Orea Signs Binding Term Sheet to Acquire Gold Project in Suriname

VANCOUVER, July 6, 2021 - Orea Mining Corp. ("Orea") (OREA: TSX) (OREAF: OTCQX) (3CG: FSE) is pleased to announce the signing of a Binding Term Sheet ("BTS") to acquire up to a 75% interest in an advanced-stage gold exploration project (the "Project") in Suriname, South America.

Project Highlights:

• Located in a significant alluvial gold mining district in Suriname;
• Large land package consisting of contiguous Rights to Exploitation of Gold (Suriname mining licenses) covering 200 square kilometers within an underexplored segment of the Guiana Shield greenstone belts;
• Alluvial and small-scale open pit gold mining has been active on the Project over the course of the last three decades;
• Exploration conducted by Canadian juniors during 1993-97 and 2006-07, including over 30,000 meters of drilling, has provided an excellent database and identified several targets for immediate resource development;
• A large portion of the Project remains unexplored;
• The mining licenses allows for exploration and mining with no additional permits required;
• Accommodations, communications, equipment, machinery, security and personnel have been established on the Project by the optionor, facilitating logistics for exploration.

"We are very excited to expand our activities in South America, strategically within the Guiana Shield, where we have established expertise over the past 10 years," commented Rock Lefrançois, President & CEO of Orea. "Suriname's favorable mining regime and Orea's proven capabilities in the region will allow for rapid development of this promising project."

Earn-in Terms

Orea to acquire up to a 75% interest and become operator in the Project through three option stages as follows:

• First Option Stage for 51% Interest
  
  Orea to acquire an initial 51% interest in the Project within three years of the Commencement Date (defined below) by:
  
  
• • Making cash payments totaling US$1,650,000, of which only US$350,000 is payable within the first year;
  • Issuing common shares of Orea totaling 3,400,000;
  • Incurring a minimum of US$6,000,000 in exploration expenditures; and
  • Completing a NI 43-101 Technical Report containing a minimum of 500,000 oz of gold in any category.
    
    
• Second Option Stage for an Additional 19% Interest for a Total of 70
  
  Orea to acquire an additional 19% interest in the Project, for a total of 70%, within two years of completion of the First Option Stage by:
  
  
• • Making cash payments totaling US$1,500,000;
  • Issuing common shares of Orea totaling 200,000;
  • Incurring a minimum of US$10,000,000 in exploration expenditures; and
  • Completing a positive preliminary economic assessment (PEA)
    

In the event that Orea does not proceed with the completion of the Second Option Stage, Orea will transfer its interest in the Project back to the optionor.

• Third Option Stage for an Additional 5% for a Total of 75%
  
  Orea to acquire an additional 5% interest in the Project, for a total of 75%, within three years of completion of the Second Option Stage by:
  
  
• • Incurring a minimum of US$10,000,000 in exploration expenditures; and
  • Completing a bankable feasibility study (BFS).

The Commence Date starts when certain conditions have been met, including:

• Due diligence - Within 90 days of signing the BTS, Orea having completed its technical (including site visit), environmental, land, legal (including labor), financial and tax due diligence to its satisfaction; and
• Regulatory approvals - Receiving any regulatory approvals required to consummate the Transaction, including stock exchange approval and approvals required by any Government Agency under applicable law.

Upon successful earn-in of the Project, Orea and the Optionor will form a joint venture with the objective to accelerate the Project into commercial production.

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 major interest in the world-class Montagne d'Or mine development project and is also advancing the Maripa gold exploration project.

For more about Orea visit the company's website at www.oreamining.com

ON BEHALF OF THE BOARD:

Rock Lefrançois
President & CEO

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 satisfaction of regulatory requirements in respect of the permitting and construction 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 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 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; 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 SE 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 11, 2020 for the year ended September 30, 2020 ("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.

View original content to download multimedia:https://www.prnewswire.com/news-releases/orea-signs-binding-term-sheet-to-acquire-gold-project-in-suriname-301325810.html

SOURCE Orea Mining Corp.