Orea Mining Corp. Signs Binding LOI to Acquire Extensive Gold Assets in Colombia

• The BLOI was signed with the sellers on December 21^st to acquire a 100% interest in 13 mining concessions in 3 separate blocks (the "Project") located in the Department of Bolivar, northern Colombia, South America;

• The execution of the corresponding Definitive Agreement is subject to the successful completion of due diligence by Orea within 90 days from the signing of the BLOI;

• The Project covers a total surface area of 250 square kilometers encompassing numerous artisanal gold mines;

• Orea considers the Project to be highly prospective for large epithermal and porphyry gold-copper deposits; and

• The construction of a fully-permitted ore processing plant on the land holdings is near completion and will be fundamental to formalizing mining in the region.

"After evaluating numerous opportunities in 2020, Orea is delivering on its promise to add a quality gold project to its portfolio, in line with its responsible mining approach" commented Rock Lefrancois, President and CEO of Orea. "As our Montagne d'Or Gold Project in French Guiana has entered mine permitting, this new acquisition within the emerging Northern Andean copper-gold province will be the driver for exciting development and further growth in 2021" he added.

The Project lies within the northern San Lucas mountain range, northeast of the Colombian Central Cordillera. The region is known for its gold production since pre-colonial times, which is presently subject to prevalent formal and informal artisanal mining. The Project area is characterized by moderate topography and low elevations ranging from 40 to 700 meters above sea level.

As is recognized all over the northern San Lucas range, numerous small-scale near-surface artisanal underground mines are documented over the Project and surrounding areas. The mines are developed along narrow sulfide-rich quartz veins with economic grades in gold, silver, copper, zinc and lead. Within the northern San Lucas range these polymetallic veins are associated with granitic intrusion of Jurassic age. A potential second phase of the gold mineralization has been recognized on the Project interpreted to be associated with younger porphyritic domes of Tertiary age, where mineralized vein systems exhibit epithermal textures with associated alterations. The relation of the polymetallic vein-type mineralization with buried porphyry-type gold-copper systems has not yet been investigated on the Project.

Mr. Lefrancois also commented "The acquisition of this large land package offers excellent exposure for the discovery of epithermal and porphyry gold-copper deposits for the implementation of industrial-scale mining in the region and almost immediate cash flow from the processing plant".

Processing Plant

As a business unit separate from exploration activities, an ore processing plant is under construction on the Project to treat artisanal ore feed from mines within the Project and surrounding mining concessions. The plant is estimated to be 75% complete and US$3M capital expenditures are required for commissioning of the plant at a rate of 150 tonnes per day (tpd). Crushing and grinding capabilities can be increased to process 200 to 300 tpd. The plant flowsheet uses standard crushing and grinding, gravity separation of the free gold and non-toxic chemical reagents flotation to produce a concentrate. No cyanide leach circuit is required to obtain >90% recovery of the gold. The flotation concentrate may be shipped to a refinery via Barranquilla, Santa Marta or Cartagena on the Caribbean coast. Free gold is poured into doré gold bars and exported via Medellin for refining.

A corporate and social responsibility strategy for responsible and sustainable development of the region has been implemented by the seller. Social licensing was achieved by toll mining. Social efforts have also been advanced in the different areas of influence with the support of local authorities such as vaccination days, educational talks, improvement of school infrastructure, tropical storm season relief, among others.

Project Plans

Orea's initial objectives for the development of the Project include:

• Project and regional scale geological evaluation and consolidation of the land package;

• Exploration strategy, targeting and resource drilling;

• Inventory of artisanal mines on the Project and surrounding mining concessions;

• Secure toll mining contracts with artisanal miners;

• Commission and optimize processing plant at 150 tpd;

• Mechanize and assure security protocols at artisanal mines to increase ore feed; and

• Increase plant processing rate to 200 to 300 tpd.

Terms of Acquisition

The Project is held within a Colombian private company (the "Colombian Entity"), and the acquisition of the Project will be completed in two stages with key terms as follows:

• Stage 1
• • Acquisition of ~44% of the Colombian Entity in exchange for cash of ~US$105,000, 6.6 million shares of Orea, and granting a 25% net profit interest of the Project mill output to the Seller, capped at 300 tonnes per day ore feed and a maximum of 13.3 billion Colombian pesos (~CDN$4.9 million) (the "NPI")
  • Issue 5 million shares of Orea to a third party for the assignment of the right to acquire the Colombian Entity.

• Stage 2
• • Upon the NPI being paid in full, or an equivalent amount advanced to the Seller, acquisition of 56% (the "Remaining Shares") of the Colombian Entity in exchange for 20.4 million Orea shares.

• Upon closing of Stage 1, Orea will:
• • Have security of the Remaining Shares;
  • Be granted voting rights to the Remaining Shares;
  • Be appointed operator of the Project; and
  • Assume all economic benefits and risks to the Colombian Entity.

"By structuring this transaction as a two-stage acquisition, we managed to effectively have 100% control immediately, with minimal dilution as the most significant share payment will be issued in the future, and the cash component will be paid through the NPI" was further commented by Mr. Lefrancois.

The transaction contemplated under the BLOI is subject to the approval by the Toronto Stock Exchange (TSX).

Qualified Person

Rock Lefrancois, President & Chief Executive Officer of Orea and Qualified Person under National Instrument 43-101, has reviewed this news release and is responsible for the technical information reported herein, including verification of the data disclosed.

About Orea Mining Corp.

Orea is a leading gold exploration and development company operating in a prospective and underexplored segment of the Guiana Shield, South America. Its mission is to develop gold deposits with a reduced environmental footprint using innovative technologies, upholding the highest international standards for responsible mining. In French Guiana, Orea holds a major interest in the world-class Montagne d'Or mine development project. It is also advancing the Maripa gold exploration project.

For more about Orea visit the company's website at www.oreamining.com

ON BEHALF OF THE BOARD:

Rock Lefrancois
President & CEO

Forward-looking statements

Certain statements made herein, including statements relating to matters that are not historical facts and statements of the Company's beliefs, intentions and expectations about developments, results and events which will or may occur in the future, constitute "forward looking information" within the meaning of applicable Canadian securities legislation ("forward-looking statements"). Forward-looking statements relate to future events or future performance, reflect current expectations or beliefs regarding future events and are typically identified by words such as "anticipate", "could", "should", "expect", "seek", "may", "intend", "likely", "budget", "plan", "estimate", continue", "forecast", "believe", "predict", "potential", "target", "would", "might", "will", and similar words, expressions or phrases (including negative variations) suggesting future outcomes or statements regarding an outlook. These include, but are not limited to, statements and information regarding: the Company's plans to construct and develop the Montagne d'Or project, including anticipated timing thereof; the satisfaction of regulatory requirements in respect of the permitting and construction of the Montagne d'Or project, including but not limited to, the submission and processing of mine permit applications, the timing thereof and the timing of completion of environmental and engineering studies; the Company's ability to renew the concessions for the Montagne d'Or project and to comply with the conditions thereof; economic analysis for the Montagne d'Or project and related exploration objectives and plans; the conversion of mineral resources into mineral reserves and the conversion of inferred mineral resources into higher resource classification categories; the Company's objective of become an emerging gold producer; the acquisition of exploration projects including terms of acquisition, exploration or development plans, intentions to acquire additional exploration or development interests and the implications thereof; the production capacity and potential of future plant and equipment; future exploration and mine plans, objectives and expectations and corporate planning of the Company, future studies and environmental impact statements and the timetable for completion and content thereof and statements as to management's expectations with respect to, among other things, the matters and activities contemplated in this news release.

Forward-looking statements are made based upon certain assumptions and other important factors that, if untrue, could cause the actual results, performance or achievements of the Company to be materially different from future results, performance or achievements expressed or implied by such statements. Such assumptions and analyses are made by the Company's management in light of their experience and perception of historical trends, current conditions and expected future developments, as well as other factors management believes are reasonable and appropriate in the circumstances. All assumptions and analyses are those of the Company's. There can be no assurance that such statements will prove to be accurate. Forward-looking statements are based on numerous assumptions regarding present and future business strategies, local and global economic conditions, and the environment in which the Company will operate in the future, including compliance by the Company with regulatory and permitting requirements applicable in French Guiana, the sufficiency of Company's working capital; the Company's ability to secure additional funding for the continued exploration and development of its properties; the price of gold and other metals; and the Company's ability to retain key personnel. You are hence cautioned not to place undue reliance on forward-looking statements.

Certain important factors that could cause actual results, performance or achievements to differ materially from those in the forward-looking statements include, among others, political and economic risks in France, political and economic risks in French Guiana, risks related to the renewal applications for the Concessions and the possible outcomes thereof; possible negative outcomes of any appeals from the decision of the Administrative Court of Cayenne in French Guiana; regulatory risk including but not limited to unforeseen changes in regulatory requirements, the Company's ability to enforce its contractual and other legal rights to explore and exploit its properties, risks related to exploration and development, permitting and licensing risk, the estimation of mineral resources and mineral reserves and related interpretations and assumptions, future profitability of the Company, the ability to obtain additional financing on a timely basis, the price of gold and marketability thereof, government regulations including with respect to taxes, royalties, land tenure and land use, title to the Company's properties, currency exchange rates and fluctuations, environmental risks, dilution resulting from the issuance of additional securities of the Company, joint venture risks, reliance on Nord Gold SE as operator of the Montagne d'Or project, the availability of equipment, conflicts of interest, competition in the mining industry, uninsured risks, market fluctuations, global financial conditions, credit risk and risks arising from pandemics and epidemics such as the COVID-19 pandemic. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. These statements, however, are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements.

Readers are cautioned not to place undue reliance on forward-looking statements. By their nature, forward-looking statements involve numerous assumptions, inherent risks and uncertainties, both general and specific, which contribute to the possibility that the predicted outcomes will not occur. Events or circumstances could cause the Company's actual results to differ materially from those estimated or projected and expressed in, or implied by, these forward-looking statements. Important factors that could cause actual results to differ from these forward-looking statements are included in the "Risk Factors" section in Company's annual information form dated December 11, 2020 for the year ended September 30, 2020 ("AIF").

Readers are further cautioned that the list of factors enumerated in the "Risk Factors" section of the AIF that may affect future results is not exhaustive. When relying on the Company's forward-looking statements and information to make decisions with respect to the Company, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. Furthermore, the forward-looking statements and information contained herein are made as of the date of this document and the Company does not undertake any obligation to update or to revise any of the included forward-looking statements or information, whether as a result of new information, future events or otherwise, except as required by applicable law. The forward-looking statements and information contained herein are expressly qualified by this cautionary statement.

SOURCE Orea Mining Corp.



Contact
Investor Relations, (604) 634-0970 or 1 888-818-1364, ir@oreamining.com