Arya Resources Closes Flow-Through Financing

Vancouver, British Columbia--(Newsfile Corp. - June 23, 2025) - Arya Resources Ltd. (TSXV: RBZ) ("Arya" or the "Company") announces that, further to its news release dated June 9, 2025:

• It has closed the flow-through tranche of its private placement originally announced April 29, 2025, and updated May 15, 2025 (the "First Placement"), issuing 3,846,154 flow-through shares at a price of $0.13 each for gross proceeds of $500,000.02.
• The oversubscription of flow-through shares announced June 9, 2025, will proceed as a new private placement (the "Second Placement") of 866,666 flow-through shares at a price of $0.15 per share for gross proceeds of approximately $130,000. The completion of the Second Placement remains subject to the approval of the TSX Venture Exchange.

In total, the First Placement raised aggregate gross proceeds of $1,010,000.02, through the issue of 5,100,000 non-flow-through units (the "Units") (for terms, see news release dated April 29, 2025) at a price of $0.10 each, which closed on June 3, 2025, and the above mentioned 3,846,154 flow-through shares at a price of $0.13 each. Aggregate finder fees for the First Placement amounted to $49,875.63 in cash, and 432,120 finder warrants exercisable to purchase a common share of the Company at a price of $0.25 for a period of two years from the respective dates of issue. All securities issued are subject to a hold period until the date that is four months plus one day after the respective dates of issue.

Insider Participation

Directors and officers of the Company subscribed for a total of 1,500,000 Units in the First Placement, with the associated 1,500,000 common shares representing approximately 4.02% of the 37,303,163 issued and outstanding common shares on closing, and assuming the deemed exercise of the associated 1,500,000 warrants would then represent 3,000,000 common shares or approximately 7.73% of the 38,803,163 common shares that would then be issued and outstanding as of closing.

The insider participation in the private placement constitutes a "related-party transaction" under the policies of the TSX Venture Exchange and Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"), and the Company is relying upon the exemptions from the formal valuation and minority shareholder approval requirements contained in sections 5.5(a), (b) and (c), and 5.7(1)(a) and (b), respectively, of MI 61-101 on the basis that neither the fair market value of the subject matter nor of the consideration for the transaction, insofar as it involves related parties, exceeds 25% of the issuer's market capitalization; that no securities of the company are listed or quoted on certain exchanges or markets specified in MI 61-101; and that the transaction involves a distribution of securities for cash. For the purposes of certain of those exemptions, neither the Company, nor to the knowledge of the Company after reasonable inquiry, the related parties, has knowledge of any material information concerning the Company or its securities that has not been generally disclosed.

Use of Proceeds

• Flow-through proceeds will directly fund exploration work on Arya's Saskatchewan-based mineral projects, including its flagship Wedge Lake Gold Project, where the Company holds full permits to commence drilling as announced in its March 19, 2025, news release.
• Non-flow-through proceeds will be allocated to general working capital, supporting ongoing corporate development and strategic initiatives.

Finder's Fees

In accordance with applicable securities laws and subject to TSX Venture Exchange approval, Arya will pay finder's fees to eligible parties as follows:

• 7% cash commission on subscription proceeds raised from introduced investors.
• Finder warrants equal to 7% of the securities sold to these investors, with terms identical to those of the investor warrants.

About Arya Resources Ltd. (TSXV: RBZ)
Arya Resources Ltd. is a Canadian-based mineral exploration company focused on unlocking the value of high-potential gold, silver, copper, nickel, and cobalt projects in mining-friendly jurisdictions. As a Tier-2 issuer on the TSX Venture Exchange, Arya is committed to building shareholder value through strategic acquisitions, targeted exploration, and sustainable development.

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

This news release includes "forward-looking statements" that are subject to assumptions, risks and uncertainties. Statements in this news release which are not purely historical are forward-looking statements, including without limitation any statements concerning the Company's intentions, plans, estimates, expectations or beliefs. Although the Company believes that any forward-looking statements in this news release are reasonable, there can be no assurance that any such forward-looking statements will prove to be accurate. The Company cautions readers that all forward looking statements, including without limitation those relating to the Company's future operations and business prospects, are based on assumptions, none of which can be assured, and are subject to certain risks and uncertainties that could cause actual events or results to differ materially from those indicated in the forward-looking statements. Readers are advised to rely on their own evaluation of such risks and uncertainties and should not place undue reliance on forward-looking statements. Any forward-looking statements are made as of the date of this news release, and the Company assumes no obligation to update the forward-looking statements, or to update the reasons why actual events or results could or do differ from those projected in the forward-looking statements. Except as required by law, the Company assumes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

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