Aurania to Extend Term of Previously-issued Warrants

Toronto, Ontario--(Newsfile Corp. - January 29, 2024) - Aurania Resources Ltd. (TSXV: ARU) (OTCQB: AUIAF) (FSE: 20Q) ("Aurania" or the "Company") announces that it intends to extend the exercise period for a total of 1,996,653 unlisted common share purchase warrants, all of which are exercisable at $1.25 per common share and would otherwise expire on March 28, 2024, or March 30, 2024 (collectively, the "Warrants").

The Warrants were issued pursuant to a non-brokered private placement that closed in tranches on March 28, 2022 (the "First Tranche") and March 30, 2022 (the "Second Tranche"). 1,586,653 Warrants were issued in the First Tranche and 410,000 Warrants were issued in the Second Tranche. None of the Warrants have been exercised. The Company proposes to extend the expiry dates of these Warrants by one year, such that the new expiry dates for the Warrants will be March 28, 2025, for the First Tranche Warrants and March 30, 2025, for the Second Tranche Warrants (the "Extension"). All other terms and conditions of the Warrants remain unchanged. The Warrant extension is subject to acceptance by the TSX Venture Exchange.

Dr. Keith Barron, the Chief Executive Officer, director, promoter, and a significant shareholder of the Company participated in the First Tranche (subscribing through Bambazonke Holdings Ltd., a personal company of Dr. Barron) and accordingly was issued 571,428 of the Warrants (the "Insider Participation"). The Insider Participation renders the Extension a "related party transaction" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). However, the Extension is exempt from the requirements of Part 5 of MI 61-101 pursuant to Section 5.1(k) of MI 61-101.

The Extension was approved by the members of the board of directors of the Company who are independent for purposes of the Insider Participation, being all directors other than Dr. Barron. No special committee was established in connection with the Extension, and no materially contrary view or abstention was expressed or made by any director of the Company in relation thereto.

For further details concerning the original issuance of the Warrants, please see the Company's news releases dated March 28, 2022, and March 30, 2022.

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 copper in South America. Its flagship asset, The Lost Cities - Cutucú Project, is located in the Jurassic Metallogenic Belt in the eastern foothills of the Andes mountain range of southeastern Ecuador.

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://twitter.com/auranialtd, and LinkedIn at https://www.linkedin.com/company/aurania-resources-ltd-.

For further information, please contact:

Carolyn Muir
VP Corporate Development & Investor Relations
Aurania Resources Ltd.
(416) 367-3200
[email protected]

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

Cautionary Statement Regarding Forward-Looking Information:

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 about the extension of the expiry period of the Warrants and any expectations related to development of Aurania's properties and Aurania's mining operations. 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 copper and precious metal prices, and that all necessary consents, licenses, permits and approvals will be obtained, including various local government licenses. 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, any failures to obtain or delays in obtaining required regulatory licenses, permits, approvals and consents, an inability to access financing as needed, a general economic downturn, a volatile stock price, labour strikes, political unrest, changes in the mining regulatory regime governing Aurania, and a failure to comply with environmental regulations. Aurania cautions the reader that the above list of risk factors is not exhaustive.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/195967