Mr. Matthew Wood reports

ARANJIN RESOURCES ANNOUNCES CLOSING OF PRIVATE PLACEMENT AND DEBT SETTLEMENT

Aranjin Resources Ltd. has closed its previously announced non-brokered private placement, raising total gross proceeds of $230,400 through the issuance of 2.88 million units, at a price of eight cents per unit. Each unit consists of one common share of the company and one common share purchase warrant. Each warrant entitles the holder to purchase one common share of the company at a price of 10.5 cents at any time on or before that date that is 24 months after issuance.

The company intends to use the net proceeds received from the sale of the units to maintain the company's projects in South Australia and Mongolia, and for general working capital. The company did not pay any finders' fees in relation to the offering.

The company further announces that it has closed its previously announced debt settlements with certain arm's-length and non-arm's-length creditors. Pursuant to the debt settlement, the company has settled an aggregate amount of $349,423 in debt in consideration for which it issued an aggregate of 4,367,788 common shares of the company at a deemed price of eight cents per share. In relation to the debt settlement, the company also issued 1,891,538 warrants. Each warrant entitles the holder to purchase one common share of the company at a price of 10.5 cents at any time on or before that date that is 24 months after the date of issuance.

All securities issued and sold under the offering and issued in relation to the debt settlement are subject to a hold period expiring four months and one day after the date of issuance in accordance with applicable securities laws and the policies of the TSX Venture Exchange. The offering and debt settlement remain subject to the final approval of the TSX-V.

Related party transaction

In connection with the debt settlement, certain insiders of the company were issued an aggregate of 2,641,538 shares and 1,891,538 warrants. The acquisition of the shares and warrants by insiders in connection with the debt settlement is considered a related party transaction pursuant to Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions, requiring the company, in the absence of exemptions, to obtain a formal valuation for, and minority shareholder approval of, the related party transaction. The company is relying on an exemption from the formal valuation requirements of MI 61-101 available because no securities of the company are listed on specified markets, including the TSX-V, the New York Stock Exchange, the American Stock Exchange, the Nasdaq Stock Market, or any stock exchange outside of Canada and the United States, other than the alternative investment market of the London Stock Exchange or the PLUS markets operated by PLUS Markets Group PLC. The company is also relying on the exemption from minority shareholder approval requirements set out in MI 61-101 as the fair market value of the participation in the debt settlement by the insiders does not exceed 25 per cent of the market capitalization of the company, as determined 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 debt settlement as the company wished to close the debt settlement in an expeditious manner.

Early warning disclosure

Pursuant to the offering, on April 9, 2025, Tsagaachin Bayan Nuur LLC (TBN), of Bella Vista 400-1801, Khan Uul District 11, Ulaanbaatar, Mongolia, acquired 2.88 million units at a price of eight cents per unit for total consideration of $230,400. Each unit consists of one common share and one warrant, with each warrant exercisable into an additional common share of the company at 10.5 cents per share for 24 months from the date of issuance. Prior to the offering and debt settlement, TBN held 80,300 common shares, or approximately 0.73 per cent of the company's issued and outstanding shares.

The warrants issued to TBN in the offering contain a provision that the entity is not able to exercise such number of the warrants as would result in TBN holding more than 19.99 per cent of the issued and outstanding shares of the company, without first obtaining disinterested shareholder approval, as required by the policies of the TSX-V.

Following the offering and the debt settlement, TBN holds 2,960,300 common shares and 2.88 million warrants, representing approximately 16.17 per cent of the company's then issued and outstanding shares, on an undiluted basis, or approximately 27.56 per cent of the company's then issued and outstanding shares, on a partially diluted basis, subject, however, to TBN being precluded from exercising warrants that would result in TBN holding more than 19.99 per cent of the issued and outstanding shares of the company, without the company first obtaining disinterested shareholder approval.

Pursuant to the debt settlement, on April 9, 2025, Matthew Wood, a director of the company, through Mongolia Wealth Management Pty. Ltd., of 536 Glover Rd., Manapouri Queensland, Australia, 4361, acquired 1,891,538 common shares, at a deemed price of eight cents per share, and 1,891,538 warrants of the company, in settlement of $141,323 bona fide debt. Each warrant is exercisable into one additional common share at a price of 10.5 cents per share for a period of 24 months from the date of issuance. Prior to the debt settlement and the offering, Mr. Wood held, directly and indirectly, 514,832 common shares and 250,000 warrants of the company, representing approximately 4.65 per cent of the company's issued and outstanding shares on an undiluted basis, or approximately 6.76 per cent of the company's issued and outstanding shares, on a partially diluted basis.

The warrants issued to Mongolia Wealth in the debt settlement contain a provision that the entity is not able to exercise such number of the warrants as would result in Mr. Wood holding more than 19.99 per cent of the issued and outstanding shares of the company, without first obtaining disinterested shareholder approval and TSX-V approval, as required by the policies of the TSX-V.

As a result of the debt settlement, Mr. Wood holds, directly and indirectly, 2,406,370 common shares of the company and 2,141,538 share purchase warrants, representing approximately 13.14 per cent of the company's then issued and outstanding shares, following the debt settlement and the offering, on an undiluted basis, or approximately 22.23 per cent of the company's then issued and outstanding shares on a partially diluted basis, subject, however, to Mongolia Wealth being precluded from exercising warrants that would result in Mr. Wood holding more than 19.99 per cent of the issued and outstanding shares of the company, without the company first obtaining disinterested shareholder approval and TSX-V approval.

Mr. Wood and TBN acquired the securities of the company for investment purposes, and either may, depending on market and other conditions, increase or decrease their beneficial ownership of the company's securities, whether in the open market, by privately negotiated agreements or otherwise, subject to a number of factors, including general market conditions, and other available investment and business opportunities. The disclosure respecting Mr. Wood and TBN's securityholdings contained in this news release is made pursuant to National Instrument 62-103, The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, and National Instrument 62-104, Take-Over Bids and Issuer Bids, and an early warning report respecting each of the above acquisitions will be filed with the applicable securities regulatory authorities and will be available for viewing under the company's profile on SEDAR+.

We seek Safe Harbor.