VANCOUVER, BC, Jan. 4, 2023
/CNW/ - Orea Mining Corp. ("Orea") (TSX: OREA) (OTCQB:
OREAF) (FSE: 3CG) is pleased to announce that it has signed a
Definitive Agreement to acquire Nordgold's 55.01% interest (for a
total of 100%) in the Montagne d'Or joint-venture company
("HoldingCo") in French
Guiana, France. HoldingCo
holds 100% of the Montagne d'Or permitting stage, 5-million-ounce
open pit gold mine development project*. Montagne d'Or has good
grade, excellent metallurgy, and there is considerable
potential to increase ounces by infill and expansion
drilling.*
Orea has appointed its own President to operate HoldingCo, and
has dissolved HoldingCo's board of directors which previously
included representatives from Nordgold. The final regulatory and
administrative steps to close by transferring Nordgold's shares of
HoldingCo to Orea are underway, and must be completed by
February 28, 2023.
Under the Definitive Agreement, HoldingCo has settled
24.6 million Euro (~CAN$35.6 million)
that was owed to Nordgold with no cash outlays by Orea. In
addition, consideration is entirely at the back-end, whereby Orea
will only be obligated to pay Nordgold CAN$100 million when Orea
receives all permits and authorizations necessary for the
construction, operation, production and related sales of a mine
that produces a minimum of 100,000 ounces of gold per year. If
Nordgold's shareholders are still under sanctions at the time of
the CAN$100 million payment, then the funds will only be processed
in compliance with applicable sanction regulations, including being
paid to a blocked bank account.
The Definitive Agreement was signed with the approval of the
French treasury (DG Trésor) which is responsible for
overseeing matters related to Russian sanctions. Comfort related to
sanctions was also obtained from the UK treasury (OFSI), and the US
Treasury (OFAC) has been kept informed of all developments,
following the signing of the initial letter agreement with Nordgold
which was executed under a General Licence that was granted by OFAC
in June 2022.
In addition, further to the press release of December 6, 2022, announcing the bolstering of
its management team to focus on permitting of the Montagne d'Or
Project, Orea announces that Andrew
Yau has agreed to resign as Executive Vice President &
CFO, but will remain with Orea until March
15, 2023, so that Orea may locate a native French speaker to
succeed him. Orea is committed to assembling a strong permitting
team and believes that a French speaking CFO is essential to the
permitting process. Orea would like to thank Mr. Yau for his vital
contributions and exceptional commitment to Orea over the past ten
years and wishes him great success in his future endeavours.
*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 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.
About Orea Mining Corp.
Orea is a leading gold exploration and development company
operating in a prospective and underexplored segment of the Guiana
Shield, South America. Its mission
is to develop gold deposits with a reduced environmental footprint
using innovative technologies, upholding the highest international
standards for responsible mining. In French Guiana, Orea holds a 100% interest in
the world-class Montagne d'Or mine development project.
For more about Orea visit the company's website at
www.oreamining.com
Robert F. Giustra
Chairman
Forward-Looking
Statements
Certain statements made herein, including statements relating
to matters that are not historical facts and statements of the
Company's beliefs, intentions and expectations about developments,
results and events which will or may occur in the future,
constitute "forward looking information" within the meaning of
applicable Canadian securities legislation ("forward-looking
statements"). Forward-looking statements relate to future events or
future performance, reflect current expectations or beliefs
regarding future events and are typically identified by words such
as "anticipate", "could", "should", "expect", "seek", "may",
"intend", "likely", "budget", "plan", "estimate", continue",
"forecast", "believe", "predict", "potential", "target", "would",
"might", "will", and similar words, expressions or phrases
(including negative variations) suggesting future outcomes or
statements regarding an outlook. These include, but are not limited
to, statements and information regarding: the Company's plans to
construct and develop the Montagne d'Or project, including
anticipated timing thereof; the timing, processes, outcome and
other matters related to the renewal of the Montagne d'Or
concessions, including the appeal from the French Government;
action plans in response to the sanctions imposed on Nord Gold plc, results of any discussions or
negotiations with Nord Gold plc
regarding the acquisition of Montagne d'Or, directly or indirectly,
including obtaining necessary approvals from regulatory and
sanctions authorities; completion of the acquisition of the
remaining 55.01% s interest of Montagne d'Or; plans to carry-out
updated economic studies for Montagne d'Or project, including the
possibility of resulting in a higher NPV; the impact from rulings
by the French Constitutional Court regarding the French Mining
Code; the satisfaction of regulatory requirements in respect of the
permitting, construction and operation of the Montagne d'Or
project, including but not limited to, the submission and
processing of mine permit applications, the timing thereof and the
timing of completion of environmental and engineering studies; the
Company's ability to renew the concessions for the Montagne d'Or
project and to comply with the conditions thereof; economic
analysis for the Montagne d'Or project and related exploration
objectives and plans; the conversion of mineral resources into
mineral reserves and the conversion of inferred mineral resources
into higher resource classification categories; the Company's
objective of become an emerging gold producer; the acquisition of
exploration projects including terms of acquisition, exploration or
development plans, intentions to acquire additional exploration or
development interests and the implications thereof; the elimination
or reduction of costs; the production capacity and potential of
future plant and equipment; future exploration and mine plans,
objectives and expectations and corporate planning of the Company,
future studies and environmental impact statements and the
timetable for completion and content thereof; impacts of government
sanctions against the Company's joint venture partner; and
statements as to management's expectations with respect to, among
other things, the matters and activities contemplated in this news
release.
Forward-looking statements are made based upon certain
assumptions and other important factors that, if untrue, could
cause the actual results, performance or achievements of the
Company to be materially different from future results, performance
or achievements expressed or implied by such statements. Such
assumptions and analyses are made by the Company's management in
light of their experience and perception of historical trends,
current conditions and expected future developments, as well as
other factors management believes are reasonable and appropriate in
the circumstances. All assumptions and analyses are those of the
Company's. There can be no assurance that such statements will
prove to be accurate. Forward-looking statements are based on
numerous assumptions regarding present and future business
strategies, local and global economic conditions, and the
environment in which the Company will operate in the future,
including compliance by the Company with regulatory and permitting
requirements applicable in French
Guiana, the sufficiency of Company's working capital; the
Company's ability to secure additional funding for the continued
exploration and development of its properties; the price of gold
and other metals; and the Company's ability to retain key
personnel. You are hence cautioned not to place undue reliance on
forward-looking statements.
Certain important factors that could cause actual results,
performance or achievements to differ materially from those in the
forward-looking statements include, among others, political and
economic risks in France,
political and economic risks in French
Guiana, risks related to the renewal applications for the
Concessions and the possible outcomes thereof; possible negative
outcomes of any appeals from the decision of the Administrative
Court of Cayenne in French Guiana;
possible negative impacts from rulings by the French Constitutional
Court regarding the French Mining Code; regulatory risk including
but not limited to unforeseen changes in regulatory requirements,
the Company's ability to enforce its contractual and other legal
rights to explore and exploit its properties, risks related to
exploration and development, permitting and licensing risk, the
estimation of mineral resources and mineral reserves and related
interpretations and assumptions, future profitability of the
Company, the ability to obtain additional financing on a timely
basis, the price of gold and marketability thereof, government
regulations including with respect to taxes, royalties, land tenure
and land use, title to the Company's properties, currency exchange
rates and fluctuations, environmental risks, dilution resulting
from the issuance of additional securities of the Company, joint
venture risks, reliance on Nord Gold
plc as operator of the Montagne d'Or project, the availability of
equipment, conflicts of interest, competition in the mining
industry, uninsured risks, market fluctuations, global financial
conditions, credit risk and risks arising from pandemics and
epidemics such as the COVID-19 pandemic. Although the Company has
attempted to identify important factors that could cause actual
actions, events or results to differ materially from those
described in forward-looking statements, there may be other factors
that cause actions, events or results not to be as anticipated,
estimated or intended. These statements, however, are subject to a
variety of risks and uncertainties and other factors that could
cause actual events or results to differ materially from those
projected in the forward-looking statements.
Readers are cautioned not to place undue reliance on
forward-looking statements. By their nature, forward-looking
statements involve numerous assumptions, inherent risks and
uncertainties, both general and specific, which contribute to the
possibility that the predicted outcomes will not occur. Events or
circumstances could cause the Company's actual results to differ
materially from those estimated or projected and expressed in, or
implied by, these forward-looking statements. Important factors
that could cause actual results to differ from these
forward-looking statements are included in the "Risk Factors"
section in Company's annual information form dated December 15, 2021, for the year ended
September 30, 2021 ("AIF").
Readers are further cautioned that the list of factors
enumerated in the "Risk Factors" section of the AIF that may affect
future results is not exhaustive. When relying on the Company's
forward-looking statements and information to make decisions with
respect to the Company, investors and others should carefully
consider the foregoing factors and other uncertainties and
potential events. Furthermore, the forward-looking statements and
information contained herein are made as of the date of this
document and the Company does not undertake any obligation to
update or to revise any of the included forward-looking statements
or information, whether as a result of new information, future
events or otherwise, except as required by applicable law. The
forward-looking statements and information contained herein are
expressly qualified by this cautionary statement.
SOURCE Orea Mining Corp.