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

VANCOUVER, British Columbia, Jan. 26, 2026 (GLOBE NEWSWIRE) -- 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 prices, 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 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
  • Proven and probable reserves: 1.3 million ounces (14.4 Mt at grade of 2.79 g/t Au)
  • Measured and indicated resources2: 0.9 million ounces (4.7 Mt at 5.92 g/t Au)
  • 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
   
• 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
   

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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 reported 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 Resource 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.

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
  • $160M in cash to be paid upon closing of the Transaction (the “Upfront Cash Consideration”)
  • $112M in common shares of Orezone through the issuance of 65,757,265 Orezone common shares5
  • $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
  • 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.
  • 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 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.
 

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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.

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.

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 Berardi 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 mineralisation 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.