Ms. Carolyn Muir reports

AURANIA CLOSES PRIVATE PLACEMENT WITH TOTAL GROSS PROCEEDS OF C$1.72M

Aurania Resources Ltd., further to its news release dated April 17, 2025, and its news release dated April 3, 2025, has closed the second and final tranche of its non-brokered private placement financing. An aggregate of 2,569,022 units of the company were sold under the second tranche at a price of 30 cents per unit for total gross proceeds of $$770,706.87. Together with the first tranche of the offering, which closed on April 17, 2025, and pursuant to which $954,869.70 was raised through the sale of 3,182,899 units, the company has now completed the offering for total gross proceeds of $1,725,576.57 through the issuance of 5,751,921 units.

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 55 cents for a period of 24 months following the closing of the date of issuance.

In connection with the second tranche, the company paid a finders' fees consisting of: (i) $525 in cash; and (ii) 1,750 compensation warrants. Each compensation warrant entitles the holder to acquire one unit at a price of 30 cents per unit for a period of 24 months from the date of issuance. Each unit issuable upon exercise of a compensation warrant comprises one common share and one warrant. Each such warrant entitles the holder to acquire one warrant share at a price of 55 cents per warrant share for a period of 24 months from the date of issuance of the compensation warrant.

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 offering 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 second tranche of the offering are subject to a four-month-plus-one-day hold period commencing on the date of issuance.

Related party transactions

Dr. Keith Barron, chief executive officer and a director of the company, acquired one million units under the first tranche and two million units under the second tranche, for a total of three million units under the offering, and Thomas David Ullrich, a director of the company, acquired 75,000 units under the offering. The acquisitions constitute 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 acquisitions do 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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