Vancouver, British Columbia--(Newsfile Corp. - December 31, 2024) - Auranova Resources Inc. (the "Company") is pleased to announce that it has closed a non-brokered private placement through the issuance of 14,096,667 flow-through units (each, a "FT Unit") at a price of $0.30 per FT Unit for aggregate gross proceeds of $4,229,000.10 (the "Offering"). Each FT Unit consists of one common share of the Company issued on a "flow-through" basis (each, a "FT Share") and one-half of one common share purchase warrant (each whole warrant, a "Warrant"). Each FT Share and each one-half of a Warrant comprising part of the FT Unit shall qualify as a "flow-through share" as defined in subsection 66(15) of the Income Tax Act (Canada). Each Warrant shall entitle the holder thereof to purchase one common share in the capital of the Company (each, a "Common Share") at a price of $0.50 per Common Share until the date that is eighteen (18) months from the closing of the Offering provided that, should the daily volume weighted average closing price (or closing bid price on trading days when there are no trades) at which the Common Shares trade on a stock exchange or quotation and trade reporting system is at least $0.60 for twenty (20) consecutive trading days, the Company may accelerate the expiry of the Warrants such that the Warrants expire on the date that is ten (10) days following the date that an acceleration notice is delivered to the holder of the Warrant.

The gross proceeds from the sale of the FT Units will be used by the Company to incur eligible "Canadian exploration expenses" that will qualify as "flow-through mining expenditures" as such terms are defined in the Income Tax Act (Canada). All securities issued pursuant to the Offering are subject to a hold period of four months plus a day from the date of issuance and the resale rules of applicable securities legislation.

In connection with the closing of the Offering, Timothy A. Young acquired an aggregate of 4,750,000 FT Units of the Company. Prior to the completion of the Offering, Mr. Young beneficially owned and controlled and aggregate of 4,404,234 Common Shares in the capital of the Company, representing approximately 27.35% of the Company's issued and outstanding Common Shares on a non-diluted basis. Upon completion of the Offering, Mr. Young beneficially owns and controls an aggregate of 9,154,234 Common Shares in the capital of the Company and 2,375,000 Warrants, representing approximately 30.31% of the Company's issued and outstanding Common Shares on a non-diluted basis and approximately 35.39% on a partially diluted basis. Mr. Young may, depending on market and other conditions, or as future circumstances may dictate, increase or decrease some or all of the existing or additional securities he holds or will hold, or may continue to hold his current position.

The disclosure in this news release is being issued in accordance with National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issuers in connection with the filing of the Report on the Company's SEDAR+ profile at www.sedarplus.ca. A copy of the Report can be obtained by contacting Mr. Young at (403) 988-5556.

In connection with the closing of the Offering, William A. Rand acquired an aggregate of 1,800,000 FT Units of the Company. Prior to the completion of the Offering, Mr. Rand beneficially owned and controlled and aggregate of 900,000 Common Shares in the capital of the Company, representing approximately 5.59% of the Company's issued and outstanding Common Shares on a non-diluted basis. Upon completion of the Offering, Mr. Rand beneficially owns and controls an aggregate of 2,700,000 Common Shares in the capital of the Company and 900,000 Warrants, representing approximately 8.94% of the Company's issued and outstanding Common Shares on a non-diluted basis and approximately 11.58% on a partially basis. Mr. Rand may, depending on market and other conditions, or as future circumstances may dictate, increase or decrease some or all of the existing or additional securities he holds or will hold, or may continue to hold his current position.

The disclosure in this news release is being issued in accordance with National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issuers in connection with the filing of the Report on the Company's SEDAR+ profile at www.sedarplus.ca. A copy of the Report can be obtained by contacting Mr. Rand at 604-512-4164.

The Offering constituted a related party transaction within the meaning of TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101") as insiders of the Company subscribed for an aggregate of 7,450,000 FT Units pursuant to the Offering. The Company is relying on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(b) and 5.7(1)(a) of MI 61-101, as the Company is not listed on a specified market and the fair market value of the participation in the Offering by insiders does not exceed 25% of the market capitalization of the Company in accordance with MI 61-101. The Company did not file a material change report in respect of the related party transaction at least 21 days before the closing of the of the Offering, which the Company deems reasonable in the circumstances in order to complete the Offering in an expeditious manner.

This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

Caution Regarding Forward-Looking Information

This news release contains certain "forward-looking information" within the meaning of applicable securities law. Forward-looking information is frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate", "may", "will", "would", "potential", "proposed" and other similar words, or statements that certain events or conditions "may" or "will" occur. These statements are only predictions. Forward-looking information is based on the opinions and estimates of management at the date the information is provided, and is subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking information. For a description of the risks and uncertainties facing the Company and its business and affairs, readers should refer to the Company's Management's Discussion and Analysis. The Company undertakes no obligation to update forward-looking information if circumstances or management's estimates or opinions should change, unless required by law. The reader is cautioned not to place undue reliance on forward-looking information.

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