Aurania Announces Closing of First Tranche of Private Placement

Aurania Resources Ltd. (TSXV: ARU,OTC:AUIAF) (OTCQB: AUIAF) (FSE: 20Q) ("Aurania" or the "Company") announces that further to its news release dated May 11, 2026 it has closed the first tranche (the "First Tranche") of its previously announced non-brokered private placement financing of up to 8,333,333 units of the Company (the "Units") at a price of C$0.18 per Unit (the "Issue Price") for aggregate gross proceeds to the Company of up to approximately C$1,500,000 (the "Offering"). An aggregate of 3,768,132 Units was sold under the First Tranche for total gross proceeds of C$678,263.76.

Each Unit is composed of one common share of the Company (a "Common Share") and one Common Share purchase warrant (a "Warrant"). Each Warrant entitles the holder to purchase one Common Share (a "Warrant Share") at an exercise price of C$0.35 for a period of 24 months following the closing of the First Tranche.

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

In connection with closing of the First Tranche, the Company paid aggregate finder's fees consisting of (i) C$3,792.60 (the "Cash Consideration") and (ii) 21,070 non-transferable compensation warrants (the "Compensation Warrants") to eligible finders. Each Compensation Warrant entitles the holder to acquire one Unit (a "Compensation Unit") at a price of C$0.18 per Compensation Unit for a period of 24 months from the date of issuance. Each Compensation Unit issuable upon exercise of a Compensation Warrant is comprised of one Common Share and one non-transferable Warrant. Each such Warrant entitles the holder to acquire one Warrant Share at a price of C$0.35 per Warrant Share for a period of 24 months from the date of issuance of the Compensation Warrant.

The closing of the First Tranche 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 First Tranche of the Offering are subject to a four-month plus one day hold period commencing on the date of issuance. The Company has the right to increase the size of the Offering by up to 25% and closing of the remaining tranche(s) of the Offering is anticipated to be completed on or around June 12, 2026.

Related Party Transaction

Dr. Keith Barron, CEO and a director of the Company, acquired 1,666,666 Units under the Offering (the "Acquisition"). The Acquisition constitutes a "related party transaction" as defined under the policies of the TSXV and Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). 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 percent of the Company's market capitalization.

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.

The securities described herein have not been, and will not be, registered under the United States Securities Act, or any state securities laws, and accordingly may not be offered 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 pursuant to exemptions therefrom. This press release does not constitute an offer to sell or a solicitation to buy any securities in any jurisdiction.

About Aurania
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.

Information on Aurania and technical reports are available at www.aurania.com and www.sedarplus.ca, as well as on Facebook at https://www.facebook.com/auranialtd/, Twitter at https://x.com/auranialtd, and LinkedIn at https://www.linkedin.com/company/aurania-resources-ltd-.

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

Forward-Looking Statements
This news release contains forward-looking information as such term is defined in applicable securities laws, which relate to future events or future performance and reflect management's current expectations and assumptions. The forward-looking information includes statements regarding the anticipated Offering, including the maximum size thereof, the expected timing to complete the Offering, the ability to complete the Offering on the terms provided herein or at all, the anticipated use of the net proceeds from the Offering, the receipt of all necessary approvals, including the approval of the TSXV of the listing of the Common Shares and the Warrant Shares (and the timing thereof), Aurania's objectives, goals or future plans, statements, exploration results, potential mineralization, the corporation's portfolio, treasury, management team and enhanced capital markets profile, the estimation of mineral resources, exploration, timing of the commencement of operations, and estimates of market conditions. Such forward-looking statements reflect management's current beliefs and are based on assumptions made by and information currently available to Aurania, including the assumption that there will be no material adverse change in metal prices, all necessary consents, licenses, permits and approvals will be obtained, including various local government licenses and the market. Investors are cautioned that these forward-looking statements are neither promises nor guarantees and are subject to risks and uncertainties that may cause future results to differ materially from those expected. Risk factors that could cause actual results to differ materially from the results expressed or implied by the forward-looking information include, among other things: a failure to obtain or delays in obtaining the required regulatory licenses, permits, approvals and consents; an inability to access financing as needed; an inability to fund or extend the payment of Ecuador mineral concession fees with such failure to pay could result in the forfeiture of such mineral concessions; an inability to fund the administrative fees imposed by the Ecuadorian Control and Regulation Agency (ARCOM for its Spanish acronym) on the mining sector which could render the Company insolvent; a general economic downturn, a volatile stock price, labour strikes, political unrest, changes in the mining regulatory regime governing Aurania; a failure to comply with environmental regulations; a weakening of market and industry reliance on precious metals and base metals; a failure to acquire interests in mineral exploration properties or maintain the Company's interest in its current properties and those risks set out in the Company's public documents filed on SEDAR+. Aurania cautions the reader that the above list of risk factors is not exhaustive. Although the Company believes that the assumptions and factors used in preparing the forward-looking information in this news release are reasonable, undue reliance should not be placed on such information, which only applies as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, other than as required by law.

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