Dr. Keith Barron reports

AURANIA ANNOUNCES CLOSING OF PRIVATE PLACEMENT

Aurania Resources Ltd. has closed the second and final tranche of its non-brokered private placement financing as previously announced on Nov. 25, 2024, and Dec. 13, 2024. An aggregate of 3,747,243 units were sold under the offering at a price of 45 cents per unit for aggregate gross proceeds of $1,686,259.35.

Under the second tranche, 1,020,744 units were sold at the issue price for total gross proceeds of $459,334. No fees were paid to finders in connection with the closing of the second tranche.

Each unit is composed of 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 per warrant share for a period of 24 months following the closing date of the applicable tranche of the offering when such warrants were issued.

The company plans to prioritize exploration in France and intends to allocate the majority of the net proceeds raised from the offering primarily to exploration activities there, including impact studies, as well as for general working capital purposes. The company may also conduct exploration programs in Ecuador depending on the capital requirements of the company's exploration activities.

The company also completed its previously announced debt settlement transaction, as announced on Nov. 25, 2024. Pursuant to the debt settlement, the company issued an aggregate of 3,868,036 common shares to Dr. Keith Barron, the chief executive officer and a director of the company, in settlement of $1,652,168.75 of loans plus interest thereon for an aggregate amount of $1,740,616.36 owed to him by the company, at a price of 45 cents per common share. The debt related to a promissory note of the company in respect of a loan previously supplied by Dr. Barron for the purpose of providing cash resources to the company. The company had elected to settle the indebtedness through the issuance of common shares to preserve cash and strengthen Aurania's balance sheet.

The offering and the debt settlement are 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 and the debt settlement are subject to a hold period of four months plus one day from the date of issuance.

Dr. Barron's acquisition of 3,868,036 common shares pursuant to the debt settlement constitutes 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 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 debt settlement 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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