Ms. Carolyn Muir reports

AURANIA ANNOUNCES NON-BROKERED PRIVATE PLACEMENT OF UP TO $1.5 MILLION

Aurania Resources Ltd. intends to complete a non-brokered private placement financing of up to 12.5 million units of the company at a price of 12 cents per unit for total gross proceeds to the company of up to $1.5-million. The company has reserved the right to increase the size of the offering by up to 25 per cent of the size of the offering, such that up to an additional 3,125,000 units may be issued to raise additional gross proceeds of up to $375,000.

Each unit will consist of one common share of the company and one common share purchase warrant. Each warrant will entitle the holder to purchase one common share at an exercise price of 25 cents per warrant share for a period of 24 months following the closing of the offering.

Use of proceeds

The company intends to use the net proceeds from the offering primarily for exploration programs and general working capital purposes, and a portion of such proceeds may also be used for the first payment of 2025 mineral concession fees in Ecuador.

Finders

In connection with the offering, the company may pay finders' fees to certain eligible finders of up to 7 per cent in cash of the gross proceeds raised in the offering from subscribers introduced to the company by such finders and up to 7 per cent in finder warrants of the aggregate number of units placed by such finders, subject to the approval of the TSX Venture Exchange. Each finder warrant will entitle the holder thereof to purchase one additional unit at the issue price and will be exercisable for a period of 24 months from the closing of the offering. Each finder warrant will comprise one common share and one warrant.

Subscription procedure

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

Closing and hold period

Closing of the offering is anticipated to be completed on or about Aug. 20, 2025, or such other date or dates that the company may determine and may close in tranches. Closing is subject to the receipt of all necessary regulatory approvals, including, but not limited to, the receipt of approval from the TSX-V for the listing of the common shares and the warrant shares issuable upon the exercise of the warrants.

The warrants are not eligible to be listed and therefore will not be tradable on the TSX-V. The securities issued pursuant to the offering shall be subject to a four-month-plus-one-day hold period commencing on the day of the closing of the offering, as applicable, under applicable Canadian securities laws. The offering 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-V.

Insider participation

Certain directors and officers of the company are expected to acquire units under the offering. 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 neither the fair market value of the units to be acquired by the participating directors and officers nor the consideration to be paid by such directors and officers is anticipated to 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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