Mr. Rasool Mohammad reports

ARYA RESOURCES CLOSES FLOW-THROUGH FINANCING

Further to Arya Resources Ltd.'s news release dated June 9, 2025:

• It has closed the flow-through tranche of its private placement originally announced April 29, 2025, and updated May 15, 2025 (the first placement), issuing 3,846,154 flow-through shares at a price of 13 cents each for gross proceeds of $500,000.02.
• The oversubscription of flow-through shares announced June 9, 2025, will proceed as a new private placement (the second placement) of 866,666 flow-through shares at a price of 15 cents per share for gross proceeds of approximately $130,000. The completion of the second placement remains subject to the approval of the TSX Venture Exchange.

In total, the first placement raised aggregate gross proceeds of $1,010,000.02, through the issue of 5.1 million non-flow-through units (for terms, see news release dated April 29, 2025) at a price of 10 cents each, which closed on June 3, 2025, and the above mentioned 3,846,154 flow-through shares at a price of 13 cents each. Aggregate finder fees for the first placement amounted to $49,875.63 in cash, and 432,120 finder warrants exercisable to purchase a common share of the company at a price of 25 cents for a period of two years from the respective dates of issue. All securities issued are subject to a hold period until the date that is four months plus one day after the respective dates of issue.

Insider participation

Directors and officers of the company subscribed for a total of 1.5 million units in the first placement, with the associated 1.5 million common shares representing approximately 4.02 per cent of the 37,303,163 issued and outstanding common shares on closing, and assuming the deemed exercise of the associated 1.5 million warrants would then represent three million common shares or approximately 7.73 per cent of the 38,803,163 common shares that would then be issued and outstanding as of closing.

The insider participation in the private placement constitutes a related party transaction under the policies of the TSX Venture Exchange and Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions (MI 61-101), and the company is relying upon the exemptions from the formal valuation and minority shareholder approval requirements contained in sections 5.5(a), (b) and (c), and 5.7(1)(a) and (b), respectively, of MI 61-101 on the basis that neither the fair market value of the subject matter nor of the consideration for the transaction, insofar as it involves related parties, exceeds 25 per cent of the issuer's market capitalization; that no securities of the company are listed or quoted on certain exchanges or markets specified in MI 61-101; and that the transaction involves a distribution of securities for cash. For the purposes of certain of those exemptions, neither the company, nor to the knowledge of the company after reasonable inquiry, the related parties, has knowledge of any material information concerning the company or its securities that has not been generally disclosed.

Use of proceeds

• Flow-through proceeds will directly finance exploration work on Arya's Saskatchewan-based mineral projects, including its flagship Wedge Lake gold project, where the company holds full permits to commence drilling as announced in its March 19, 2025, news release.
• Non-flow-through proceeds will be allocated to general working capital, supporting continuing corporate development and strategic initiatives.

Finders' fees

In accordance with applicable securities laws and subject to TSX Venture Exchange approval, Arya will pay finders' fees to eligible parties as follows:

• 7-per-cent cash commission on subscription proceeds raised from introduced investors;
• Finder warrants equal to 7 per cent of the securities sold to these investors, with terms identical to those of the investor warrants.

About Arya Resources Ltd.

Arya Resources is a Canadian-based mineral exploration company focused on unlocking the value of high-potential gold, silver, copper, nickel and cobalt projects in mining-friendly jurisdictions. As a Tier 2 issuer on the TSX Venture Exchange, Arya is committed to building shareholder value through strategic acquisitions, targeted exploration and sustainable development.

We seek Safe Harbor.