Brossard, Quebec--(Newsfile Corp. - April 2, 2025) - Mines D'Or Orbec Inc. (TSXV: BLUE) ("Orbec" or the "Company") is pleased to announce a non-brokered private placement (the "Offering") consisting of the sale of up to: (i) 1,428,571 common shares of the Company that will qualify as "flow-through shares" within the meaning of subsection 66(15) of the Tax Act (as defined below) and section 359.1 of the Québec Tax Act (as defined below) (the "FT Shares") at a price of $0.07 per FT Share, for gross proceeds of up to approximately $100,000; and (ii) 20,000,000 units of the Company (the "HD Units") at a price of $0.05 per HD Unit, for gross proceeds of up to $1,100,000, with each HD Unit to be comprised of one common share in the capital of the Company (a "Share") and one-half of one Share purchase warrant (each whole warrant, a "Warrant"). Each Warrant will entitle the holder to acquire an additional Share (a "Warrant Share") at a price of $0.075 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, Québec which will constitute "Canadian exploration expenses" as defined in subsection 66.1(6) of the Income Tax Act (Canada) (the "Tax Act") and "flow through mining expenditures" as defined in subsection 127(9) of the Tax Act and under section 359.1 of the Taxation Act (Québec) (the "Québec Tax Act") with respect to purchasers in Québec on or before December 31, 2026, that will be renounced with an effective date no later than December 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 ("TSXV"). 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 TSXV.

Orbec's Chairman, Chad Williams, intends to purchase $125,000 of HD Units and John Tait, Orbec's CEO, intends to purchase $100,000 of HD Units pursuant to the Offering. Participation by Messrs. Williams and 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 ("MI 61-101"). The Company will be exempt from the requirements to obtain a formal valuation or minority shareholder approval in connection with the participation of Messrs. Williams and Tait in the Offering in reliance of sections 5.5(a) and 5.7(1)(a) of MI 61-101.

About Orbec

Orbec is a gold company that owns 100% of a large and highly prospective mineral claim position near Chibougamau, Québec. The Muus Project covers approximately 25,250 hectares in the northeastern part of the Abitibi Greenstone Belt. Muus is prospective for gold mineralisation and is adjacent to and on strike with IAMGOLD's 8.3 million oz Nelligan Gold Project. Orbec has announced that exploration of the Muus Gold Project will advance in technical collaboration with IAMGOLD, which owns approximately 8.3% of the Company. Field work completed during 2022 established that the northern portion of the Muus Gold Project is also prospective for copper-gold volcanogenic massive sulphide mineralisation, as well as confirming that it is prospective for high-grade gold mineralisation similar to IAMGOLD's nearby Monster Lake gold deposit.

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

Cautionary Note Regarding Forward-Looking Statements

This news release contains "forward-looking information" and "forward-looking statements" (collectively, forward-looking statements") within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as "expects", or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "proposed", "budget", "scheduled", "forecasts", "estimates", "believes" or "intends" or variations of such words and phrases or stating that certain actions, events or results "may" or "could", "would", "might" or "will" be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. In this news release, forward-looking statements relate to, among other things, incur and renounce exploration expenditures in the timelines indicated; the use of proceeds from the Offering, the Company's objectives, goals and exploration activities conducted and proposed to be conducted at the Company's properties; future growth potential of the Company, including whether any proposed exploration programs at any of the Company's properties will be successful; exploration results; and future exploration plans and costs and financing availability.

These forward-looking statements are based on reasonable assumptions and estimates of management of the Company at the time such statements were made. Actual future results may differ materially as forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to materially differ from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors, among other things, include: the expected benefits to the Company relating to the exploration conducted and proposed to be conducted at the Company's properties; the receipt of all applicable regulatory approvals for the Offering; the completion of the Offering on the terms described herein, or at all; failure to identify any mineral resources or significant mineralization; the preliminary nature of metallurgical test results; uncertainties relating to the availability and costs of financing needed in the future, including to fund any exploration programs on the Company's properties; fluctuations in general macroeconomic conditions; fluctuations in securities markets; fluctuations in spot and forward prices of gold, silver, base metals or certain other commodities; fluctuations in currency markets (such as the Canadian dollar to United States dollar exchange rate); change in national and local government, legislation, taxation, controls, regulations and political or economic developments; risks and hazards associated with the business of mineral exploration, development and mining (including environmental hazards, industrial accidents, unusual or unexpected formations pressures, cave-ins and flooding); inability to obtain adequate insurance to cover risks and hazards; the presence of laws and regulations that may impose restrictions on mining and mineral exploration; employee relations; relationships with and claims by local communities and indigenous populations; availability of increasing costs associated with mining inputs and labour; the speculative nature of mineral exploration and development (including the risks of obtaining necessary licenses, permits and approvals from government authorities); the unlikelihood that properties that are explored are ultimately developed into producing mines; geological factors; actual results of current and future exploration; changes in project parameters as plans continue to be evaluated; soil sampling results being preliminary in nature and are not conclusive evidence of the likelihood of a mineral deposit; title to properties; and those factors described in the most recently filed management's discussion and analysis of the Company. Although the forward-looking statements contained in this news release are based upon what management of the Company believes, or believed at the time, to be reasonable assumptions, the Company cannot assure shareholders that actual results will be consistent with such forward-looking statements, as there may be other factors that cause results not to be as anticipated, estimated or intended. Accordingly, readers should not place undue reliance on forward-looking statements and information. There can be no assurance that forward-looking information, or the material factors or assumptions used to develop such forward-looking information, will prove to be accurate. The Company does not undertake to release publicly any revisions for updating any voluntary forward-looking statements, except as required by applicable securities law.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/247067