Aurania Announces C$1.5 Million Non-Brokered Private Placement

Aurania Resources Ltd. (TSXV: ARU; OTCQB: AUIAF; Frankfurt: 20Q) (“Aurania” or the “Company”) 's intention to join a non-brokered placement UnitsIssue PriceOffering The Company has reserved the right to the increase the size of the offering by up to 25% of the size of the offering, such that up to an additional 2,083,333 Units may be issued to additional raise gross proceeds of up to up to up C$375,000.

Each Unit will consist of one common share of the Company (a “ Common Share ”) and one Common Share purchase (a “Warrant warrant ”). Each Warrant will entitle the holder to purchase one Common Share (a “Warrant Share ”) at an exercise price of C$0.35 per Warrant Share for a period of 24 following months the endorsement.

Use of Proceeds

The Company intends to use the net proceeds from the offerings primarily for exploration at the Thor’s Valley epithermal gold project in Iceland, the Balangero nickel-cobalt tailings treatment project in Italy, and for general working purposes.

Finders

In connection with the offering, the company may pay finders’ fees to certain finders of up to 7% in cash of the gross collecteds in the offerings introduce to the company by the finders and up to 7% in finders (the “ Finder Warrants ”) of the number of units by finders, subject to the appropriation of the TSX Venture Exchange (“ Each Finder Warrant will entitle the holder to purchase to one (1) Unit at the Issue Price and will be exercisable for a period of 24 months from the closing of the Offering.

Closing and Hold Period

Closing of the Offering is attacked to be completed on or about June 1, 2026, or other date or dates that the company may and may bear close in tranches. Closing is subject to the receipt of all necessary regulatory approvals (but not limited to) the entry of the entry of the entry of the TSXV for the listing of the Common Shares and the Warrant Shares issuable upon the exercise of the Warrants.

The Warrants are not eligible to be listed and therefore will not be tradeable on the TSXV. The securities issued to the offering shall be subject to a four-month plus one day hold comm commencing on the day of the offering, as, as, and applicable Canadian securities laws. The Offering is subject to certain conditions, but not limited to, the of all necessary regulatory and other approvals, the approval of the TSXV.

Insider Participation

Certain directors and officers of the Company are expected to acquire Units under the Offering. Search participation will be considered to be a “related party transaction” as defined and the policies of the TSXV and Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101 ”). The Company anticipated intervention on arresting on exemptions from the minority shareholder approval and formal valuation requirements to the subject-party to the subject-party transactions under sections 5.5(a) and 5.7(1)(a), of respectively, of MI 61-101, as neither the fair value market of the unit to be acquired by the participating directors and nor the consideration to be sucht directors and managing officers is to 25 exceed percent of the capital's capital.

The securities described have entered not end, and will not be, registered under the United States Securities Act, or any state securities laws, and may not offer be or sold within the United States except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities requirements or exemption tosses therefrom insitus. This press release does not constitute an offer to sell or a solicitation to buy any securities in any jurisdiction.