Orea Announces Resignations and Wind-Up

Rhea-AI Summary

Orea Mining Corp. (OREAF) provides an update on its default status due to international sanctions against joint venture partner Nord Gold plc, leading to the inability to move the Montagne d'Or gold project forward. The company's proposal to acquire Nordgold's interest was not approved by the Canadian government, resulting in the resignation of all officers and directors. Orea will not file its financial statements for the year ended September 30, 2023.

Positive

• None.

Negative

• Inability to move the Montagne d'Or gold project forward due to international sanctions and lack of funding from joint venture partner Nord Gold plc.
• Resignation of all officers, directors, and the need for an orderly wind-up of the Company.
• Failure to file audited financial statements and other required regulatory filings for the year ended September 30, 2023.

Vancouver, British Columbia--(Newsfile Corp. - February 14, 2024) - Orea Mining Corp. (TSX: OREA) (OTCQB: OREAF) (FSE: 3CG) ("Orea" or the "Company") is providing an update to its default status report last filed on January 30, 2023. The Company reports that it has exhausted all possible options to move the Company and the Montagne d'Or gold project forward due to the extenuating circumstances resulting from international sanctions imposed against its joint venture partner Nord Gold plc ("Nordgold").

Nordgold is solely responsible under the terms of the joint venture to fund all project expenditures, with Orea being fully carried. Nordgold has not provided funding in nearly 2 years since the Russian invasion of the Ukraine, and under sanctions regulations, Orea is also restricted from directly funding Montagne d'Or expenditures. Orea's proposal to acquire Nordgold's 55.01% interest in Montagne d'Or received approvals or non-objections from all applicable jurisdictions but was not approved by the Canadian government. Orea's situation has become untenable with no viable legal path for Orea to advance the Montagne d'Or project in the absence of Canadian government approval.

Effective immediately, all officers including the CEO, CFO and Corporate Secretary have resigned, and all directors have also resigned from the board. Prior to its resignation, the Board appointed Danielle Sweeting as an authorized signatory. Mrs. Sweeting will be identifying suitable professionals and advisors to proceed, if applicable, with the orderly wind-up of the Company. Mrs. Sweeting is a long-time employee, familiar with all of the Company's systems and records.

Further, the Company advises that it will not be filing its audited annual financial statements and corresponding management's discussion and analysis, and the Annual Information Form (AIF) for the year ended September 30, 2023, including the CEO and CFO certifications that were due to be filed by the required regulatory filing deadline of December 29, 2023.

Danielle Sweeting
Authorized Signatory
Orea Mining Corp.

For more information contact:
604-634-0970
ir@oreamining.com

This news release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws. Forward-looking statements relate to future events or future performance and reflect the expectations or beliefs of management of the Company regarding future events. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as "endeavors", "intends", "expects" or "anticipates", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would" or will "potentially" or "likely" occur. This information and these statements, referred to herein as "forward‐looking statements", are not historical facts, are made as of the date of this news release and include without limitation, statements regarding the wind-up of the Company.

These forward‐looking statements involve numerous risks and uncertainties, and actual results might differ materially from results suggested in any forward-looking statements. These risks and uncertainties include, among other things, risks that the Company cannot retain a trustee or legal advisor to proceed with the wind-up of the Company. In making the forward-looking statements in this news release, the Company has applied several material assumptions, including without limitation, the assumption that the Company will successfully retain a trustee or legal advisor to proceed with the wind-up of the Company. There can be no assurance that any forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, the reader should not place any undue reliance on forward-looking information or statements. The Company undertakes no obligation to update forward-looking information or statements, other than as required by applicable law.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/197897

FAQ

Why is Orea Mining Corp. providing an update on its default status?

Orea Mining Corp. is providing an update due to international sanctions against joint venture partner Nord Gold plc, impacting the Montagne d'Or gold project.

What led to the resignation of all officers and directors of Orea Mining Corp.?

The inability to move the Montagne d'Or project forward and the lack of approval for the acquisition of Nordgold's interest led to the resignation of all officers and directors.

Why will Orea Mining Corp. not file its financial statements for the year ended September 30, 2023?

Orea Mining Corp. will not file its financial statements due to the current situation and the need for an orderly wind-up of the Company.