Mr. Sam Pazuki reports

AUMEGA METALS CLOSES THE FIRST TRANCHE OF PRIVATE PLACEMENT FINANCING

Aumega Metals Ltd. has closed the first tranche of the previously announced financing.

Under the tranche 1 placement, the company issued an aggregate of 131,152,889 ordinary shares to institutional, professional and accredited investors consisting of : (i) 9,259,259 new shares at a price of five cents (5.4 Australian cents) per share; and (ii) 121,893,630 new shares that constitute flow-through shares as defined in Subsection 66(15) of the Income Tax Act (Canada) at a price of 6.825 cents (7.408 Australian cents) per share for aggregate gross proceeds of $8.77-million (tranche 1 placement).

Of the new shares issued under the tranche 1 placement, 78,808,211 were issued under the company's available placement capacity under ASX Listing Rule 7.1 and 52,344,678 were issued under the company's available placement capacity under ASX Listing Rule 7.1A. Of the new shares issued under the tranche 1 placement, 76.2 million were placed on the TSX Venture Exchange and 54,952,889 were placed on Australian Securities Exchange.

The closing of the second tranche of the financing is subject to shareholder approval at a special shareholder meeting scheduled for Dec. 4, 2024, at 10 a.m. Australia Western Standard Time (AWST). The tranche 2 placement involves the issuance of 129,535,778 ordinary shares for aggregate gross proceeds of $7.34-million.

Of the tranche 2 placement, 108,199,667 shares will be placed on the TSX-V and 21,336,111 shares will be placed on the ASX. The expected closing date of the tranche 2 placement is expected within five days of receipt of shareholder approval.

Certain directors and officers of the company are participating in the tranche 2 placement, making it a related party transaction as defined under Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The tranche 2 placement will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of any shares issued to or the consideration paid by such persons will not exceed 25 per cent of the company's market capitalization.

The proceeds from the financing will be used primarily to advance the company's exploration program in Newfoundland and Labrador, which is expected to include the company's largest drill program in the last three years of up to 20,000 metres, with an aim to grow the existing mineral resource and discovery at the highly prospective Bunker Hill project. Additionally, the company will continue to invest in early-stage exploration activities to further define and advance new and existing targets at Hermitage and Malachite. Finally, proceeds from the financing will also be used for working capital and general corporate purposes.

All securities will be subject to a hold period in Canada of four months plus one day from the date of issuance and rules on the resale of the securities in Canada will apply in accordance with applicable Canadian securities laws. The hold period for the new shares sold in the tranche 1 placement ends on March 1, 2025. Securities issued to non-Canadian investors for trading on ASX will be freely tradable.

Aumega paid aggregate finders' fees and lead manager fees of approximately $555,000 to certain finders and to the Australian lead manager in connection with the tranche 1 placement.

The tranche 1 and tranche 2 placements remain subject to certain conditions, including, but not limited to, the receipt of final approval from the TSX-V. Additionally, the tranche 2 placement is subject to certain conditions, including, but not limited to, receipt of shareholder approval under ASX listing rules 7.1 and 10.11 (in relation to the director participation).

Tranche 2 placement timelines

The timetable for the tranche 2 placement is captured by the attached table. The timetable remains subject to change at the company's discretion, subject to compliance with applicable laws and both the TSX-V and ASX listing rules.

About Aumega Metals Ltd.

Aumega Metals is utilizing best-in-class exploration methodologies to explore on its district-scale land package that spans 110 kilometres along the Cape Ray shear zone, a significant underexplored geological feature recognized as Newfoundland, Canada's largest identified gold structure. This zone currently hosts Calibre Mining's Valentine gold project, which is the region's largest gold deposit (greater than five million ounces), along with Aumega's expanding mineral resource.

The company is supported by a diverse shareholder registry of prominent global institutional investors and strategic investment from B2Gold Corp., a leading, multimillion-ounce-a-year gold producer.

Additionally, Aumega holds a 27-kilometre stretch of the highly prospective Hermitage flexure and has also secured an option agreement for the Blue Cove copper project in southeastern Newfoundland, which exhibits strong potential for copper and other base metals.

Aumega's Cape Ray shear zone hosts several dozen high-potential targets, along with its existing defined gold mineral resource of 6.1 million tonnes of ore grading an average of 2.25 grams per tonne, totalling 450,000 ounces of indicated resources, and 3.4 million tonnes of ore grading an average of 1.44 grams per tonne, totalling 160,000 ounces in inferred resources.

Aumega acknowledges the financial support of the junior exploration assistance program, Department of Industry, Energy and Technology, provincial government of Newfoundland and Labrador, Canada.

We seek Safe Harbor.