Orezone Gold (ORE) M&A announcement summary

Deal rationale and strategic fit

• Acquisition of Casa Berardi Mine in Quebec expands into a Tier 1 jurisdiction, establishing a diversified, multi-asset gold producer with increased scale, production, and free cash flow.

• Adds significant resource and reserve base, exploration upside, and leverages technical expertise and a skilled local workforce.

• Reduces single-asset risk, enhances capital markets profile, and positions for sustained value creation.

• Aligns with ESG commitments by acquiring an operation with a strong health, safety, and environmental record.

• Provides a foundation for future asset growth and further acquisition opportunities in Canada and West Africa.

Financial terms and conditions

• Total consideration includes $272M upfront ($160M cash, $112M equity for 9.9% stake), $80M deferred cash (at 18 and 30 months), and up to $241M contingent on gold price and production milestones.

• $100M stream financing from Franco-Nevada for fixed gold deliveries over 5 years, then 5% of production.

• Transaction funded by cash on hand and Franco-Nevada stream.

Synergies and expected cost savings

• Transaction is accretive on key operating and financial per share metrics, benefiting shareholders.

• Casa Berardi's cash flow will self-fund exploration, enabling aggressive drilling without impacting other operations.

• Multi-asset portfolio unlocks opportunities for multiple expansion and improved financial flexibility.

• Value creation expected through operational optimization, exploration, and enhanced market multiples.

• Immediate scale and increased gold production strengthen leverage to gold prices and free cash flow generation.