Mr. Sam Pazuki reports

AUMEGA METALS ANNOUNCES UPSIZED PRIVATE PLACEMENT FINANCING OF C$16.3 MILLION

Aumega Metals Ltd. has successfully raised approximately $16.3-million (before costs) through an upsized financing to institutional, professional and accredited investors of approximately 262.5 million shares at an average price of 6.2 cents or 6.7 Australian cents per share.

The financing was well supported by the company's existing shareholders, including B2Gold Corp., which increased its overall ownership to 9.9 per cent of total shares outstanding. The financing included the addition of several new major institutional investors from Canada, United States, Europe, Asia and Australia.

The new share issuance utilizes the company's placement capacity under Australian Securities Exchange (ASX) listing rules 7.1 and 7.1A. Given the increased demand, the company has structured the financing in two tranches as follows:

• Tranche one placement: under the company's existing placement capacity of 78,808,211 shares under ASX Listing Rule 7.1 and 52,344,678 shares under ASX Listing Rule 7.1A for a total of 131,152,889 shares;
• Tranche two placement: representing 131,372,815 shares that have been subscribed above the placement capacity and requiring shareholder approval, which is expected during the first week of December.

The financing comprises three components, being:

• Premium flow through (or charity flow through): $10.2-million priced at 6.8 cents/7.4 Australian cents per new share, representing a 36.5-per-cent premium to the deal price of five cents/5.4 Australian cents per new share. A total of 149.9 million shares fall into this category. Of this amount, the issue of 28.0 million shares is subject to shareholder approval and availability of front-end charity donors;
• Traditional flow through: $2.1-million priced at six cents/6.5 Australian cents per new share, representing a premium of 20 per cent of the offer price. The issue of approximately 33.3 million shares will be subject to shareholder approval;
• Hard dollars: $4.0-million priced at five cents per new share, representing a 25.0-per-cent discount to the TSX Venture Exchange close price on date of price reservation of 6.25 cents per share and 5.4 Australian cents per new share, representing a 10-per-cent discount to the ASX close price of six Australian cents per share for a total of 79.3 million shares issued. Of this total, the issue of approximately 70.0 million shares will be subject to shareholder approval;
• Insiders: company insiders have subscribed for 1,366,000 shares with the same terms and conditions as the traditional flow through and hard dollars. Direct participation is subject to shareholder approval.

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.

The anticipated closing date of the tranche one placement is expected to be Oct. 31, 2024 (Canada)/ Nov. 1, 2024 (Australia). Closing of the tranche one placement is subject to receipt of all necessary corporate and regulatory approvals, including the approval of the TSX Venture Exchange.

The closing of the tranche two placement is subject to shareholder approval at a special shareholder meeting expected to be held the first week of December, 2024. Upon the stock exchanges approval of the company's notice of meeting (NoM) documentation, the company will dispatch the NoM to shareholders. The expected closing date of the tranche two placement is expected within five days of shareholder approval.

All securities issued on the TSX-V and to Canadian investors will be subject to a hold period of four months plus a day from the date of issuance, and resale rules will apply in accordance with applicable Canadian securities laws.

In connection with the financing, the company may pay up to 7.0 per cent in advisory services or finder fees on the value of common shares issued, including to subscribers sourced by Clarus Securities. Any finder fees paid would be in accordance with both TSX-V and ASX policies. In Australia, GBA Capital acted as lead manager and bookrunner.

Aumega Metal's managing director and chief executive officer, Sam Pazuki, commented:

"We have received overwhelming support from our existing shareholders, and major, institutional and global shareholders who we welcome as new owners of the business. This support validates the Aumega value proposition that includes the sheer scale of our land package on a highly prospective yet vastly underexplored gold structure that already hosts the company's mineral resources (1) and Calibre's multimillion-ounce mineral resources. It supports our systematic approach to exploration, which we believe is the right way to explore a structure that is mostly under glacial overburden and has limited historic work. It is a vote of confidence in our incredible team who are tasked with finding the next major mineral deposit in Newfoundland and Labrador, Canada.

"We have invested the last two plus years on mostly early-stage, reconnaissance-style exploration primarily within the greenfields. We have advanced several targets forward during this time and have gained an enhanced understanding of the geology of the Cape Ray-Valentine Lake shear zone. Through this work, we have identified several areas of interest that we believe could host the next major deposit. It's because of these efforts, funded by our valued shareholders, that has allowed us to identify highly prospective projects such as Bunker Hill that includes some of the highest gold, copper and silver values anywhere within our portfolio. It has remarkable geological structures with the key characteristics that we would want when exploring for large mineral systems (2).

"We have been planning our 2025 program over the past several weeks, and, over the course of the next few weeks, we will announce our specific plans which will include the largest drill program the company has invested in since 2021. Our focus will be on discovery at Bunker Hill while seeking to expand our mineral resources within the resource corridor (3). We look forward to advancing our programs in systematic ways by making the right decisions all with a mind set of having the next major deposit in Newfoundland."

Flow-through placement details:

• Premium flow through (or charity flow through): $10.2-million (before costs) priced at 6.8 cents/7.4 Australian cents per new share, representing a 36.5-per-cent premium to the offer price. The issue of 28.0 million shares is subject to shareholder approval in tranche two;
• Traditional flow through: $2.1-million (before costs) priced at six cents/6.5 Australian cents per new share, representing a premium of 20 per cent of the offer price. The issue of approximately 33.3 million shares will be subject to shareholder approval in tranche two.

The company has raised approximately $10.2-million (before costs) through a premium flow-through (or charity flow-through) financing and an issuance of approximately 149.9 million of new shares. Additionally, the company has raised approximately $2.1-million (before costs) through a traditional flow-through financing and will issue approximately 33.3 million of new shares. These flow-through shares are to be issued as Canadian flow-through shares, which provide tax incentives to those investors for certain expenditures that qualify under the Income Tax Act (Canada). The flow-through shares will be issued at a premium to market. The term flow-through share is a defined term in the Income Tax Act (Canada) and is not a special type of share under corporate law. The tax benefits associated with the flow-through shares are available only to the initial subscribers (who are Canadian residents) of such shares, and not to any other person who acquires the flow-through shares through any future on sale, resale or transfer of those flow-through shares. Shares issued will rank equally with existing shares on issue and will be issued using the company's available capacity under listing rules 7.1 and 7.1A. Additionally, approximately 28 million new shares requiring shareholder approval have been identified as potential premium flow through eligible; however, these shares may be reallocated to hard dollars at the company's discretion and availability of front-end Canadian donors. The premium in which these shares are placed may be less than 36.5 per cent as the premium is dictated by front-end demand. The premium flow-through shares have been facilitated by securities dealer SCP, which will not receive any fees or commission from the company for its role with respect to any of the premium flow-through proceeds.

Indicative timelines

An indicative timetable for the financing is set out. 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.

Key events                                                                                Date
                                                                  Canada             Australia

Trading halt lifted/ASX trading resumes                  Monday, Oct. 21      Tuesday, Oct. 22
Closure of tranche one
Cross-trade/block trade (ASX)
DvP settlement
Allotment of tranche one
Exchange approvals                                      Thursday, Oct. 31       Friday, Nov. 1  
Notice of meeting (tranche two)
Regulatory approval
Dispatch notice of meeting                              Thursday, Oct. 31       Friday, Nov. 1  
Shareholder meeting to approve tranche two                Tuesday, Dec. 3    Wednesday, Dec. 4
Closure of tranche two                                     Monday, Dec. 9     Tuesday, Dec. 10

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 (plus 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, 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 g/t, totalling 160,000 ounces in inferred resources (4).

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

Competent person's statements

The information contained in this announcement that relates to exploration results is based upon information reviewed by Spencer Vatcher, PGeo, who is an independent consultant employed with Silvertip Exploration Consultants Inc. Mr. Vatcher is a member of the Professional Engineers and Geoscientists of Newfoundland and Labrador (PEGNL), and has sufficient experience which is relevant to the style of mineralization and type of deposit under consideration, and to the activity which he is undertaking to qualify as a competent person as defined in the JORC Code (Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves) 2012. Mr. Vatcher consents to the inclusion in the announcement of the matters based upon the information in the form and context in which it appears.

Technical report

Additional scientific and technical information regarding the company's mineral project is contained in the technical report titled "Technical Report on the Cape Ray Gold Project, Newfoundland, Canada," dated May 28, 2024 (with an effective date of May 26, 2024), prepared by Trevor Rabb, PGeo, and Ronald Voordouw, PGeo, of Equity Exploration Consultants Ltd., and Andrew Kelly, PEng, of Blue Coast Research.

(1) Refer to ASX announcement dated May 30, 2023.

(2) Refer to announcements dated Oct. 15, 2024, and Sept. 24, 2024.

(3) Refer to ASX announcement dated May 30, 2023.

(4) Refer to ASX announcement dated May 30, 2023.