Ms. Carolyn Muir reports

AURANIA ANNOUNCES CLOSING OF FINAL TRANCHE OF PRIVATE PLACEMENT

Aurania Resources Ltd. has closed the third and final tranche of its non-brokered private placement financing of up to 10,869,565 units of the company for gross proceeds of up to $5-million. The offering and the closing of the previous tranches were announced on March 13, 2023, March 23, 2023, and April 25, 2023.

An aggregate of 224,703 units were sold under the third tranche at a price of 46 cents per unit for third tranche gross proceeds of $103,363.52. An aggregate of 9,253,811 units have been sold under the offering for total gross proceeds of $4,256,753.20.

Each unit consists of one common share in the capital of the company and one common share purchase warrant. Each warrant entitles the holder to purchase one common share at an exercise price of 75 cents per warrant share at any time until the date which is 36 months from closing date of the applicable tranche of the offering.

The offering is subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the approval of the TSX Venture Exchange and the securities regulatory authorities. All securities issued and issuable in connection with the offering are subject to a hold period of four months plus one day from the date of issuance.

The company has used the net proceeds of the first and second tranches to pay concession fees and general and administrative expenses. The company expects to use the net proceeds from the third tranche for general working capital purposes.

Dr. Keith Barron, the chief executive officer, president, director, promoter and a significant shareholder of the company, subscribed for an aggregate of 7,413,236 units under the offering. Mr. Barron's participation in the offering constitutes a related party transaction within the meaning of Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions. The company is relying on an exemption from the formal valuation and minority shareholder approval requirements of MI 61-101 pursuant to Section 5.5(a) and Section 5.7(1)(a), as the fair market value of the insider's participation is not more than 25 per cent of the company's market capitalization.

About Aurania Resources Ltd.

Aurania is a mineral exploration company engaged in the identification, evaluation, acquisition and exploration of mineral property interests, with a focus on precious metals and copper in South America. Its flagship asset, The Lost Cities -- Cutucu project, is located in the Jurassic metallogenic belt in the eastern foothills of the Andes mountain range of southeastern Ecuador.

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