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.