the related parties, will not exceed $2.5-million.

The TSX Venture Exchange provided conditional acceptance of the offering on Nov. 17, 2023, and provided conditional acceptance of the upsize of the offering on April 3, 2024.

We seek Safe Harbor.