Dr. Keith Barron reports

AURANIA ANNOUNCES INCREASE IN SIZE OF DEBT SETTLEMENT TO C$2.07 MILLION

Further to the news release of April 17, 2024, Aurania Resources Ltd. intends to increase the size of the debt settlement arrangement with Dr. Keith Barron, the chief executive officer and a director of the company, whereby Dr. Barron will convert up to $2.0-million of the loans plus interest thereon of $72,165, for an aggregate amount of $2,072,165 owed to him by the company into common shares at a price of 20 cents per common share. The debt relates to promissory notes of the company in respect of loans by Dr. Barron for the purpose of providing cash resources to the company. The company has elected to settle the indebtedness through the issuance of common shares to preserve cash and strengthen the company's balance sheet. There are no other changes to the terms of the debt settlement, as announced on April 17, 2024.

Closing

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

Insider participation

Certain directors and officers of the company are expected 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 the fair market value of the participation in the debt settlement will not exceed 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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