Mr. Patrick Downey reports

OREZONE ANNOUNCES US$105 MILLION FINANCING TO FULLY FUND THE BOMBORE PHASE II HARD ROCK EXPANSION

Orezone Gold Corp. has secured binding commitments totalling over $105-million to fully finance the construction of the phase II hard-rock expansion at its flagship Bombore gold mine. With this financing, the company's board of directors has approved a positive construction decision for this brownfield expansion. All amounts in this news release are in U.S. dollars, unless otherwise stated.

With early works complete, engineering and procurement well advanced, and major works expected to commence shortly, the phase II expansion remains on schedule for first gold in late 2025.

Financing package highlights:

• $58-million senior secured term loan with Coris Bank International, a leading West African bank and the company's current senior lender;
• $47-million non-brokered private placement of 92,743,855 common shares of Orezone at 70 cents per share with Nioko Resources Corp.;
• No gold hedging, offtakes or cost overrun reserve required by Coris Bank;
• The Bombore mine remains free of any hedging, gold stream or private gold royalty, thereby preserving upside for shareholders.

Patrick Downey, president and chief executive officer, stated: "We are extremely pleased to announce that the phase II hard-rock expansion for Bombore is now fully financed. We welcome Nioko Resources, a local Burkinabe and West African investment group, as an aligned and committed stakeholder, further strengthening our local base and providing another platform for regional growth. Orezone remains well positioned to deliver this next stage of project growth, which will see annual gold production increase to over 170,000 ounces in 2026, an approximate 50-per-cent increase from current levels. The capital cost for the expansion is estimated at $85-million, and Orezone expects to deliver first gold from the expansion in late 2025.

"This financing package sets a clear path forward for Bombore to realize a substantial hard-rock life of mine. The path forward includes our renewed focus on exploration and discovery, and, with a greater-than-14-kilometre-long mineralized trend, drilled to an average depth of approximately 200 metres, we see substantial upside to further expand the project's current stated mineral resources of 4.5 million ounces in measured and indicated and 600,000 ounces in inferred.

"Lastly, I would like to acknowledge our in-country lender, Coris Bank, whose ongoing support has been instrumental in advancing Bombore through a phased production ramp-up. With this phase II financing package, we look forward to further strengthening our partnership with Coris Bank."

Phase II term loan

The company has received a credit-committee-approved binding term sheet from Coris Bank for a senior secured project-level term loan (for the hard-rock expansion. The phase II term loan is denominated in West African Communaute Financiere Africain francs (XOF), the official currency of Burkina Faso, which will provide a natural currency hedge for local construction costs.

Term loan highlights:

• Approximately $58-million (35 billion XOF at an assumed foreign exchange rate of 600);
• Term of three years;
• Interest rate of 11 per cent per annum;
• Available in multiple draws with the first drawdown to repay the company's existing bridge loan of approximately $20-million (12 billion XOF) entered into with Coris Bank on May 10, 2024;
• Deferral of principal repayments to January, 2026;
• Early repayment permitted, with a prepayment fee of 2 per cent.

Conditions precedent to loan drawdowns include execution and delivery of final loan documentation, intercreditor consents and approvals with the existing convertible debentureholders, and other customary conditions.

Equity financing

The company has entered into a binding agreement with a strategic investor, Nioko Resources, for a non-brokered private placement of 92,743,855 common shares at a price per share of 70 Canadian cents for gross proceeds of $47-million.

The subscription price of 70 Canadian cents per share represents:

• 6.9-per-cent premium to the closing price of 66 Canadian cents per share on July 9, 2024;
• 6.4-per-cent premium to the 10-day VWAP (volume-weighted average price) of 66 Canadian cents per share on July 9, 2024.

Given the timing uncertainty of VAT (value-added tax) refunds during construction and the large VAT receivable accumulated to date, the equity financing was required to advance the hard-rock expansion on a fully financed basis. The proceeds from the equity financing will help cover any potential shortfalls of VAT refunds forecasted during the construction period as well for exploration, working capital and general corporate purposes.

The company expects to complete the equity financing in July, which is subject to final approval of the Toronto Stock Exchange. All common shares issued pursuant to the equity financing will be subject to a four-month hold period from the date of closing. No finders' fees or broker fees are payable in connection with the equity financing.

About Orezone Gold Corp.

Orezone Gold is a West African gold producer engaged in mining, developing and exploring its flagship Bombore gold mine in Burkina Faso. The Bombore mine achieved commercial production on its oxide operations on Dec. 1, 2022, and is now focused on its staged hard-rock expansion that is expected to materially increase annual and life-of-mine gold production from the processing of hard-rock mineral reserves. Orezone is led by an experienced team focused on social responsibility and sustainability with a proven record in project construction and operations, financings, capital markets, and mergers and acquisitions.

The technical report, titled "Bombore Phase II Expansion, Definitive Feasibility Study" is available on SEDAR+ and the company's website.

Qualified person

Rob Henderson, PEng, vice-president, technical services, is the qualified person who has approved the scientific and technical information in this news release.

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