Dr. Keith Barron reports

AURANIA SHAREHOLDERS APPROVE ALL RESOLUTIONS AT ANNUAL AND SPECIAL MEETING

Aurania Resources Ltd.'s shareholders have approved all resolutions at the company's annual and special meeting, which was held on June 14, 2023.

At the meeting, shareholders approved the financial statements for the year ended Dec. 31, 2022, and the report of the auditor thereon, the appointment of an auditor, election of directors, amendments to the company's restricted stock unit plan and the company's incentive stock option plan for the coming year. Details of these matters are disclosed in the management information circular for the meeting dated May 2, 2023, and posted under the company's profile on SEDAR and on the company's corporate website. The formal part of the meeting was followed by an update from Aurania's president and chief executive officer, Dr. Keith Barron. A summary of Dr. Barron's update will be provided in the coming days.

The company also announces that its chairman, president and chief executive officer, Dr. Barron, completed a loan of $2-million to the company. The loan is unsecured, bears interest at 2 per cent per annum, and matures upon notice of 12 months and one day from the lender. The loan will help finance the company's working capital and general corporate purposes, as well as any exploration expenses in Ecuador.

Dr. Barron is a related party of the company by virtue of the fact that he is the chairman, the president and chief executive officer, a promoter, and a principal shareholder of the company, and as a result, each of the loan constitutes a related-party transaction for the purposes of Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). The company is relying upon an exemption from the formal valuation and minority shareholder approval requirements under MI 61-101 in respect of the related-party transactions, in reliance on sections 5.5(a) and 5.7(1) of MI 61-101, respectively, as the fair market value of the related-party transaction, collectively, does not exceed 25 per cent of the company's market capitalization, as determined in accordance with MI 61-101. The company did not file a material change report related to the loan more than 21 days before the expected closing of the loan as required by MI 61-101, as the company required the funds from closing on an expedited basis for sound business reasons.

The loan and the insider participation were approved by the members of the board of directors of the company who are independent for purposes of the related-party transactions, being all directors other than Dr. Barron. No special committee was established in connection with the loan and the insider participation, and no materially contrary view or abstention was expressed or made by any director of the company in relation thereto.

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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