Orea Mining Corp. (TSX: OREA) (OTCQB: OREAF) (FSE: 3CG) reported on July 06, 2023 that it agreed with Nord Gold plc to retract the termination of the agreement to acquire its 55.01% interest in the 5M oz. Montagne d’Or gold project^*, and that the parties agreed to amend the proposed terms of the share purchase agreement, and to defer signing pending feedback from the applicable sanctions authorities.

The Amended Agreement has now been fully executed by Orea and the Vendor.

Pursuant to the terms of the Amended Agreement, the C$100 million payment will only be made if and when all sanctions are lifted against the Vendor and its shareholders, in all applicable jurisdictions, including in Canada, the United States, France, the UK and the EU. The Amended Agreement also stipulates that the Payment will no longer be due or payable if sanctions are still in effect the earlier of three (3) years from receipt by Orea of all permits to operate a gold mine at Montagne d’Or, and seven (7) years from closing of the Acquisition.

The applicable sanctions authorities have advised Orea that they are reviewing the Amended Agreement. Orea is unable to provide guidance on when it might receive a reply from sanctions authorities; shareholders will be kept informed.

*About Montagne d’Or

Orea is awaiting a decision by the Supreme Court of France regarding the renewal of the Montagne d’Or mining titles (see press release of May 10, 2022). Montagne d’Or is an open pit gold mine development project that hosts Measured Mineral Resources of 10.3 Mt at 1.804 g/t gold (600,000 oz), Indicated Mineral Resources of 74.8 Mt at 1.350 g/t gold (3.25 Moz) and additional Inferred Mineral Resources of 20.2 Mt at 1.48 g/t gold (960,000 oz), prepared in accordance with the requirements of National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”). The Mineral Resources are confined within a pit shell defined by a gold price of US$1,300/oz and a cut-off grade of 0.4 g/t gold. Mineral Reserves have also been defined with Proven Mineral Reserves of 8.25 Mt at 1.99 g/t gold (530,000 oz) and Probable Mineral Reserves of 45.87 Mt at 1.50 g/t gold (2.2 M oz). The Proven and Probable Mineral Reserves were estimated using a gold price of US$1,200 per ounce at varied cut-off grades from 0.552 to 0.665 g/t gold, dependent on lithological rock types, economics and estimated metallurgical recovery. Montagne d’Or ore can be readily processed to recover the contained gold and silver values using unit operations considered standard to the industry.

Qualified Person

Rock Lefrançois, a director of the Company, is a Qualified Person under National Instrument 43-101, has reviewed this news release and is responsible for the technical information reported herein, including verification of the data disclosed.