Dr. Keith Barron reports

AURANIA CLOSES OVERSUBSCRIBED PRIVATE PLACEMENT

Further to the news releases dated Aug. 1, 2025, and Aug. 5, 2025, Aurania Resources Ltd. has closed an oversubscribed non-brokered private placement financing. Total gross proceeds of $1,906,355.76 were raised through the issuance of 15,886,298 units of the company at a price of 12 cents per unit.

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

In connection with the offering, the company paid aggregate finders' fees consisting of: (i) $5118.40 in cash; and (ii) 42,653 compensation warrants to eligible finders. Each compensation warrant entitles the holder to acquire one additional unit at a price of 12 cents per unit for a period of 24 months from the date of issuance. Each unit issuable upon exercise of a compensation warrant is composed of one common share and one warrant. Each such warrant entitles the holder to acquire one warrant share at a price of 25 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 exploration programs and general working capital purposes, and a portion of the proceeds will be allocated for the first payment of 2025 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 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 5,741,666 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). 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.

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.

We seek Safe Harbor.