Mr. John Tait reports

MINES D'OR ORBEC ANNOUNCES NON-BROKERED PRIVATE PLACEMENT FOR GROSS PROCEEDS OF UP TO $1.1 MILLION

Mines D'or Orbec Inc. has arranged a non-brokered private placement, consisting of the sale of up to: (i) 1,428,571 common shares of the company that will qualify as flow-through (FT) shares within the meaning of Subsection 66(15) of the Income Tax Act (Canada) (as defined below) and Section 359.1 of the Quebec Tax Act (as defined below) at a price of seven cents per FT share, for gross proceeds of up to approximately $100,000; and (ii) 20 million units of the company at a price of five cents per hard-dollar (HD) unit, for gross proceeds of up to $1.1-million, with each HD unit to comprise one common share in the capital of the company and one-half of one share purchase warrant. Each warrant will entitle the holder to acquire an additional share at a price of 7.5 cents per warrant share for a period of 18 months following closing of the offering.

The gross proceeds from the issuance of the FT shares will be used to incur resource exploration expenses on the company's Muus property in Chaplais, Que., which will constitute Canadian exploration expenses, as defined in Subsection 66.1(6) of the Income Tax Act (Canada), and flow-through mining expenditures, as defined in Subsection 127(9) of the Income Tax Act (Canada) and under Section 359.1 of the Taxation Act (Quebec), with respect to purchasers in Quebec on or before Dec. 31, 2026, that will be renounced with an effective date no later than Dec. 31, 2025, to the purchasers of the FT shares in an aggregate amount not less than the gross proceeds raised from the issue of the FT shares. The net proceeds from the issue of the HD units will be used on exploring the company's properties, and for working capital and general corporate purposes.

The closing of the offering is expected to occur on or about April 25, 2025, and is subject to receipt of all necessary regulatory approvals, including the TSX Venture Exchange. The payment of fees and issuance of securities to eligible finders on the sale of the FT shares and HD units will be payable in accordance with the policies of the TSX-V.

Mines D'or Orbec's chairman, Chad Williams, intends to purchase $125,000 of HD units and John Tait, Mines D'or Orbec's chief executive officer, intends to purchase $100,000 of HD units pursuant to the offering. Participation by Mr. Williams and Mr. Tait in the offering will be considered a related party transaction pursuant to Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The company will be exempt from the requirements to obtain a formal valuation or minority shareholder approval in connection with the participation of Mr. Williams and Mr. Tait in the offering in reliance of sections 5.5(a) and 5.7(1)(a) of MI 61-101.

About Mines D'or Orbec Inc.

Mines D'or Orbec is a gold company that owns 100 per cent of a large and highly prospective mineral claim position near Chibougamau, Que. The Muus project covers approximately 25,250 hectares in the northeastern part of the Abitibi greenstone belt. Muus is prospective for gold mineralization and is adjacent to and on strike with Iamgold's 8.3-million-ounce Nelligan gold project. Mines D'or Orbec has announced that exploration of the Muus gold project will advance in technical collaboration with Iamgold, which owns approximately 8.3 per cent of the company. Fieldwork completed during 2022 established that the northern portion of the Muus gold project is also prospective for copper-gold volcanogenic massive sulphide mineralization, as well as confirming that it is prospective for high-grade gold mineralization similar to Iamgold's nearby Monster Lake gold deposit.

We seek Safe Harbor.