Ms. Carolyn Muir reports

AURANIA ANNOUNCES CLOSING OF FIRST TRANCHE OF PRIVATE PLACEMENT

Aurania Resources Ltd., further to its news release dated Nov. 25, 2024, has closed the first tranche of its previously announced non-brokered private placement financing for up to 8,888,888 units at a price of 45 cents per unit, for gross proceeds of up to $4-million, subject to the right of the company to increase the size of the offering by up to 25 per cent. An aggregate of 2,726,499 units were sold under the first tranche for total gross proceeds of $1,226,924.55.

Each unit comprises one common share 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 for a period of 24 months following the closing of the first tranche.

The company intends to use the net proceeds raised from the offering for exploration in France, including impact studies and exploration programs at key targets in Ecuador, and for general working capital purposes.

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

In connection with the closing of the first tranche, the company paid commissions to certain finders of an aggregate of $4,536 in cash and 10,080 non-transferable finders' warrants. Each finder's warrant entitles the holder thereof to purchase one unit at the issue price and is exercisable for a period of 24 months from the closing of the first tranche.

The closing of the first tranche is subject to the receipt of all necessary regulatory approvals, including the final approval of the TSX Venture Exchange. All securities issued and issuable pursuant to the first tranche of the offering are subject to a four-month-plus-one-day hold period commencing on the date of issuance. Closing of the remaining tranches of the offering is anticipated to be competed prior to the end of the year.

Dr. Keith Barron, chief executive officer and a director of the company, acquired 888,889 under the offering. The acquisition constitutes a related party transaction as defined under the policies of the TSX Venture Exchange and Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The company is 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 offering does 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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