Mr. Patrick Downey reports

OREZONE GOLD ANNOUNCES TRANSFORMATIONAL EXPANSION INTO CANADA WITH THE ACQUISITION OF THE CASA BERARDI GOLD MINE

Orezone Gold Corp. has entered into a definitive agreement to acquire Hecla Quebec Inc., a wholly owned subsidiary of Hecla Mining Company. Through this transaction, Orezone will acquire 100-per-cent 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 $352-million and contingent consideration of up to $241-million. All dollar amounts are in U.S. dollars unless otherwise indicated.

The upfront and deferred consideration consists of $160-million in cash and $112-million in Orezone common shares, representing 9.9 per cent of the pro forma issued and outstanding shares of Orezone, both payable upon closing of the transaction, and $80-million of deferred consideration in two cash instalments payable at 18 months and 30 months following the closing of the transaction. The contingent consideration consists of $10-million linked to gold prices and $231-million 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 and chief executive officer of Orezone. "The combination of Casa Berardi and Bombore creates a multiasset 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-kilometre 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 and chief executive officer of Franco-Nevada Corp. "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 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 Dec. 31, 2024, Casa Berardi contained:
  • Proven and probable reserves: 1.3 million ounces (14.4 million tonnes at a grade of 2.79 grams per tonne gold);
  • Measured and indicated resources: 900,000 ounces (4.7 Mt at 5.92 g/t Au);
  • Inferred resources: 500,000 ounces (2.4 Mt at 6.01 g/t Au).
• Two thousand twenty-six gold production guidance for Casa Berardi is 83,000 to 91,000 ounces, with the five years prior averaging 106,100 ounces of gold production.
• It has 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 hectares) cover 37 kilometres 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 identified several zones of mineralization, the most advanced of which is the Lac Germain prospect located approximately seven km 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 ounces indicated and 600,000 ounces inferred resource. The project is located approximately 150 km southeast of Casa Berardi, along the Cadillac-Larder Lake fault, which hosts multiple large-scale gold mines including LaRonde (approximately 20 km away) and Canadian Malartic (approximately 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 and reserve base and significant exploration upside across a 37-kilometre mineralized corridor;
• Improves financial flexibility with a balanced financing structure, supporting future development initiatives while maintaining a strong balance sheet;
• Creates a multiasset portfolio that reduces single-asset risk and positions Orezone for sustained value creation;
• Unlocks strategic opportunities for multiple expansion and enhanced capital market visibility through increased size and jurisdictional diversification;
• Aligns with Orezone's environmental, social and governance commitment by adding an operation with a strong health, safety and environmental record.

Benefits to Casa Berardi stakeholders:

• Orezone values the Casa Berardi team's expertise and will rely on its 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, honouring 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 per cent 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 follows:

• Upfront and deferred consideration: $352-million:
  • $160-million in cash to be paid upon closing of the transaction;
  • $112-million in common shares of Orezone through the issuance of 65,757,265 Orezone common shares;
  • $80-million of deferred cash payments:
    • $30-million to be paid 18 months following the closing of the transaction; and
    • $50-million to be paid 30 months following the closing of the transaction.
• Contingent consideration: up to $241-million:
  • Up to $10-million linked to gold price in the first 24 months after closing of the transaction:
    • $5-million to be paid should the gold price average at or above $4,200 per ounce in the first year following closing of the transaction; and
    • $5-million to be paid should the gold price average at or above $4,200 per ounce in the second year following closing of the transaction;
  • Up to $231-million based on permitting and future gold production, open pit or underground, from the Principal and WMCP open pits:
    • $20-million on grant of permits: separate cash payments of $10-million upon receipt of permit approvals for each of the Principal and WMCP open pits;
    • Up to $211-million through continuing payments of:
      • $80 per ounce for the first 500,000 oz of production from the Principal and WMCP pits up to $40-million; and
      • $180 per oz for subsequent production from the Principal and WMCP pits up to $171-million.

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 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 Bombore mine. The upfront cash consideration will be financed from a combination of cash on hand and a gold stream from Franco-Nevada.

Orezone has entered into an agreement for a $100-million gold stream. Under the terms of the gold stream, Orezone will deliver to Franco-Nevada fixed deliveries of 1,625 ounces of gold per quarter for the first five years, after which the stream percentage will be 5.0 per cent of gold production thereafter. Orezone will receive a cash payment equal to the 20-per-cent spot gold price for each ounce delivered to Franco-Nevada.

Advisers and counsel

BMO Capital Markets is acting as financial adviser to Orezone, and Stikeman Elliott LLP is acting as legal counsel.

GenCap Mining Advisory is acting as financial adviser 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, Jan. 26, at 1:30 p.m. PT/4:30 p.m. ET/8:30 a.m. Australian Eastern Daylight Time.

Webcast

Timing:  Jan. 26, 2026, at 1:30 p.m. PT/4:30 p.m. ET/8:30 a.m. AEDT

Conference call

Toll-free in United States and Canada:  1-800-715-9871

International callers:  646-307-1963

Event ID:  7621049

Qualified persons and technical report

Rob Henderson, PEng, vice-president, 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 National Instrument 43-101 (Standards of Disclosure for Mineral Projects) and is not independent of Orezone within the meaning of NI 43-101.

Michael S. Lindholm, CPG, 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 Dec. 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.

Competent persons

In accordance with Australian Securities Exchange 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, CPG, an employee of Respec, who is one of the authors for the NI 43-101 report, is a member of the American Institute of Professional Geologists, and has sufficient experience that is relevant to the style of mineralization and type of deposit under consideration and to the activity being undertaken to qualify as a competent person as defined in the Joint Ore Reserves Committee 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 it appears.

About Orezone Gold Corp.

Orezone is a West African gold producer engaged in mining, developing and exploring the Bombore gold mine in Burkina Faso. Combined production from the oxide and Stage 1 hardrock operations is forecasted to total between 170,000 and 185,000 ounces in 2026. The company is also advancing Stage 2 of the hardrock expansion, which is forecasted to increase annual production to between 220,000 and 250,000 ounces.

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