An anonymous director reports

MINES D'OR ORBEC ANNOUNCES FILING AND MAILING OF ITS MANAGEMENT INFORMATION CIRCULAR IN CONNECTION WITH THE SPECIAL MEETING OF SECURITYHOLDERS TO APPROVE THE ACQUISITION BY IAMGOLD

The management information circular of the company dated Nov. 10, 2025, and the proxy-related meeting materials for its special meeting of shareholders, optionholders and warrantholders of the company to be held virtually on Monday, Dec. 15, 2025, at 10 a.m. ET in connection with the proposed plan of arrangement with Iamgold Corp., have been filed under Orbec's issuer profile on SEDAR+ and posted on Orbec's website. The mailing of the meeting materials to securityholders commenced today.

On Oct. 19, 2025, Orbec entered into a definitive arrangement agreement with Iamgold pursuant to which Iamgold agreed to acquire all of the issued and outstanding common shares of Orbec by way of a court-approved plan of arrangement under the Business Corporations Act (Ontario). On Nov. 10, 2025, Orbec obtained an interim order from the Ontario Superior Court of Justice (Commercial List), authorizing the holding of the meeting and matters relating to the conduct of the meeting.

Under the terms of the arrangement agreement, each Orbec shareholder (other than Iamgold and shareholders validly exercising their dissent rights) will receive total consideration representing a value of 12.5 cents per Orbec share which consists of an aggregate of (i) 0.003466 of a common share of Iamgold and (ii) 6.25 cents per each Orbec share in cash. In-the-money options of Orbec, whether vested or unvested, will be deemed to be surrendered, assigned and transferred for a cash payment made by or on behalf of Orbec, equal to the difference between their strike price and 12.5 cents multiplied by the number of Orbec shares such Orbec options entitles the holder thereof to purchase, and in-the-money common share purchase warrants will be deemed to be surrendered, assigned and transferred for a cash payment made by or on behalf of Orbec, equal to the difference between their strike price and 12.5 cents multiplied by the number of Orbec shares such Orbec warrant entitles the holder thereof to purchase, with the exception of Orbec warrants held by Iamgold which shall be deemed to be surrendered, assigned and transferred without any consideration. All out-of-the money Orbec options and Orbec warrants will be cancelled without any payment therefor.

How securityholders can vote

At the meeting, securityholders will be asked to consider and, if deemed advisable, pass a special resolution to approve the transaction, in accordance with the terms of the arrangement agreement. The meeting will be held in the virtual-only meeting format (conducted via audio webcast at 10 a.m. (Toronto time) on Monday, Dec. 15, 2025. Registered securityholders and duly appointed proxyholders are encouraged to vote electronically as per the instructions provided in the meeting materials. Securityholders will also have an opportunity to attend, vote and ask questions during the meeting by following the instructions set out in the meeting materials. Beneficial or non-registered shareholders may vote or appoint a proxy using the voting instruction form provided to such holders. Securityholders should closely review the meeting materials to ensure that they are able to cast their vote at, or in advance of, the meeting.

Voting support agreements

Iamgold entered into voting support agreements with each director and officer of the company and certain other shareholders, pursuant to which the locked-up shareholders agreed, subject to the terms and conditions of the relevant voting support agreement, to, among other things, vote all of their securities in favour of the arrangement resolution and against any resolution submitted by any securityholder that is contrary to the contemplated terms of the transaction. As of the record date for the meeting, the locked-up shareholders collectively beneficially own or exercise control or direction over an aggregate of 32,185,364 Orbec shares, representing approximately 29.6 per cent of the voting rights attached to the Orbec shares, and an aggregate of 49,982,206 securities of Orbec representing approximately 34.6 per cent of the outstanding Orbec shares, Orbec options and Orbec warrants.

Reasons for the transaction and board and special committee recommendations

The following is a summary of the principal reasons for the unanimous determinations of the special committee and the board of directors of Orbec that the transaction is in the best interests of Orbec and the unanimous recommendation of the board that securityholders vote for the arrangement resolution. Additional details with respect to the transaction, including the reasons for the unanimous determination of the board and the special committee, as well as potential benefits and risks, are described in the circular.

• Attractive premium. Under the terms of the arrangement agreement, Orbec shareholders will receive total consideration representing a premium of approximately 25 per cent to the closing price of the Orbec shares on the TSX-V as of market close on Oct. 17, 2025.
• Ability to participate in future potential growth of combined entity. By receiving Iamgold shares under the transaction, Orbec shareholders will have an opportunity to retain exposure to Orbec's existing exploration projects, while gaining exposure to Iamgold's three operating mines, Essakane (Burkina Faso), Westwood (Quebec) and Cote Gold (Ontario). In addition, Iamgold has a portfolio of early stage and advanced exploration projects within high-potential mining districts in Canada.
• Benefits of owning Iamgold shares. The Iamgold shares are listed on both the Toronto Stock Exchange and New York Stock Exchange which benefit from increased trading liquidity, analyst coverage and investor demand.
• Preferred strategic alternative. The transaction with Iamgold was determined to be the preferred transaction available to Orbec for maximizing securityholder value, after investigating alternative transactions, obtaining advice from Orbec's financial and legal advisers, and taking into consideration the consideration offered, the probability of the transaction being completed, and the company's current financial and operational position and the other terms and conditions of the arrangement agreement.
• Value supported by a fairness opinion. The special committee received an opinion from Evans & Evans which concluded that, as of Oct. 19, 2025, the consideration to be received by the securityholders under the transaction is fair from a financial point of view to the securityholders. The terms of Evans & Evans' engagement provide that they are to receive a fixed-fee for delivery of their fairness opinion (as defined in the circular) regardless of the conclusion reached therein and regardless of whether the arrangement agreement was entered into or whether the transaction is ultimately completed.

Approval requirements

In order to become effective, the arrangement resolution must be approved by (i) not less than 66.66 per cent of the votes cast on such resolution by shareholders present in person or represented by proxy and entitled to vote at the meeting; (ii) not less than 66.66 per cent of the votes cast on such resolution by securityholders, voting together as a single class, present in-person, or represented by proxy and entitled to vote at the meeting, with shareholders, optionholders and warrantholders being entitled to one vote for each Orbec share, Orbec option and Orbec warrant, respectively; and (iii) not less than a simple majority of the votes cast on such resolution by shareholders present in person or represented by proxy and entitled to vote at the meeting, excluding certain related parties as prescribed by Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions.

Delivery of meeting materials

The relevant meeting materials will be mailed to registered securityholders and non-registered shareholders prior to the meeting. However, as Canadian postal services continue to be impacted following the return to work of Canadian Union of Postal Workers (CUPW) workers during the continuing national strike, it is possible that the delivery of the meeting materials to certain securityholders may be delayed. As such, securityholders are encouraged to access an electronic version of the meeting materials which are available under the company's issuer profile on SEDAR+ and on the company's website.

The meeting materials contain important information regarding the transaction, how securityholders can attend and vote at the meeting, the background that led to the transaction and the reasons for the unanimous determinations of the special committee, as well as the board that the transaction is in the best interests of the company and is fair to the securityholders. Pursuant to the terms of the interim order, securityholders of record on Nov. 10, 2025, will be entitled to receive notice of, attend and vote at the meeting. Securityholders should carefully review all of the meeting materials as they contain important information concerning the transaction and the rights and entitlements of securityholders thereunder.

Subject to obtaining approval of the transaction at the meeting, and the satisfaction of the other customary conditions to completion of the transaction contained in the arrangement agreement, including final approval of the court and certain regulatory approvals, all as more particularly described in the circular, the transaction is expected to close on or about Dec. 19, 2025.

Convertible debenture financing

Further to its news release dated Oct. 20, 2025, and in connection with the transaction, Iamgold agreed to make available to Orbec an unsecured convertible debenture in the principal amount of $500,000. The closing of the offering and advance of the funds by Iamgold to Orbec occurred on Oct. 20, 2025.

Securityholder questions

If you have any questions or require voting assistance, please contact Monique Hutchins, the company's corporate secretary, by e-mail at info@orbec.ca or by telephone at 416-848-7744.

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 Nelligan gold project. Orbec has announced that exploration of the Muus gold project will advance in technical collaboration with Iamgold, which owns approximately 9.9 per cent 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 (VMS) mineralization, as well as confirming that it is prospective for high-grade gold mineralization similar to Iamgold's nearby Nelligan gold discovery.

We seek Safe Harbor.