Ms. Carolyn Muir reports

AURANIA ANNOUNCES CLOSING OF FIRST TRANCHE OF PRIVATE PLACEMENT

Further to Aurania Resources Ltd.'s news release dated April 3, 2025, it has closed the first tranche of its previously announced non-brokered private placement financing for up to five million units at a price of 30 cents per unit, for gross proceeds of up to $1.5-million. An aggregate of 3,182,899 units were sold under the first tranche for total gross proceeds of $954,869.70.

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 55 cents for a period of 24 months following the closing of the first tranche.

The company intends to use the net proceeds from the offering primarily for general working capital purposes and also may use such proceeds for the payment of any required mineral concession fees in Ecuador.

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. The company has the right to increase the size of the offering by up to 25 per cent and closing of the remaining tranche(s) of the offering is anticipated to be completed on or around April 24.

Related party transaction and early warning report

Dr. Keith Barron, chief executive officer and a director of the company, acquired one million units 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 (MI 61-101). 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 acquisition does not exceed 25 per cent of the company's market capitalization.

Prior to the acquisition, Dr. Barron owned or exercised control and direction over, 46,672,635 common shares, 1,752,992 options to purchase common shares and 11,399,135 warrants, representing 44.8 per cent and 50.99 per cent of the company's issued and outstanding common shares on a non-diluted and partially diluted basis, respectively. As at the date of the filing of Dr. Barron's most recent early warning report dated May 9, 2024, pursuant to the requirements of National Instrument 62-104 -- Take-Over Bids and Issuer Bids (NI 62-104) and National Instrument 62-103 -- The Early Warning System and Related Take-Over Bid and Insider Reporting Issues (NI 62-103), Dr. Barron owned or exercised control and direction over an aggregate of 41,915,710 common shares, 1,203,992 options and 11,621,357 warrants, representing 47.3 per cent and 53.9 per cent of the company's issued and outstanding common shares on an undiluted and partially diluted basis, respectively, as at the date of the prior report. Following the acquisition, Dr. Barron now owns or exercises control or direction over an aggregate of 47,672,635 common shares, 1,752,992 options and 12,399,135 warrants, representing 44.41 per cent and 50.88 per cent of the company's issued and outstanding common shares on an non-diluted and partially diluted basis, respectively, which represents greater than a 2-per-cent change in ownership percentage since the prior report.

In satisfaction of the requirements of NI 62-104 and NI 62-103, an early warning report respecting the acquisition of securities by Dr. Barron will be filed under the company's SEDAR+ profile. The head office of the company is located at 8 King St. East, suite 1800, Toronto, Ont., Canada, M5C 1B5.

The acquisition was completed for investment purposes. Depending on market and other conditions, Dr. Barron may from time to time in the future increase or decrease his ownership, control or direction over securities of the company, through market transactions, private agreements, or otherwise.

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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