Mr. Jean-Paul Pallier reports

AURANIA ANNOUNCES EXPLORATION PLAN AND NON-BROKERED PRIVATE PLACEMENT OF UP TO C$4.0 MILLION

Aurania Resources Ltd. plans a 2024 exploration plan at its project in southeastern Ecuador. In conjunction with this, the company intends to complete a non-brokered private placement financing of up to 20 million units of the company at a price of 20 cents per unit for total gross proceeds to the company of up to $4-million.

Each unit will consist of one common share of the company and one common share purchase warrant. Each warrant will entitle the holder to purchase one common share at an exercise price of 45 cents per warrant share for a period of 24 months following the closing of the offering. Details about eligible finder's fees/warrants can be found below under the finders heading.

Exploration program

The company intends to focus its 2024 exploration program on the Kuri-Yawi epithermal gold target area. Kuri-Yawi is considered a high-priority target for further exploration and target refinement due to encouraging surface indications. During 2020 and 2021, nine scout holes were drilled to test the soil geochemistry anomalies along with a geophysical anomaly detected during the 2021 MobileMT survey. The results at that time showed intense and pervasive hydrothermal clay mineral alteration (illite with areas of kaolinite) and silica-carbonate veinlets exhibiting epithermal textures which are encouraging features consistent with proximity to an epithermal system.

A TerraSpect survey conducted in the field has shown the presence of typical epithermal alteration zonation coinciding with chalcedony veins and a low magnetic anomaly. A low magnetic anomaly can result from the demagnetization of the rock due to the hydrothermal alteration. Many sinter boulders are present in the vicinity of the Kuri-Yawi area.

The proposed exploration program and its timing is subject to the successful completion of the offering.

Finders

Subject to the approval of the TSX Venture Exchange, the company may pay finders' fees to certain eligible finders of up to 7 per cent in cash of the gross proceeds raised in the offering from subscribers introduced to the company by such finders and up to 7 per cent in finders warrants of the aggregate number of units placed by such finders. Each finder warrant will entitle the holder thereof to purchase one unit at the issue price and will be exercisable for a period of 24 months from the closing of the offering. Each finder warrant will comprise one common share and one warrant.

Additional details about the offering

The company reserves the right to increase the size of the offering by up to 25 per cent, such that up to an additional five million units may be issued to raise additional gross proceeds of up to $1-million.

Subscription procedure

Existing shareholders and other investors interested in subscribing to the offering should register their interest via e-mail to carolyn.muir@aurania.com.

Closing

Closing of the offering is anticipated to be completed on or about May 8, 2024, or such other date or dates that the company may determine and may close in tranches. Closing is subject to the receipt of all necessary regulatory approvals including (but not limited to) the receipt of approval from the TSX-V of the listing of the common shares and the warrant shares issuable upon the exercise of the warrants. The warrants are not eligible to be listed, and therefore will not be tradeable.

Debt settlement

Aurania's board of directors has approved a debt settlement arrangement with Dr. Keith Barron, the chief executive officer and a director of the company, whereby Dr. Barron will convert up to $1.0-million of the loans owed to him by the company into common shares at a price of 20 cents per common share. There are no warrants associated with the debt settlement. The company has elected to settle the indebtedness through the issuance of common shares to preserve cash and strengthen the company's balance sheet.

Hold period

The securities issued pursuant to the offering and the debt settlement shall be subject to a four-month plus one day hold period commencing on the day of the closing of the offering or the debt settlement, as applicable, under applicable Canadian securities laws. The offering and the debt settlement are subject to certain conditions including, but not limited to, the receipt of all necessary regulatory and other approvals including the approval of the TSX-V.

The company intends to use the net proceeds raised from the offering for exploration and target refinement at the Kuri-Yawi target area in Ecuador, and for general working capital purposes.

Insider participation

Certain directors and officers of the company are expected to acquire more than 25 per cent of the units under the offering and to participate in the debt settlement. Such participation will be considered to be a related-party transaction as defined under the policies of the TSX-V and Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions. The company anticipates relying on exemptions from the minority shareholder approval and formal valuation requirements applicable to the related-party transactions under sections 5.5(a) and 5.7(1)(a), respectively, of MI 61-101, as neither the fair market value of the units to be acquired or the participation in the debt settlement by the participating directors and officers nor the consideration to be paid by such directors and officers is anticipated to exceed 25 per cent of the company's market capitalization.

Qualified person

The geological information contained in this news release has been verified and approved by Aurania's vice-president, exploration, Jean-Paul Pallier, MSc. Mr. Pallier is a designated EurGeol by the European Federation of Geologists and a qualified person as defined by National Instrument 43-101, Standards of Disclosure for Mineral Projects of the Canadian Securities Administrators.

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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