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ALEX.V ·

Alpha Exploration Announces Private Placement Financing

Financings

Alpha Exploration Announces Private

Placement Financing

Calgary, Alberta--(Newsfile Corp. - March 21, 2025) - Alpha Exploration Ltd. (TSXV: ALEX) ("

Alpha

or

the "

Corporation

") is pleased to announce a non-brokered private placement financing of units

("

Units

") at a price of C$0.70 per Unit (the "

Offering Price

") for up to 8,571,428 Units and for

aggregate gross proceeds of up to C$6 million (the "

Private Placement

").

Each Unit is comprised of one ordinary share (each, a "

Share

") of the Corporation and one-half of one

ordinary share purchase warrant (each whole warrant, a "

Warrant

"). Each whole Warrant will entitle the

holder to acquire one additional Share (a "

Warrant Share

") at an exercise price of $1.05 per Warrant

Share (the "

Exercise Price

") for a period of 18-months immediately following the Closing Date (as

defined below).

The Corporation expects to close the Private Placement on or about April 9, 2025, or such other date as

the Corporation may determine in its sole discretion (the "

Closing Date

").

The net proceeds of the Private Placement will be used to fund ongoing exploration work on the

Kerkasha Project in Eritrea, operating and administrative expenses, working capital and general

corporate purposes.

Completion of the Private Placement is subject to certain conditions including, but not limited to, the

receipt of all necessary regulatory approvals including the approval of the TSXV. The TSXV has not

approved the Offering Price or the Exercise Price and these remain subject to the change. The Shares,

Warrants and the Warrant Shares will be subject to a statutory hold period of four months plus one day

from the Closing Date, in accordance with applicable securities legislation.

It is expected that certain Insiders of the Corporation (as such term is defined under the policies of the

TSXV) may participate in the Private Placement. The participation of Insiders in the Private Placement

will constitute a "related party transaction" within the meaning of Multilateral Instrument 61-101 -

Protection of Minority Security Holders in Special Transactions

("

MI 61-101

"). The Corporation intends

to rely upon exemptions from the formal valuation and minority approval requirements of MI 61-101

based on a determination that the fair market value of the Private Placement, insofar as it involves the

related parties, does not exceed $2,500,000.

About Alpha Exploration Ltd.

Alpha (TSXV: ALEX) is an exploration company that is rapidly advancing a number of important gold

and base metal discoveries across its 100% owned, large (514 km

2

) Kerkasha Project in Eritrea.

The Company has also advanced the Aburna Gold Prospect, the Tolegimja VMS Copper-Zinc-Gold

Prospect and over 17 other gold prospects since listing in 2021.

The Company is managed by a group of highly experienced and successful professionals with long track

records of establishing, building and successfully exiting a number of world class gold and base metals

discoveries in Eritrea and across the wider Arabian Nubian Shield.

For further information go to the Alpha webpage at

www.alpha-exploration.com

or contact:

Tim Livesey

Interim CEO

Alpha Exploration Ltd.

Email:

[email protected]

Tel: +44 20 7129 1148

Cautionary Notes

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined

in the policies of the TSX Venture Exchange) accept responsibility for the adequacy or accuracy

of the content of this release.

This press release is intended for distribution in Canada only and is not intended for

distribution to United States newswire services or dissemination in the United States.

This press release does not constitute an offer to sell or a solicitation of an offer to buy 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.

Forward Looking Information

Certain statements and information herein, including all statements that are not historical facts,

contain forward-looking statements and forward-looking information within the meaning of applicable

securities laws. Such forward-looking statements or information include but are not limited to

statements or information with respect to: the terms and conditions of the Private Placement; the

closing date for the Private Placement; and anticipated use of net proceeds from the Private

Placement, including any advancement of exploration work on the Kerkasha Project. Often, but not

always, forward-looking statements or information can be identified by the use of words such as

"estimate", "project", "belief", "anticipate", "intend", "expect", "plan", "predict", "may" or "should" and

the negative of these words or such variations thereon or comparable terminology are intended to

identify forward-looking statements and information. With respect to forward-looking statements and

information contained herein, Alpha has made numerous assumptions including among other things,

assumptions about general business and economic conditions and the price of gold and other

minerals. The foregoing list of assumptions is not exhaustive.

Although management of Alpha believes that the assumptions made and the expectations

represented by such statements or information are reasonable, there can be no assurance that

forward-looking statements or information herein will prove to be accurate. Forward-looking statements

and information by their nature are based on assumptions and involve known and unknown risks,

uncertainties and other factors which may cause actual results, performance or achievements, or

industry results, to be materially different from any future results, performance or achievements

expressed or implied by such forward-looking statements or information. These factors include, but

are not limited to: risks relating to Alpha's financing efforts; risks associated with the business of Alpha

given its limited operating history; business and economic conditions in the mining industry generally;

the supply and demand for labour and other project inputs; changes in commodity prices; changes in

interest and currency exchange rates; risks relating to inaccurate geological and engineering

assumptions (including with respect to the tonnage, grade and recoverability of reserves and

resources); risks relating to unanticipated operational difficulties (including failure of equipment or

processes to operate in accordance with specifications or expectations, cost escalation, unavailability

of materials and equipment, government action or delays in the receipt of government approvals,

industrial disturbances or other job action, and unanticipated events related to health, safety and

environmental matters); risks relating to adverse weather conditions; political risk and social unrest;

changes in general economic conditions or conditions in the financial markets; changes in laws

(including regulations respecting mining concessions). Alpha does not undertake to update any

forward-looking information, except in accordance with applicable securities laws.

To view the source version of this press release, please visit

https://www.newsfilecorp.com/release/245591