Orezone Gold Announces Transformational Expansion into Canada with the Acquisition of the Casa Berardi Gold Mine
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OREZONE GOLD CORPORATION
450-505 Burrard Street
Vancouver, BC, V7X 1M3
T: 778-945-8977
Orezone Gold Announces Transformational Expansion into Canada with the Acquisition of the Casa Berardi Gold Mine
All dollar amounts are in USD unless otherwise indicated and abbreviation “M” means million.
• Strategic acquisition of an established operating gold mine, located in a Tier 1 mining jurisdiction
• Establishes Orezone as a diversified multi-asset producer, adding material scale, production and free cash flow
• Casa Berardi’s operating history, well established resource & reserve base, and substantial exploration upside
provide a foundation for future asset growth
• Transaction funded by an attractive financing package and financial sponsorship from Franco-Nevada Corporation
• Transaction is accretive on all key operating and financial per share metrics, benefiting all existing shareholders
• Value creation potential through multiple expansion and enhanced capital markets profile
January 26, 202 6 – Vancouver, BC - Orezone Gold Corporation (TSX: ORE | ASX: ORE | OTCQX: ORZCF) (“Orezone” or
“Company”) is pleased to announce that it has entered into a definitive agreement (the “Agreement”) to acquire (the
“Transaction”) Hecla Quebec Inc. ( “Hecla Quebec ”), a wholly owned subsidiary of Hecla Mining Company (“Hecla Mining”) .
Through this Transaction, Orezone will acquire 100% ownership of the operating Casa Berardi gold mine and a portfolio of
exploration properties, all located in Quebec. Consideration for the acquisition consists of upfront and deferred consideration of
$352M (the “Upfront and Deferred Consideration”) and contingent consideration of up to $241M (the “Contingent
Consideration”) (the “Transaction”).
The Upfront and Deferred Consideration consists of $160M in cash and $112M in Orezone common shares representing 9.9% of
the pro forma issued and outstanding shares of Orezone, both payable upon closing of the Transaction, and $80M of deferred
consideration in two cash installments payable at 18 months and 30 months following the closing of the Transaction. The
Contingent Consideration consists of $10M linked to gold price s, and $231M based on permitting and future gold production
from the proposed Principal and WMCP open pits of Casa Berardi.
This Transaction marks a significant inflection point for Orezone as it adds a proven, cash-flow-generating asset to our portfolio,
and provides asset diversification in a Tier 1 Jurisdiction,” commented Patrick Downey, President & CEO of Orezone. “The
combination of Casa Berardi and Bomboré creates a multi -asset platform with strong production and free cash flow, positioning
Orezone for near -term growth and long -term value creation. Casa Berardi’s established operating history, robust resource and
reserve base, and substantial exploration upside across a 37 km mineralized corridor, provide a foundation for sustained growth.
Consistent with recent acquisitions of non -core Canadian operating mines, we believe this transaction represents a defining
milestone that will generate meaningful value for all shareholders.
I want to thank Franco-Nevada for their sponsorship in this acquisition, and their team’s dedication and support throughout. We
welcome Hecla Mining as a new major shareholder and are committed to maintaining and building upon their legacy in the region.
In addition, we welcome all of Hecla Quebec ’s employees to the Orezone team, and are excited to continue to advance the long-
term success of the Casa Berardi mine for the benefit of all project stakeholders, including local communities and Abitibiwinni First
Nation.”
“We are delighted to partner with Orezone in this transformative transaction to acquire the Casa Berardi mine and portfolio of
exploration properties in Quebec,” said Paul Brink, President & CEO of Franco-Nevada Corporation. “Patrick and the Orezone team
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have an excellent track record operating and developing mines and we look forward to their future success as they advance Casa
Berardi’s next chapter.”
HECLA QUEBEC OVERVIEW
Casa Berardi Mine
• Casa Berardi is an established underground and open-pit gold mine located in the Abitibi region of Quebec, a Tier 1 mining
jurisdiction with excellent infrastructure and strong community support
• The mine has a long-standing operating history, with a proven track record of resource replacement since 1988. The mine has
produced over 3.2 million ounces of gold to date and continues to deliver meaningful production and cash flow
• As of December 31, 2024, Casa Berardi contained:1, 2, 3
o Proven and probable reserves: 1.3 million ounces (14.4 Mt at grade of 2.79 g/t Au)
o Measured and indicated resources2: 0.9 million ounces (4.7 Mt at 5.92 g/t Au)
o Inferred resources: 0.5 million ounces (2.4 Mt at 6.01 g/t Au)
• 2026 gold production guidance for Casa Berardi is 83,000 to 91,000 ounces, with the 5-years prior averaging 106,100 ounces of
gold production
• Significant exploration upside with several well-established mineralized zones open at depth and along strike, in addition to
new zones of high-grade mineralization identified outside of existing resources and reserves
• Casa Berardi maintains robust health, safety, and environmental performance, reinforcing Orezone’s commitment to
responsible mining practices
Quebec Exploration Properties
• The broader Casa Berardi exploration tenements (19,150 ha) cover 37 km of strike along the Casa Berardi Fault, which hosts the
potential for multiple satellite deposits to the main Casa Berardi operation. To date, limited exploration along this primary
regional trend has successfully identified several zones of mineralization, the most advanced of which is the Lac Germain
prospect located ~7km east of the Casa Berardi mill
• Within the acquired exploration portfolio of properties, the Heva-Hosco project is the most advanced, with an established 1.2
million ounce Indicated and 0.6 million ounce Inferred resource3. The project is located ~150 km southeast of Casa Berardi,
along the Cadillac-Larder Lake fault, which hosts multiple large scale gold mines including LaRonde (~20 km away) and Canadian
Malartic (~45 km away)
BENEFITS TO OREZONE SHAREHOLDERS
• Transforms Orezone into a diversified gold producer with operations in a Tier 1 jurisdiction, enhancing resilience and growth
potential
• Delivers immediate scale and increased gold production, strengthening Orezone’s leverage to the gold price and capacity to
generate free cash flow
• Establishes a robust growth pipeline through Casa Berardi’s proven resource & reserve base and significant exploration upside
across a 37 km mineralized corridor
• Improves financial flexibility with a balanced funding structure, supporting future development initiatives while maintaining a
strong balance sheet
1For the purposes of the ASX Listing Rule 5.12, the Company cautions that the Casa Berardi gold mine Mineral Reserves and Mineral Resources are not report ed in
accordance with the 2012 Joint Ore Reserves Committee’s Australasian Code for Reporting of Mineral Resources and Ore Reserves (“JORC Code”). The Casa Berardi
gold mine Mineral Reserves and Mineral Resource estimates are foreign estimates prepared in accordance with National Instrument 43-101. A competent person has
not done sufficient work to classify the foreign estimate as a Mineral Resour ce in accordance with the JORC Code, and it is uncertain whether further evaluation and
exploration will result in an estimate reportable under the JORC Code. Please refer to Annexure A of this press release for additional technical information relating to
the foreign estimate.
2 Exclusive of Mineral Reserves.
3 Mineral Resource and Mineral Reserve estimates for Casa Berardi and Heva-Hosco as at December 31, 2024 are derived from, and should be read in conjunction with,
Hecla Mining’s disclosure documents filed on SEDAR+ subsequent to the filing of the Casa Berardi Technical Report.
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• Creates a multi-asset portfolio that reduces single-asset risk and positions Orezone for sustained value creation
• Unlocks strategic opportunities for multiple expansion and enhanced capital markets visibility through increased size and
jurisdictional diversification
• Aligns with Orezone’s ESG commitment by adding an operation with a strong health, safety, and environmental track record
BENEFITS TO CASA BERARDI STAKEHOLDERS
• Orezone values the Casa Berardi team’s expertise and will rely on their experience to ensure operational continuity
• The Company will invest in exploration and development to extend mine life and maximize Casa Berardi’s potential
• Orezone will maintain strong community and stakeholder relationships, honoring all existing commitments and agreements
TRANSACTION SUMMARY AND TIMING
Under the Agreement, Orezone will acquire all of the issued and outstanding common shares of Hecla Quebec, holding 100% of
Hecla’s interest in the Casa Berardi mine and a portfolio of exploration properties located in Quebec.
Orezone has agreed to pay Hecla as follows4:
• Upfront and Deferred Consideration: $352M
o $160M in cash to be paid upon closing of the Transaction (the “Upfront Cash Consideration”)
o $112M in common shares of Orezone through the issuance of 65,757,265 Orezone common shares5
o $80M of deferred cash payments
▪ $30M to be paid 18 months following the closing of the Transaction; and
▪ $50M to be paid 30 months following the closing of the Transaction
• Contingent Consideration: up to $241M
o Up to $10M linked to gold price in the first 24 months after closing of the Transaction (“Gold Price Contingent
Consideration”)
▪ $5M to be paid should the gold price average at or above $4,200/oz in the first year following closing
of the Transaction; and
▪ $5M to be paid should the gold price average at or above $4,200/oz in the second year following
closing of the Transaction.
o Up to $231M based on permitting and future gold production, open pit or underground, from the Principal
and WMCP open pits (the “Contingent Production Payments”)
▪ $20M on grant of permits: separate cash payments of $10M upon receipt of permit approvals for
each of the Principal and WMCP open pits
▪ Up to $211M through ongoing payments of:
• $80/oz for the first 500,000 oz of production from the Principal and WMCP pits up to
$40M; and
• $180/oz for subsequent production from the Principal and WMCP pits up to $171M
Orezone anticipates closing of the Transaction will occur in the first quarter of 2026. Closing of the Transaction is subject to certain
conditions, including, among other things, receipt of all required regulatory approvals ( including the approval of the Toronto
4 No funds raised under the Company’s ASX Prospectus dated July 11, 2025 will be used to fund the Transaction.
5 Issued at a deemed price of C$2.33 based on the 5-day volume-weighted average price of Orezone’s common shares on the TSX immediately prior to the date of
the Agreement.
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Stock Exchange , Australian Securities Exchange, and approval, or expiry of the waiting period, under the Competition Act
(Canada)), and other customary closing conditions for a transaction of this nature.
TRANSACTION FINANCING
The Transaction has been structured by Orezone to take advantage of its strong balance sheet and free cash flow from its
Bomboré mine. The Upfront Cash Consideration will be funded from a combination of cash on hand and a gold stream from
Franco-Nevada.
Orezone has entered into an agreement for a $ 100M gold stream (the “Gold Stream”). Under the terms of the Gold Stream,
Orezone will deliver to Franco-Nevada fixed deliveries of 1,625 oz of gold per quarter for the first five years, after which the
stream percentage will be 5.0% of gold production thereafter. Orezone will receive a cash payment equal to 20% spot gold price
for each ounce delivered to Franco-Nevada.
ADVISORS AND COUNSEL
BMO Capital Markets is acting as financial advisor to Orezone, and Stikeman Elliott LLP is acting as legal counsel.
GenCap Mining Advisory is acting as financial advisor to Hecla, and Cassels Brock & Blackwell LLP is acting as legal counsel.
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CONFERENCE CALL AND WEBCAST
Orezone will host a conference call and audio webcast to discuss the acquisition of Hecla Mining’s Quebec assets on Monday,
January 26 at 1:30pm PT/4:30pm ET/8:30am AEDT:
Webcast
Timing: January 26, 2026 at 1:30pm PT/4:30pm ET/8:30am AEDT
Conference call webcast link: https://edge.media-server.com/mmc/p/wt2e5cz6
Conference Call
Toll-free in U.S. and Canada: 1-800-715-9871
International callers: +646-307-1963
Event ID: 7621049
QUALIFIED PERSONS AND TECHNICAL REPORT
Rob Henderson, P. Eng., VP Technical Services, Orezone has reviewed and approved the scientific and technical information
contained in this press release other than the scientific and technical information derived from the Casa Berardi Technical Report.
Mr. Henderson is a “Qualified Person” under NI 43 -101 Standards of Disclosure for Mineral Projects (“NI 43 -101”) and is not
independent of Orezone within the meaning of NI 43-101.
Mr. Michael S Lindholm, C.P.G., RESPEC Company LLC, has reviewed and approved the scientific and technical information
contained in this press release that is derived from the technical report entitled NI 43-101 Technical Report on the Casa Berardi
Mine, Northwestern Quebec, Canada, dated March 28, 2024, with an effective date of December 31, 2023 . Mr. Lindholm is a
“Qualified” Person” under NI 43 -101 and is independent of Orezone and Hecla within the meaning of NI 43 -101. Mr. Lindholm
reviewed the Casa B erardi Technical Report on behalf of Hecla Mining. To the best of Orezone’s knowledge, information, and
belief, there is no new material scientific or technical information that would make the disclosure of the mineral resources or
mineral reserves inaccurate or misleading. The Casa Berardi Technical Report is available under Hecla Mining’s SEDAR+ profile at
www.sedarplus.ca.
COMPETENT PERSONS
In accordance with ASX Listing Rule 5.12, the information in this announcement relating to the NI 43 -101 Mineral Resource
Estimate for the Casa Berardi Mine is confirmed as an accurate representation of the available data for the project by RESPEC .
Michael S. Lindholm, C.P.G., an employee of RESPEC and who is one of the authors for the NI 43 -101 report, is a member of the
American Institute of Professional Geologists (AIPG) and has sufficient experience that is relevant to the style of mineralis ation
and type of deposit under consideration, and to the activity being undertaken to qualify as a Competent Person, as defined in the
JORC Code. Mr. Lindholm has over 30 years’ experience and is a full -time employee as Principal Geologist for RESPEC. Mr.
Lindholm and RESPEC consent to the inclusion in this announcement of the matters based on this information in the form and
context in which they appear.
ABOUT OREZONE GOLD CORPORATION
Orezone Gold Corporation (TSX: ORE | ASX: ORE | OTCQX: ORZCF) is a West African gold producer engaged in mining, developing,
and exploring the Bomboré Gold Mine in Burkina Faso. Combined production from the oxide and stage 1 hard rock operations is
forecasted to total between 170,000 and 185,000 ounces in 2026. The Company is also advancing stage 2 of the hard rock
expansion, which is forecasted to increase annual production to between 220,000 and 250,000 ounces.
CONTACT INFORMATION
Patrick Downey
President and Chief Executive Officer
Kevin MacKenzie
Vice President, Corporate Development and Investor Relations
Tel: +1 (778) 945-8977
[email protected] / www.orezone.com
For further information please contact Orezone at +1 (778) 945-8977 or visit the Company’s website at www.orezone.com.
This announcement was authorized for release by the Company’s Board of Directors.
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Cautionary Note Regarding Forward-Looking Statements
This press release contains certain information that may constitute “forward -looking information” within the meaning of
applicable Canadian Securities laws and “forward -looking statements” within the meaning of applicable U.S. securities laws
(together, “forward-looking statements”). Often, but not always, forward looking statements can generally be identified by the
use of forward looking words such as “may”, “will”, “expect”, “intend”, “plan”, “estimate”, “anticipate”, “continue”, and
“guidance”, or other similar words and may include, without limitation, statements regarding the Transaction, its terms and
completion thereof, the Gold Stream, the benefits of the Transaction to Orezone shareholders and other stakeholders , plans,
strategies and objectives of management, anticipated production or construction commencement dates and expected costs or
production outputs. There can be no assurances that the Transaction will be completed on the terms set out in this press release
or at all. Forward-looking statements inherently involve known and unknown risks, uncertainties and other factors that may cause
the Company's actual results, performance and achievements to differ materially from any future results, performance or
achievements. Relevant factors may include, but are not limited to, receipt of necessary regulatory approvals of the Transaction,
changes in commodity prices, foreign exchange fluctuations and general economic conditions, increased costs and demand for
production inputs, the speculative nature of exploration and project development, including the risks of obtaining necessary
licenses and permits and diminishing quantities or grades of reserves, political and social risks, changes to the regulatory
framework within which the Company operates or may in the future operate, environmental conditions including extreme
weather conditions, recruitment and retention of personnel, industrial relations issues and litigation. Forward-looking statements
are based on the Company's and its management’s good faith assumptions relating to the financial, market, regulatory and other
relevant environments that will exist and affect the Company's business and operations in the future. The Company does not give
any assurance that the assumptions on which forward looking statements are based will prove to be correct, or that the
Company's business or operations will not be affected in any material manner by these or other factors not foreseen or
foreseeable by the Company or its management or beyond the Company's control. Although the Company attempts and has
attempted to identify factors that would cause actual actions, events or results to differ materially from those disclosed in forward
looking statements, there may be other factors that could cause actual results, pe rformance, achievements or events not to be
as anticipated, estimated or intended, and many events are beyond the reasonable control of the Company. Accordingly, readers
are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements in this press release speak
only at the date of issue. Subject to any continuing obligations under applicable law or any relevant stock exchange listing rules,
in providing this information the Company does not undertake any obligation to publicly update or revise any of the f orward-
looking statements or to advise of any change in events, conditions or circumstances.
Annexure A
Foreign Estimate (ASX Listing 5.12)
ASX
Listing
Rule
ASX Explanation Commentary
5.12.1 The source and date of the historical estimates or foreign estimates. The Casa Berardi Mine Mineral Resource and Mineral Reserve estimates were prepared under the
supervision of Qualified Persons (as defined in the Canadian NI 43-101 Standards). The Canadian NI
43-101 Standard is a national instrument for the Standards of Disclosure for Mineral Projects within
Canada.
The source of the foreign estimate is the NI 43-101 TECHNICAL REPORT ON THE CASA BERARDI
MINE, NORTHWESTERN QUÉBEC, CANADA dated 28 March 2024, with an Effective Date of 31
December 2023. The report was prepared by RESPEC Company LLC (RESPEC) for Hecla Mining
Company, 6500 North Mineral Drive, Suite 200, Coeur d’Alene, Idaho, USA, 83815.
The purpose of the Technical Report was to support the disclosure of the Casa Berardi Mineral
Resource and Mineral Reserve estimates as of December 31, 2023.
The Technical Report conforms to the Canadian Institute of Mining and Metallurgy and Petroleum
(CIM) guidelines and with the Canadian National Instrument 43-101 Standards of Disclosure for
Mineral Projects (NI 43-101).
RESPEC visited the Property on 19-21 September 2023.
5.12.2 Whether the historical estimates or foreign estimates use categories
of mineralisation other than those defined in Appendix 5A (JORC
Code) and if so, an explanation of the differences.
The Mineral Resource estimate contains categories of NI 43-101 ‘Measured’, ‘Indicated’ and
‘Inferred’, that are consistent with the terminology of the Measured’, ‘Indicated’ and ‘Inferred’
under the JORC Code 2012.
The Mineral Reserve estimate contains categories of NI 43-101 Proven and Probable in the foreign
estimate. These classifications are consistent with definitions of Proved and Probable Ore Reserves
in the JORC Code 2012.
5.12.3 The relevance and materiality of the historical estimates or foreign
estimates to the entity.
The Company considers these foreign estimates to be material to the Company given its intention,
through the Transaction, to increase its annual rate of production, increase its Mineral Resources
and Reserves and diversify its production sources.
5.12.4 The reliability of historical estimates or foreign estimates, including by
reference to any of the criteria in Table 1 of Appendix 5A (JORC Code)
which are relevant to understanding the reliability of the historical
estimates or foreign estimates.
The foreign estimate is considered to be reliable by Orezone for the following reasons:
• Key criteria, as defined in Table 1 of the JORC Code 2012, has been addressed in the
comprehensive due diligence completed by Orezone.
• Casa Berardi Mine is an operating mine with a long history of successfully producing gold
in a highly prospective region in Canada.
• The foreign estimate has been reported by Qualified Persons as defined in the Canadian
NI 43-101 Standard.
• Hecla used the estimate to support their annual 2023 Mineral Resource and Mineral
Reserve estimate.
5.12.5 To the extent known, a summary of work programs on which the
historical estimates or foreign estimates are based and a summary of
the key assumptions, mining and processing parameters and methods
used to prepare the historical or foreign estimates
• The Casa Berardi Property is located in the northern part of the Abitibi Subprovince,
within the Superior Province of the Archean core of the Canadian Shield. Three principal
styles of mineralization have been recognized at Casa Berardi with gold occurring in: 1)
quartz veins, 2) stockworks, and 3) banded iron formation. The mineralized zones are
ASX
Listing
Rule
ASX Explanation Commentary
closely associated with the Casa Berardi Fault, and the Casa Berardi deposit can be
classified as an Archean-age, sedimentary-hosted lode-gold deposit.
• Compilation and subsequent verification of the Casa Berardi database has been
performed by Hecla personnel since 2014. To further evaluate Hecla’s database, RESPEC
conducted an audit of all 2021, 2022 and 2023 assay data, with acceptable results.
RESPEC is satisfied that the drill-hole database is considered to be sufficient for use in
geological and mineral domain modeling, Mineral Resource and Mineral Reserve
estimation, and mine planning.
• Only Measured and Indicated Mineral Resources have been converted to Mineral
Reserves.
• The Mineral Reserves based on fully-scheduled mine designs, that take into account
current production and economic factors such as mining dilution and ore loss, unit mining
and processing costs, metallurgical factors and G&A costs.
• The mining methods at Casa Berardi are well established with many years of operating
experience, providing the necessary expertise to, safely and economically, extract the
Mineral Reserves.
• The Mineral Resource estimates use a long-term gold price of US$1,750/oz. The reported
Mineral Resource estimates are exclusive of Mineral Reserves.
• The Underground Mineral Reserves are estimated using a gold price of US$1,850/oz Au
and open pit Mineral Reserves are estimated using a gold price of US$1,650/oz Au, using
a US$/C$ exchange rate of 1.300.
• Underground Mineral Reserves are estimated at a cutoff grade of 3.60g/t Au for 124 Zone
and a 3.88g/t Au for the 118 and 123 Zones.
• Open pit Mineral Reserves are estimated at a cutoff grade of 1.02g/t Au for the F160 pit
and1.18g/t Au for the WMCP, Principal, and F134 Pits.
• Test work performed on open pit material was used to estimate gold recovery, while
operating data was used for underground material. Extensive test work has been
performed by an external laboratory on future open pit material (West Mine Crown Pillar
(WMCP) and Principal).
• The current process facilities are appropriate for the mineralization material extracted
from the mine. The flowsheet, equipment, and infrastructure are expected to support the
current LOM plan.
• Current permits held by Hecla for the Property are sufficient to ensure that the planned
surface and underground mining activities which will take place into 2026 are conducted
in accordance with the local, provincial, and national regulatory frameworks.
• Beyond 2026, the LOM plan includes the development of three additional open pits along
with associated waste rock storage facilities and other infrastructure. This planned
development may require an EIA to be performed at the Property.
5.12.6 Any more recent estimates or data relevant to the reported
mineralisation available to the entity
As at the date of this announcement, the foreign estimates reported by Hecla have not been
superseded by any later estimates.
5.12.7 The evaluation and/or exploration work that needs to be completed
to verify the historical estimates or foreign estimates as Mineral
Following completion of the Transaction, it is Orezone’s intention to undertake an evaluation of the
data available to seek to verify the foreign estimate as Mineral Resources or Ore Reserves in
accordance with the JORC Code. This evaluation will involve the full verification of all information