Ms. Carolyn Muir reports

AURANIA CLOSES PRIVATE PLACEMENT FINANCING

Aurania Resources Ltd., further to its news release dated Nov. 21, 2025, has closed its previously announced non-brokered private placement for gross proceeds of $771,776.92, raised through the issuance of 6,431,466 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) $2,805.60; and (ii) 23,380 compensation warrants, to eligible finders. Each compensation warrant entitles the holder to acquire one 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 comprises 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 the preliminary economic assessment by international consultancy firm SRK on the Balangero tailings retreatment project in Italy, for exploration programs at the company's mineral properties and for general working capital purposes.

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 and early warning report

Dr. Keith Barron, chief executive officer and a director of the company, acquired 4,166,666 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.

Immediately prior to the Acquisition, Dr. Barron owned or exercised control and direction over an aggregate of 55,414,301 shares, 2,442,992 options to purchase shares and 20,140,801 warrants, representing 44.04 per cent and 52.56 per cent of the company's issued and outstanding common shares on a non-diluted and partially diluted basis, respectively.

As at the date of the filing of Dr. Barron's most recent early warning report dated April 17, 2025, pursuant to the requirements of National Instrument 62-104, Take-Over Bids and Issuer Bids, and National Instrument 62-103, The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, Dr. Barron owned or exercised control and direction over an aggregate of 47,672,635 common shares, 1,752,992 options and 12,399,135 warrants, representing 44.4 per cent and 50.9 per cent of the company's issued and outstanding common shares on an non-diluted and partially diluted basis, respectively. Following the acquisition, Dr. Barron has ownership and control, directly and indirectly, of 59,580,967 common shares, representing approximately 45.05 per cent of the issued and outstanding common shares on a non-diluted basis, and approximately 54.29 per cent of the issued and outstanding common shares on a partially diluted basis (assuming the exercise of 24,307,467 warrants of the issuer and 2,442,992 options of the issuer held by Dr. Barron), representing greater than a 2-per-cent change in ownership percentage on a partially diluted basis since the prior report

In satisfaction of the requirements of NI 62-104 and NI 62-103, an early warning report respecting the acquisition of securities by Dr. Barron will be filed under the company's SEDAR+ profile. The head office of the company is located at 8 King St. E, Suite 1800, Toronto, Ont., Canada, M5C 1B5.

The acquisition was completed for investment purposes. Depending on market and other conditions, Dr. Barron may from time to time in the future increase or decrease his ownership, control or direction over securities of the company, through market transactions, private agreements or otherwise.

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 critical energy in Europe and abroad.

We seek Safe Harbor.