Mr. Faizaan Lalani reports

MEDARO MINING CORP. ANNOUNCES LETTER OF INTENT WITH OMEGA GOLD CORP. FOR PROPOSED REVERSE TAKEOVER

Medaro Mining Corp. has entered into a non-binding letter of intent with Omega Gold Corp., an arm's-length party, dated June 23, 2025, in respect of a proposed reverse takeover transaction of Medaro by Omega. The transaction is expected to constitute a fundamental change of Medaro as such term is defined in the rules and policies of the Canadian Securities Exchange.

Pursuant to the transaction, Medaro will acquire all of the issued and outstanding securities of Omega on a one-for-one basis, resulting in a reverse takeover of Medaro. Not including securities to be issued under the concurrent private placement (defined below), based on the number of common shares of Omega currently outstanding, former shareholders of Omega will hold, in the aggregate, 137,571,695 common shares of Medaro following the transaction.

About Omega Gold Corp.

Omega is a private mineral exploration company incorporated under the Business Corporations Act (British Columbia). Omega's principal asset is a 61-per-cent ownership interest in the Rio Bravo concessions comprising 6,171 hectares targeting gold mineralization, located approximately 35 kilometres west of Arequipa, Peru. Omega holds the right to earn an additional 38-per-cent stake in the property by spending $7,925,000 (U.S.) in staged exploration costs, paying $3-million (U.S.) in vendor cost recoveries, and paying administration, security fees and government property payments, as well as the cost of remediation. The underlying property vendor retains a 2.0-per-cent net smelter return royalty, half of which can be purchased at any time prior to production for $4.5-million (U.S.). All vendor cost recoveries are convertible at $1 (Canadian) per share at Omega's election, subject to its shares trading at or above $1 (Canadian) per share.

The property is accessed by paved and gravel roads, and is proximate to a 220-kilovolt hydroelectric transmission lines. There is minor overburden in the desert setting with year-round temperatures around 70 F, and is 1,500 to 2,650 metres above sea level.

Detailed exploration mapping has outlined on 4.7 square kilometres of gold targets, and a linear soil sampling program has detailed gold targets for drilling. Nineteen drill pads have been permitted. Exploration drilling is planned for commencement this summer.

Alan Hitchborn, chief executive officer and director of Omega, is a qualified person as defined by National Instrument 43-101, has reviewed the scientific and technical information included in this press release, and has approved the disclosure herein. Mr. Hitchborn is independent of Medaro.

Transaction mechanics

The LOI anticipates that the transaction will be effected by a share exchange, amalgamation, arrangement agreement or similar structure that will result in Omega becoming a wholly owned subsidiary of the company or otherwise combining its corporate existence with that of the company. The final structure and form of the transaction remain subject to satisfactory tax, corporate and securities law advice for both the company and Omega, and will be set forth in a definitive agreement to be entered into among the parties, which will replace the LOI. The LOI contemplates that, upon completion of the transaction, the resulting issuer will continue to carry on the business of Omega as currently constituted and the current mineral property interests of Medaro will be spun out into a newly formed company to be owned by Medaro's current shareholders.

Closing of the transaction is subject to a number of conditions, including, but not limited to, satisfactory due diligence investigations, the negotiation and execution of the definitive agreement, and receipt of all required shareholder, regulatory and third party approvals and consents, including that of the Canadian Securities Exchange. The transaction cannot close until the required approvals are obtained. There can be no assurance that the transaction will be completed as proposed or at all.

Concurrent private placements

The LOI contemplates that, prior to or concurrent with completion of the transaction, Medaro will complete a private placement of no less than one million units at 10 cents per unit, for gross proceeds of no less than $100,000, each unit to be composed of one common share of Medaro and one common share purchase warrant of Medaro, each warrant to be exercisable into one Medaro common share at 20 cents per share for three years from the date on which Medaro's shares resume trading following the transaction.

The LOI also contemplates that, prior to or concurrent with completion of the transaction, Omega will complete a private placement of no fewer than 25 million units at 10 cents per unit, for gross proceeds of no less than $2.5-million, each unit to be composed of one common share of Omega and one common share purchase warrant of Omega, each warrant to be exercisable into one Omega common share at 20 cents per share for three years from the listing date.

The proceeds from the concurrent financing are expected to be used to finance the costs associated with completing the transaction, for general working capital for the resulting issuer and for drilling at the property. Subject to CSE approval, Medaro and Omega may pay commissions on proceeds raised commensurate with industry norms.

Leadership of the resulting issuer

Upon completion of the transaction, all directors and officers of Medaro will resign and be replaced with nominees of Omega. The identities and bios of such Omega nominees will be announced in a subsequent news release when determined.

Listing statement

In connection with the transaction and pursuant to the requirements of the CSE, Medaro intends to file an information circular/listing statement on its issuer profile on SEDAR+, which will contain relevant details regarding the transaction, Medaro, Omega and the resulting issuer.

About Medaro Mining Corp.

Medaro is a lithium exploration company based in Vancouver, B.C. The company owns the James Bay Pontax project and the CYR South lithium properties in Quebec.

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