Orea Mining Corp.

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1090 Hamilton Street Vancouver, BC V6B 2R9

Amended Annual Information Form

For the Year Ended September 30, 2022

Dated: December 21, 2022

Page
ITEM 1: CAUTIONARY NOTE ON FORWARD-LOOKING INFORMATION ........................................... 3
ITEM 2: PRELIMINARY NOTES ........................................................................................................................ 4
Effective Date of Information ................................................................................................................................... 4
Financial Statements and Management’s Discussion and Analysis .......................................................................... 4
Currency and Exchange Rates .................................................................................................................................. 4
Imperial and Metric Conversions .............................................................................................................................. 4
Definitions ................................................................................................................................................................ 5
Information Incorporated by Reference .................................................................................................................... 6
ITEM 3: CORPORATE STRUCTURE ................................................................................................................ 6
Intercorporate Relationships ..................................................................................................................................... 7
ITEM 4: GENERAL DEVELOPMENT OF THE BUSINESS ........................................................................... 8
General ...................................................................................................................................................................... 8
Three Year History ................................................................................................................................................... 9
ITEM 5: DESCRIPTION OF THE BUSINESS ................................................................................................. 14
General .................................................................................................................................................................... 14
Risk Factors ............................................................................................................................................................ 14
Mineral Projects ...................................................................................................................................................... 24
Paul Isnard Project, French Guiana ......................................................................................................................... 24
ITEM 6: DIVIDENDS ........................................................................................................................................... 56
ITEM 7: DESCRIPTION OF CAPITAL STRUCTURE ................................................................................... 56
Authorized and Issued Capital ................................................................................................................................ 56
Constraints .............................................................................................................................................................. 56
ITEM 8: MARKET FOR SECURITIES ............................................................................................................. 56
Price Range and Trading Volume ........................................................................................................................... 56
Prior Sales ............................................................................................................................................................... 58
ITEM 9: ESCROWED SECURITIES AND SECURITIES SUBJECT TO CONTRACTUAL
RESTRICTION ON TRANSFER ........................................................................................................ 58
ITEM 10: DIRECTORS AND OFFICERS ........................................................................................................... 58
Name, Address, Occupation and Security Holding ................................................................................................ 58
Bios of Directors and Executive Officers ............................................................................................................... 59
Absence of Cease Trade Orders .............................................................................................................................. 61
Absence of Bankruptcies ........................................................................................................................................ 61
Penalties or Sanctions ............................................................................................................................................. 62
Conflicts of Interest ................................................................................................................................................ 62
ITEM 11: PROMOTERS ....................................................................................................................................... 62
ITEM 12: LEGAL PROCEEDINGS AND REGULATORY ACTIONS ........................................................... 62
ITEM 13: INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS ................ 63
ITEM 14: TRANSFER AGENT AND REGISTRAR .......................................................................................... 63
ITEM 15: MATERIAL CONTRACTS ................................................................................................................. 63
ITEM 16: INTEREST OF EXPERTS ................................................................................................................... 63
ITEM 17: ADDITIONAL INFORMATION ......................................................................................................... 64

ITEM 1: CAUTIONARY NOTE ON FORWARD-LOOKING INFORMATION

This Annual Information Form (“ AIF ”) contains “forward-looking information” within the meaning of applicable Canadian securities legislation. Generally, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved”.

Forward-looking information is based on reasonable assumptions that have been made by the Company as at the date of such information and is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of Orea to be materially different from those expressed or implied by such forward-looking information, including but not limited to:

Orea may not be able to raise additional financing required in order to develop its properties;
Orea has never earned any significant net income (except for in the 2012 and 2017 financial years) and it may never achieve profitability or pay dividends;
Orea may not be able to continue on a going concern basis;
the fluctuation of metal prices and currency rates and other macroeconomic events may have adverse consequences and may result in Orea not being able to raise the additional financing required to fund its planned activities, including the development of its properties;
changes in government regulations, compliance with environmental requirements and the presence of unknown environmental hazards on Orea’s mineral properties may result in significant unanticipated compliance and reclamation costs;
the impact of general business and economic conditions, including exchange rate risks; and
other risks detailed from time-to-time in Orea’s quarterly filings, annual information forms, annual reports and annual filings with securities regulators and those which are discussed under the heading “Risk Factors”.

Some of the important risks and uncertainties that could affect forward-looking statements are described in this AIF under “Description of the Business – Risk Factors”. Should one or more of these risks and uncertainties materialize, or should underlying factors or assumptions prove incorrect, actual results may vary materially from those described in forward-looking statements. Material factors or assumptions involved in developing forward-looking statements include, without limitation, that:

Orea will continue to be in compliance with regulatory requirements;
Orea will have sufficient working capital and be able to secure additional funding necessary for the continued exploration of Orea’s property interests;
the price of gold and other metals will not decline significantly nor for a lengthy period of time;
the key personnel will continue their employment with Orea.

Although Orea believes that the expectations conveyed by the forward-looking statements are reasonable based on the information available to it on the date such statements were made, no assurances can be given as to future results, approvals or achievements. The forward-looking statements contained in this AIF and the documents incorporated by reference herein are expressly qualified by this cautionary statement. The Company disclaims any duty to update any of the forward-looking statements after the date of this AIF to conform such statements to actual results or to changes in the Company’s expectations except as otherwise required by applicable law.

ITEM 2: PRELIMINARY NOTES

Effective Date of Information

Throughout this AIF, references to “Orea”, the “Company”, “its”, and “we”, or related terms refer to Orea Mining Corp. and includes, where the context requires, its subsidiaries.

This AIF has been amended to clarify the French Approval (as defined below) deadline and subsequent EU Extension (as defined below) relating to the proposed 100% acquisition of CMMO as described in the section titled Nord Sanctions and CMMO Interest Acquisition .

All information contained herein is as at September 30, 2022, unless otherwise stated.

Financial Statements and Management’s Discussion and Analysis

This AIF should be read in conjunction with the Company’s annual consolidated financial statements for the year ending September 30, 2022 (the “ Financial Statements ”), and the accompanying Management’s Discussion and Analysis (“ MD&A ”) for that year. The Financial Statements and MD&A are available on the SEDAR website at www.sedar.com under the Company’s profile.

Currency and Exchange Rates

All dollar amounts referenced in this AIF are expressed in Canadian Dollars, unless otherwise indicated.

Imperial and Metric Conversions

For ease of reference, the following factors for converting metric measurements into imperial equivalents are:

re:	re:	re:	re:
Imperial Measure Conversion to Metric Unit				Metric Unit Conversion to Imperial Measure
2.470	Acres	= 1	Hectare	0.405	Hectares = 1 Acre
3.281	Feet	= 1	Metre	0.305	Metres = 1 Foot
0.620	Miles	= 1	Kilometre	1.609	Kilometres = 1 Mile
0.032	Ounces(troy)	= 1	Gram	31.103	Grams = 1 Ounce(troy)
2.205	Pounds	= 1	Kilogram	0.454	Kilograms = 1 Pound
1.102	Tons(short)	= 1	Tonne	0.907	Tonnes = 1 Ton

Definitions

In this AIF the following terms have the meanings set forth:

AIF	This Annual Information Form.
BFS	Bankable feasibility study.
BQ	A letter name specifying the dimensions of bits, core barrels, and
	drill rods in the B-size and Q-group wireline diamond drilling
	system having a core diameter of 36.5 mm and a hole diameter of
	60 mm.
Orea or Company	Orea Mining Corp.
Orea Guyane	Orea Guyane SAS, Orea South America’s wholly-owned French
	subsidiary.
Orea Holdings	Orea Holdings Corp., Orea’s wholly-owned Panama subsidiary.
Orea Paul Isnard	Orea Paul Isnard Corp., Orea Holdings’ wholly-owned Panama
	subsidiary.
Orea South America	Orea South America Corp., Orea Holdings’ wholly-owned Panama
	subsidiary.
CMMO	Compagnie Minière Montagne d’Or SAS, a corporation formed
	under the laws of France, which is a 44.99% owned investment of
	the Company and which holds the rights to the Montagne d’Or
	Project.
HQ	A letter name specifying the dimensions of bits, core barrels, and
	drill rods in the H-size and Q-group wireline diamond drilling
	system having a core diameter of 63.5 mm and a hole diameter of
	96 mm.
ICP	Inductively Coupled Plasma Mass Spectroscopy, a type of analysis
	for samples.
Montagne d’Or Gold Deposit	Gold deposit within the Paul Isnard Project.
Montagne d’Or Project	Gold mining project within Paul Isnard Project.
NI 43 101	National Instrument 43-101 Standards of Disclosure for Mineral
	Projects.
Nord	Nord Gold plc.
Nord 5% Interest	The prepaid right granted by the Company to Nord to acquire an
	additional 5% interest in the Montagne d’Or Project, at the time of
	exercise of the Nord Option.

Nord 5% Interest Agreement Share Purchase and Sale Agreement dated effective January 12, 2016 among Orea, Orea Paul Isnard, CMMO and Nord regarding the prepaid right granted by the Company to Nord to acquire an

additional 5% interest in the Montagne d’Or Project upon exercise of the Nord Option. Nord Option The option granted by the Company to Nord to acquire a 50.01% undivided interest in the Paul Isnard Project.

Nord Option Agreement Option agreement dated March 13, 2014 among Orea, CMMO and Nord regarding the option granted by the Company to Nord to acquire a 50.01% undivided interest in the Montagne d’Or Project. NSR Net smelter return royalty. Paul Isnard Project The Paul Isnard Project located in French Guiana, as more fully described in the Paul Isnard Technical Report. Paul Isnard Technical Report The NI 43-101 technical report on the Montagne d’Or Gold Deposit on the Montagne d’Or Project entitled “NI 43-101 Technical Report Bankable Feasibility Study Montagne d’Or Project French Guiana” dated effective March 6, 2017, with a report date of April 28, 2017, prepared by SRK Consulting (US) Inc. QA/QC Quality assurance/quality control. Share One common share in the capital of the Company. TSX The Toronto Stock Exchange.

Information Incorporated by Reference

The following documents, all of which are available under the Company’s profile on the System for Electronic Document Analysis and Retrieval (“ SEDAR ”) at www.sedar.com, are incorporated by reference into this AIF:

the Paul Isnard Technical Report, which incorporation by reference is limited to the information contained under the following sections of the report: Section 4 Property Description and Location ; Section 5.2 Accessibility and Transportation to the Property ; Section 6 History ; Section 7 Geological Setting and Mineralization ; Section 8 Deposit Types; Section 9 Exploration ; Section 10 Drilling ; Section 11 Sample Preparation, Analysis and Security ; Section 12 Data Verification ; Section 13 Mineral Processing and Metallurgical Testing ; Section 14 Mineral Resource Estimate ; Section 15 Mineral Reserve Estimate ; Section 16 Mining Methods ; Section 17 Recovery Methods ; Section 18 Project Infrastructure ; Section 20 Environmental Studies, Permitting and Social or Community Impact ; Section 21 Capital and Operating Costs ; and Section 22 Economic Analysis .

ITEM 3: CORPORATE STRUCTURE

The Company was incorporated in Saskatchewan on May 14, 2003 as “Purple Vein Resources Ltd.”. The Company was continued into British Columbia corporation on December 20, 2004. The Company changed its name to “Columbus Gold Corp.” on December 20, 2004, then to “Orea Mining Corp.” on May 14, 2020. The Shares are listed for trading on the Toronto Stock Exchange and posted for trading on the OTCQB and on the Frankfurt Stock Exchange.

The head office of Orea is located at 1090 Hamilton Street, Vancouver, British Columbia, Canada, V6B 2R9. The Company’s registered office is located at Suite 1500, 1055 West Georgia Street, Vancouver, British Columbia, Canada V6E 4N7. The Company’s head office may be reached by telephone at 604-634-

0970, by facsimile at 604-634-0971, by email at [email protected], and online at www.oreamining.com.

Orea is a reporting issuer in British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, New Brunswick, Newfoundland, Nova Scotia and Prince Edward Island.

Intercorporate Relationships

As of the date of this AIF, the Company had six subsidiaries: (i) Orea Holdings Corp. (formerly Columbus International (Luxembourg) s.a.r.l.), a wholly-owned subsidiary domiciled under the laws of Panama; (ii) Orea South America Corp. (formerly Columbus Investments s.a.r.l.), an indirectly-held subsidiary that is wholly-owned by Orea Holdings Corp. and which was domiciled under the laws of Panama; (iii) Orea Paul Isnard Corp. (formerly Columbus Gold Luxembourg s.a.r.l.), an indirectly-held subsidiary that is wholly owned by Orea Holdings Corp. and which was domiciled under the laws of Panama; (iv) Orea Guyane, an indirectly-held subsidiary that is wholly owned by Orea South America Corp. and which was incorporated under the laws of France; and (v) Orea Caricom Corp., an indirectly-held subsidiary that is wholly owned by Orea Holdings Corp. and which was domiciled under the laws of Panama; and (vi) Orea Colombia SAS, a wholly-owned subsidiary incorporated under the laws of Colombia.

The Company’s primary asset is the Paul Isnard Project located in French Guiana, an overseas region of France. The Company holds a 44.99% interest in the Montagne d’Or Project through a 44.99% interest in CMMO.

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ITEM 4: GENERAL DEVELOPMENT OF THE BUSINESS

General

The Company is an exploration and development stage mineral resource company with interests in Montagne d’Or Project.

During the past three financial years, Orea has primarily funded its operations by way of equity financings, the Nord Option Agreement and resulting shareholders’ agreement between the Company and Nord for CMMO.

Nord Option Agreement

On September 17, 2013, the Company entered into a binding letter option agreement with Nord, a major gold producer, which was followed by the execution of the Nord Option Agreement on March 13, 2014,

under which Nord had been granted the Nord Option. Under the Nord Option, Nord may earn a 50.01% interest in the Montagne d’Or Project by completing a BFS and by expending not less than US$30 million in three years in staged work expenditures, which includes a requirement for Nord to pay to the Company $4.2 million in cash no later than May 21, 2014. The $4.2 million payment was paid in full on May 21, 2014 and was due in consideration of the Company purchasing an underlying royalty on the Montagne d’Or Project from Euro Ressources S.A.

The Nord Option Agreement together with the Nord 5% Interest Agreement, provides for a 55.01% / 44.99% joint venture, with CMMO being the joint venture company, to be formed between the parties upon Nord earning its interest in the Paul Isnard Project. In the event that CMMO decides to advance the Montagne d’Or Project to mine construction and commercial production, the Company may elect to fund CMMO prorated to its 44.99% interest or allow Nord to sole fund, whereby the Company’s interest would be diluted pursuant to a pre-determined formula.

On March 10, 2017, Nord delivered a notice of option exercise to the Company to acquire a total of 55.01% interest in the Montagne d’Or Project, in accordance with the Nord Option Agreement and Nord 5% Interest Agreement.

On September 14, 2017, Orea signed a Shareholders’ Agreement with, and entered into formal joint venture with, Nord outlining the rights and obligations of each joint venture partner with respect to the management and development of the Montagne d’Or Gold Deposit.

Three Year History

Fiscal 2020 (Year ended September 30, 2020)

On October 23, 2019, the Company closed a private placement (the “ Sandstorm Private Placement ”) fully subscribed by Sandstorm Gold Ltd. (“ Sandstorm ”), raising gross proceeds of $1,250,000 through the issuance of 7,812,500 common shares of Orea, at a price of $0.16 per share and granting to Sandstorm a 0.5% net smelter returns royalty from Orea’s ownership interest on gold production from the Maripa gold project in French Guiana (“ Maripa ”), if and when Orea earns its interest in the project, and increasing up to 1% depending on Orea’s interest in the project. No finders’ fees were paid in connection with this private placement. As a result of the less dilutive Sandstorm Private Placement, the Company closed the August Private Placement concurrently, completing 1 tranche for gross proceeds of $456,000.

On February 4, 2020, the Company closed a private placement (the “ OCIM Private Placement ”) fully subscribed by OCIM Finance (“ OCIM ”), raising proceeds of $1,250,000 through the issuance of 7,812,500 common shares of Orea, at a price of $0.16 per unit, each unit consisting of 1 common shares and one-half warrant. Each full warrant entitled the holder, on exercise, to acquire one common share of the Company at a price of $0.24 for a period of 18 months from the closing date of the OCIM Private Placement.

On March 26, 2020 Orea closed an additional private placement (the “ March Private Placement ”), raising proceeds of $1,390,000 through the issuance of 8,687,500 common shares of Orea at a price of $0.16 per unit, each unit consisting of 1 common shares and one-half warrant. Each full warrant entitled the holder, on exercise, to acquire one common share of the Company at a price of $0.24 for a period of 18 months from the closing date of the March Private Placement.

The Rhea LOI was terminated on April 25, 2020 due to the fact that the exclusive exploration permit of the project to be acquired was not granted within the deadline to execute the definitive agreement.

On June 4, 2020, the Company announced it changed its name from “Columbus Gold Corp.” to “Orea Mining Corp.” and trading symbol with TSX from “CGT” to “OREA”, and trading symbol with OTCQX from CGTFF to OREAF.

Fiscal 2021 (Year ended September 30, 2021)

Montagne d’Or Project Concession Update

On October 8, 2020, the Company provided an update on the status of the Montagne d’Or project in French Guiana, France, informing, among other things, that CMMO’s title to the Montagne d’Or gold project was initially held in eight (8) mining concessions (each, a “ Concession ”) plus two (2) exclusive exploration permits covering a total area of 190 km[2] . Historically, the Concessions were granted to the original applicant and all subsequent title holders in perpetuity, in accordance with a French Imperial Law of the year 1810. As such, when the Concessions were first granted, they had the benefit of never expiring.

In 1994, the French Mining Code was amended to provide that all mining concessions granted under the Imperial Law of 1810 would expire on December 31, 2018, including CMMO’s Concessions, but could be subject to successive extensions not exceeding 25 years. In accordance therewith, and after extensive exploration work, CMMO submitted renewal applications for a 25-year period for the core project Concessions (2 of the 8 Concessions), two years prior to the expiration date. Exploration results did not justify renewal applications for the other six (6) Concessions. The exclusive exploration permits, covering the east and west extensions of the Montagne d’Or gold deposit, were granted in July 2016 for an initial 5- year period and all conditions have been satisfied to submit renewal applications for an additional 5-year period.

Renewal of the two CMMO Concessions involved a national public enquiry, which was carried out in November and December 2018. The Commission of Mines in French Guiana was expected to provide a non-binding opinion to the French Minister of Economy in charge of mines, which makes a renewal decision. The renewal of the Concessions was on the agenda of the Commission of Mines on October 16, 2019, but was removed from the agenda prior to the Commission’s meeting and the Prefect of French Guiana indicated that it would be considered at a future meeting following some complementary legal analysis.

The Mining Code provides that there is an implicit (deemed) refusal of the renewal applications if no response is received from the Minister in charge of mines within two years of the date the applications were submitted. On December 21, 2018, the Minister informed CMMO, and all other holders of former historical concessions in French Guiana, that the assessment of their application might not be finalized upon the deadline and notified each applicant that exceeding this deadline would not preclude an explicit (formal) decision at a later date. The letter stated further that the French Supreme Administrative Court (Conseil d’État) had provided that the operator “may continue its works until an explicit (formal) decision of its request for renewal.” Conditions for renewal include the requirement that the concessions be exploited on December 31, 2018, and the examination by the administrative authority of the technical and financial capacities of the title holder as well as the foreseeable duration of the exploitation of the deposit.

In order to protect its rights to the Montagne d’Or Concessions, in February and March 2019, CMMO filed proceedings in the Administrative Court of Cayenne in French Guiana to invalidate any implicit (deemed) refusal as a result of the French government having failed to respond within the prescribed deadline, and to expedite a clear and definitive formal written decision from the Minister in charge of mines.

On December 24, 2020, the Administrative Court rendered its decisions on the renewal of the Montagne d’Or Gold Deposit mining concessions and concluded that the implicit refusals were cancelled and ordered

the State to extend the mining concessions and to set the duration of these extensions within a period of six months from the notification of the court judgement.

On January 25, 2021, the French government filed an appeal with the Administrative Court of Appeal in Bordeaux from the French Court ruling of December 24, 2020.

On July 22, 2021, the Company announced that the Administrative Court of Appeal of Bordeaux rejected the French government’s appeal and request for a stay of execution of the court rulings of December 24, 2020. In its ruling, the Court of Appeal concluded that the arguments put forth by the French government were without merit and that CMMO submitted complete applications and met all requirements for the renewal of the mining concessions.

Other Updates

On January 7, 2021, the Company announced the signing of a Binding Letter of Intent (the “BLOI”) to acquire gold projects in Colombia, South America. The BLOI was terminated after the completion of a detailed due diligence evaluation.

On January 21, 2021, Orea announced that it closed an oversubscribed private placement, raising gross proceeds of CAD$1.4M through the issuance of 8,235,294 units at a price of CAD$0.17 per unit. Each unit was comprised of one Share of Orea and a half warrant, each full warrant entitling the holder, on exercise, to purchase one Share at a price of CAD$0.30 per Share for a period of 18 months from the closing date of the private placement. An aggregate of 548,471 units were paid in finders’ fees.

In June 2021, the redomiciliation of the Luxembourg subsidiaries to Panama was completed and Columbus International (Luxembourg) s.a.r.l. was renamed Orea Holdings Corp.; Columbus Investments s.a.r.l. was renamed Orea South America Corp.; and Columbus Gold (Luxembourg) s.a.r.l. was renamed Orea Paul Isnard Corp.

On July 6, 2021, the Company announced that it signed a Binding Term Sheet to acquire up to a 75% interest and become the operator in an advanced-stage gold exploration project in Suriname, South America (the “Antino Project”), through three earn-in option stages. The Suriname Project consists of Rights to Exploitation of Gold (Suriname mining licenses) covering 200 square kilometers within an underexplored segment of the Guiana Shield greenstone belts.

On September 1, 2021 the Company announced a New Montagne d’Or Project design with significantly reduced environmental impact. The project modifications highlights include:

Power will be generated by an on-site hybrid power plant capable of 80% solar-based energy resulting in a reduction in estimated total equivalent C02 emissions (TECO2) of 469,000 tonnes per year.
The hybrid power plant will reduce the surface footprint of the project, and consequently, reduce the total equivalent C02 emissions (TECO2) by an additional 41,600 tonnes per year.
The Tailings Storage Facility (“TSF”) was optimised for safety and durability.
Two sections of the 120-kilometer access road were redesigned in order to bypass the town of Saint-Laurent-du-Maroni and improve road safety and facilitate heavy vehicle traffic while complying with environmental requirements. The modifications will also shorten the distance to the mine site.

Quarry sites exclusive to the mining project will be developed to meet the heavy demands for construction material and project timelines and reduce the environmental impact related to the transport of material.
The project’s occupancy of the forest land has been significantly reduced. The total land impacted has been reduced by 32% compared to the initial project, notably a 44% reduction of impacted mature forests.

Fiscal 2022 (Year ended September 30, 2022 and to the date of this AIF)

Montagne d’Or Project Concession Update

On October 7, 2021, the Company announced that the French government filed a final appeal to the French Supreme Court on the renewal of the Montagne d’Or Gold Deposit mining concessions.

On January 10, 2022, Orea reported that the Supreme Court of France denied a petition by an NGO to join the French Government’s appeal against the renewal of the Montagne d’Or Gold Deposit mining concessions.

On January 17, 2022, the Company announced that CMMO filed additional pleadings before the Court of Appeal in Bordeaux to issue an injunction ordering the French Government to pay a fixed fine per day to CMMO, retroactive to the date of the initial court ruling of December 24, 2020.

On May 10, 2022 the Company announced that the Supreme Court of France admitted the final appeal of the French Government on the renewal of the Concessions.

Nord Sanctions and CMMO Interest Acquisition

On June 3, 2022, Marina Aleksandrovna Mordashova was Sanctioned by the European Union. Mrs. Mordashova became the controlling shareholder of Nord on February 28, 2022.

On March 4, 2022, the Company announced that it was aware of media articles which stated that Alexei Mordashov, had (a) been added to the list of persons sanctioned by the European Union in connection with Russia’s invasion of Ukraine, and (b) had transferred control of a US$1.1 billion stake in Nord to his wife, Marina Aleksandrovna Mordashova.

Prior to the share transfer, Alexei Mordashov was the beneficial controlling shareholder of Nord, the 55.01% owner of the Montagne d’Or project in French Guiana, France, of which Orea owns a 44.99% interest.

On June 7, 2022 the Company announced that Nord had been sanctioned by the U.S. Department of Treasury, Office of Foreign Assets Control (“ OFAC ”), specifically under Russian Harmful Foreign Sanctions Regulation, and that a General License No. 37 (the “ GL 37 ”) had been issued by OFAC, under which all transactions prohibited by Presidential Executive Order 14024 that are ordinarily incident and necessary to the wind down of transactions involving Nord, or any entity in which Nord owns, directly or indirectly, a 50% or greater interest, are authorized through 12:01am eastern daylight time, July 1, 2022 (the “ Sanctions Deadline ”), under certain conditions. Under the GL 37, the Company initiated negotiations with Nord to obtain its 55.01% interest in CMMO for a total ownership of 100% (the “ Proposed Acquisition ”).

On June 22, 2022, the Company made a formal request to OFAC for an extension to the Sanctions Deadline and on June 28, 2022, OFAC issued a General License No. 43 extending Orea’s deadline to unwind its joint-venture with Nord until August 31, 2022.

On August 30, 2022, a legally binding letter agreement with Nord to obtain Nord’s 55.01% interest in CMMO was executed.

On September 13, 2022, the Company announced that the French Government ministry responsible for overseeing matters related to Russian sanctions, had approved (the “French Approval”) the Proposed Acquisition. The French Approval requires the Proposed Acquisition to be completed by December 31, 2022. The EU regulation governing such deadline has been subsequently amended on December 16, 2022, to allow for an extension to February 28, 2023 (the "EU Extension"), subject to French sanctions authority approval. The Proposed Acquisition is subject to the approval or non-objection of all applicable sanctions authorities, including France (now obtained), the United Kingdom and the United States.

Antino Project

On March 17, 2022, the Company announced it entered into a Formal Option Agreement (“ FOA ”) with Nana Resources NV to acquire up to a 75% interest in the Antino Project in Suriname.

On October 24, 2022 the Company announced that it entered into a binding letter agreement with Founders Metals Inc. to assign the FOA.

Maripa

On July 19, 2018, the Company entered into an agreement (the “ Maripa Option Agreement ”) with a subsidiary of IAMGOLD Corporation (“ IAMGOLD ”) to acquire up to a 70% interest in two stages in Maripa, located in French Guiana, France.

On February 14, 2022, the Company entered into a purchase agreement (the “ Maripa Purchase Agreement ”) with IAMGOLD whereby the Company was to acquire a 100% interest in Maripa in exchange for 6,000,000 common shares of the Company, and IAMGOLD retaining a 1.5% NSR on Maripa. The closing of the Maripa Purchase Agreement transaction was subject to a number of conditions, including TSX and other regulatory approvals. Concurrent with the closing of the Maripa Purchase Agreement transaction, the Maripa Option would be terminated.

On June 6, 2022, the Company terminated the Maripa Option Agreement and the Maripa Purchase Agreement.

Others

On January 18, 2022 the Company announced a non-brokered private placement (the “ January PP ”) of up to 4,166,667 units at a price of CAD$0.12 per unit for gross proceeds of up to CAD$500,000. Each unit was comprised of one Share, and a half warrant. Each full warrant entitled the holder, on exercise, to purchase one Share at a price of CAD$0.18 for a period of 18 months from the closing date of the private placement.

On January 16, 2022 the Company announced the closing of the January PP, which was oversubscribed, raising gross proceeds of CAD$800,000 through the issuance of 6,666,667 units.

On June 13, 2022, the Company announced a private placement to fund an action plan in response to the sanctions imposed by the United States on Nord. The non-brokered private placement consisted of up to 20,000,000 units at a price of CAD$0.05 per unit, for gross proceeds of up to CAD$1,000,000 (the “ June PP ”). Each unit was comprised of one common share of the Company and a full warrant. Each warrant entitled the holder to purchase one common share of the Company at a price of CAD$0.10 for a period of 18 months. The first and only tranche of the June PP was closed on June 17, 2022, raising gross proceeds of CAD$215,000 through the issuance of 4,300,000 units.

Mr. Rock Lefrancois resigned from his position as the President and CEO of the Company on August 12, 2022.

ITEM 5: DESCRIPTION OF THE BUSINESS

General

The Company’s principal business activities are the acquisition, exploration and development of mineral properties, with gold as a principal focus. The Company’s principal business focus is the Paul Isnard Project in French Guiana. The Company maintains active generative (prospecting) and evaluation programs and, as a key element of its strategy, broadens exposure and minimizes risk through joint ventures on selected projects.

Risk Factors

Prior to making an investment decision, investors should consider the investment risks set out below and those described elsewhere in this document, which are in addition to the usual risks associated with an investment in a business at an early stage of development. The directors of the Company consider the risks set out below to be the most significant to potential investors in the Company, but do not represent all of the risks associated with an investment in securities of the Company. If any of these risks materialize into actual events or circumstances or other possible additional risks and uncertainties of which the Directors are currently unaware or which they consider not to be material in relation to the Company’s business, actually occur, the Company’s assets, liabilities, financial condition, results of operations (including future results of operations), business and business prospects are likely to be materially and adversely affected.

Title to Mining Interests, Permits and Licenses

The operations of the Company require licenses, concessions and permits from various governmental authorities. There can be no assurance that the Company will be able to obtain all necessary licenses, concessions and permits that may be required to carry out the exploration and development of its projects. The validity of the mining interests held by the Company could be uncertain and may be contested. No assurance can be given that applicable governmental authorities will not revoke or significantly alter the conditions of the applicable exploration and mining concessions or interests. The acquisition and renewal of title to mineral properties is a very detailed and time-consuming process, and the Company's title to its properties may be affected by prior unregistered agreements or transfers, or undetected defects. Several of the Company's licenses and permits will need to be renewed, and on renewal the license may cover a smaller area. There is a risk that the Company may not have clear title to all its mineral property interests, or that they may be subject to challenge or impugned in the future. Although the Company has attempted to acquire satisfactory title to all of its properties, the risk exists that some titles may be defective or that the necessary conditions for renewal of title may not be met. A successful challenge to the Company's title to its properties or the failure to renew such title could result in the Company being unable to operate on

its properties as anticipated or being unable to enforce its rights with respect to its properties which could have a material and adverse effect on the Company.

In particular, the validity of mining interests held by CMMO in the Montagne d’Or Project may be uncertain. Although renewal applications for the Montagne d’Or Project Concessions have been filed, there is no guarantee that such concessions will be renewed and this should not be construed as a guarantee of title.

The Mining Code provides that there is an implicit (deemed) refusal of the renewal applications if no response is received by the Minister in charge of mines within two years of the date the applications were submitted. On December 21, 2018, the Minister informed CMMO, and all other holders of former historical concessions in French Guiana, that the assessment of their application might not be finalized upon the deadline and notified each applicant that exceeding this deadline would not preclude an explicit (formal) decision at a later date. The letter stated further that the French Supreme Administrative Court (Conseil d’État) had provided that the operator “may continue its works until an explicit (formal) decision of its request for renewal.” Conditions for renewal include the requirement that the concessions be exploited on December 31, 2018, and the examination by the administrative authority of the technical and financial capacities of the title holder as well as the foreseeable duration of the exploitation of the deposit.

In order to protect its rights to the CMMO Concessions, in February and March 2019, CMMO filed proceedings in the Administrative Court of Cayenne in French Guiana to invalidate any implicit (deemed) refusal as a result of the French Government having failed to respond within the prescribed deadline, and to expedite a clear and definitive formal written decision from the Minister in charge of mines. On December 24, 2020, the Administrative Court of Cayenne in French Guiana concluded the implicit refusals were cancelled and ordered the State to extend the Concessions and to set the duration of these extensions within a period of six months from the notification of the court judgement. The Minister of Economy, and a non-governmental organization (NGO) permitted to intervene in the case, had two months to appeal the decision.

The French Government issued a press release on February 3, 2021 announcing that it had filed an appeal with the Administrative Court of Appeal of Bordeaux on January 25, 2021 from the Administrative Court of Cayenne ruling on December 24, 2020, which had ordered the renewal of the Concessions. The press release also reaffirms the Government’s view that the Montagne d’Or Project, as it has been presented to it, is not compatible with the Government’s environmental ambitions.

On July 16, 2021, the Administrative Court of Appeal of Bordeaux rejected the French Government’s appeal and request for a stay of execution of the court rulings of December 24, 2020. In its ruling, the Court of Appeal of Bordeaux concluded that the arguments put forth by the French Government were without merit and that CMMO submitted complete applications and met all requirements for the renewal of the Concessions. This ruling provides strong arguments in support of the additional court claim by

CMMO made on June 25th for the French Government to pay 10,000 Euro a day in penalties, for every day that the Concessions are not renewed.

The Montagne d’Or Project has been the subject to comprehensive environmental studies of high standard.

On October 7, 2021, the Company announced that it received confirmation that the Government filed a final appeal and on May 10, 2022, the Company announced that the French Supreme Court admitted the final appeal filed by the Government.

If CMMO is unable to resolve this dispute favourably, it is possible that title to the concessions will not be renewed which could result in a material adverse impact on the Company's financial performance, cash flow and results of operations.

Exploration, Development and Production Risks

An investment in the Shares is speculative due to the nature of the Company’s involvement in the evaluation, acquisition, exploration, development and production of minerals. Mineral exploration involves a high degree of risk and there is no assurance that expenditures made on future exploration by the Company will result in new discoveries in commercial quantities.

While the Company has a limited number of specific identified exploration or development prospects, management will continue to evaluate prospects on an ongoing basis in a manner consistent with industry standards. The long-term commercial success of the Company depends on its ability to find, acquire and commercially develop reserves. No assurance can be given that the Company will be able to locate satisfactory properties for acquisition or participation. Moreover, if such acquisitions or participations are identified, the Company may determine that current markets, terms of acquisition and participation or pricing conditions make such acquisitions or participations uneconomic. The Company has no earnings record and no producing resource properties.

Some of the Company’s mineral projects are in the exploration stage. Resource exploration, development, and operations are highly speculative, characterized by a number of significant risks, which even a combination of careful evaluation, experience and knowledge will not eliminate. Few properties that are explored are ultimately developed into producing mines. Unusual or unexpected formations, formation pressures, fires, power outages, labour disruptions, flooding, explosions, cave-ins, landslides and the inability to obtain suitable or adequate machinery, equipment or labour are other risks involved in the operation of mines and the conduct of exploration programs. Orea must rely upon consultants and contractors for exploration, development, construction and operating expertise. Substantial expenditures are required to establish mineral resources and mineral reserves through drilling, to develop metallurgical processes to extract the metal from mineral resources and, in the case of new properties, to develop the mining and processing facilities and infrastructure at any site chosen for mining.

There is no assurance that surface rights agreements that may be necessary for future operations will be obtained when needed, on reasonable terms, or at all, which could adversely affect the business of the Company.

No assurance can be given that minerals will be discovered in sufficient quantities at any of the Company’s mineral projects to justify commercial operations or that funds required for additional exploration or development will be obtained on a timely basis. Whether a mineral deposit will be commercially viable depends on a number of factors, some of which are: the particular attributes of the deposit, such as size, grade and proximity to infrastructure; metal prices which are highly cyclical; the proximity and capacity of

milling facilities; and government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and environmental protection. The exact effect of these factors cannot accurately be predicted, but the combination of these factors may result in the Company not receiving an adequate return on invested capital.

Estimation of mineral resources, mineral reserves and mineralization and metal recovery

The Company completed a feasibility study on the Paul Isnard Project and determined that the Paul Isnard Project has a proven and probable mineral reserves of 2,745,000 oz gold. Nonetheless, there is a degree of uncertainty attributable to the estimation of mineral resources, reserves and mineralization and corresponding grades being mined or dedicated to future production. Until resources, reserves or mineralization are actually mined and processed, quantity of mineralization and grades must be considered as estimates only. Any material change in quantity of resources, mineralization, or grade may affect the economic viability of the Company’s projects. In addition, there can be no assurance that precious or other metal recoveries in small-scale laboratory tests will be duplicated in larger scale tests under on-site conditions or during production.

Interpretations and assumptions of mineral resource and mineral reserve estimates

Unless otherwise indicated, mineral resource and mineral reserve estimates presented in this AIF and in the Company’s other filings with securities regulatory authorities, press releases and other public statements that may be made from time to time are based upon estimates made by independent geologists/mining engineers. These estimates are imprecise and depend upon geologic interpretation and statistical inferences drawn from drilling and sampling analysis, which may prove to be unreliable. The mineral resource and mineral reserve estimates contained in this AIF have been determined based on assumed future prices, cutoff grades, operating costs and other estimates that may prove to be inaccurate. There can be no assurance that these estimates will be accurate; mineral reserve, resource or other mineralization figures will be accurate; or the mineralization could be mined or processed profitably. The interpretation of drill results, the geology, grade and continuity of the Company’s mineral deposits contains inherent uncertainty. Any material reductions in estimates of mineralization, or of the Company’s ability to extract this mineralization, could have a material adverse effect on its results of operations or financial condition.

Future Profits/Losses and Production Revenues/Expenses

There can be no assurance that significant losses will not occur in the near future or that the Company will be profitable in the future. The Company’s operating expenses and capital expenditures may increase in subsequent years as needed consultants, personnel and equipment associated with advancing exploration, development and commercial production, if any, of the Paul Isnard Project and any other properties Orea has or may acquire are added. The amounts and timing of expenditures will depend on the progress of ongoing exploration and development, the results of consultants’ analyses and recommendations, the rate at which operating losses are incurred, the execution of any joint venture agreements with strategic partners, and the Company’s acquisition of additional properties and other factors, many of which are beyond the Company’s control. The Company does not expect to receive revenues from operations in the foreseeable future, if ever. Orea expects to incur losses unless and until such time as any of its properties enter into commercial production and generate sufficient revenues to fund its continuing operations. The development of the Paul Isnard Project and any other properties the Company may acquire will require the commitment of substantial resources to conduct the time-consuming exploration and development of properties. There can be no assurance that the Company will generate any revenues or achieve profitability. There can be no assurance that the underlying assumed levels of expenses will prove to be accurate.

Additional Funding Requirements

From time to time, the Company may require additional financing in order to carry out its acquisition, exploration and development activities. Failure to obtain such financing on a timely basis could cause the Company to forfeit its interest in certain properties, miss certain acquisition opportunities, delay or indefinite postponement of further exploration and development of its projects with the possible loss of such properties, and reduce or terminate its operations. If the Company’s cash flow from operations is not sufficient to satisfy its capital expenditure requirements, there can be no assurance that additional debt or equity financing will be available to meet these requirements or be available on favourable terms.

Prices, Markets and Marketing of Natural Resources

Gold is a commodity whose price is determined based on world demand, supply and other factors, all of which are beyond the control of Orea. World prices for gold have fluctuated widely in recent years. The marketability and price of natural resources which may be acquired or discovered by the Company will be affected by numerous factors beyond its control. Orea has limited direct experience in the marketing of gold.

Government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of natural resources and environmental protection are all factors which may affect the marketability and price of natural resources. The exact effect of these factors cannot be accurately predicted, but any one or a combination of these factors could result in the Company not receiving an adequate return for shareholders.

Title Matters

No assurances can be given that the Company holds valid titles and that there are no title defects affecting the Company’s properties and that such title will not be challenged or impaired. The acquisition of title to resource properties is a very detailed and time-consuming process. Title to, and the area of, resource claims may be disputed. There may be valid challenges to the title of any of the mineral properties in which Orea holds an interest that, if successful, could impair development and/or operations thereof. A defect could result in the Company losing all or a portion of its right, title, estate and interest in and to the properties to which the title defect relates.

Any of the mineral properties in which the Company holds an interest may be subject to prior unregistered liens, agreements or transfers or other undetected title defects. There is no guarantee that title to the properties will not be challenged or impugned.

Foreign Operations & Political Risk

The Company’s mineral operations are currently conducted in French Guiana, and as such the Company’s operations are exposed to various levels of political, economic and other risks and uncertainties. These risks and uncertainties may include, but are not limited to: fluctuations in currency exchange rates; inflation; labour unrest; renegotiation or nullification of existing concessions, licenses, permits and contracts; illegal mining; corruption; changes in taxation policies; and changing political conditions, social unrest and governmental regulations that favour or require the awarding of contracts to local contractors or require foreign contractors to employ citizens of or purchase supplies from a particular jurisdiction.

The Company’s activities are subject to extensive laws and regulations governing worker health and safety, employment standards, waste disposal, protection of historic and archaeological sites, mine development, protection of endangered and protected species and other matters.

A number of other approvals, licenses and permits are required for various aspects of mineral exploration and mine development. While the Company will use its best efforts to ensure title to its mineral properties continues into the future, these interests may be disputed, which could result in costly litigation or disruption of operations. Future changes in applicable laws and regulations or changes in their enforcement or regulatory interpretation could negatively impact current or planned exploration and development activities on the Company’s mineral projects.

Failure to comply strictly with applicable laws, regulations and local practices relating to mineral right applications and tenure, could result in loss, reduction or expropriation of entitlements. The occurrence of these various factors and uncertainties cannot be accurately predicted and could have an adverse effect on the Company’s operations or future profitability.

Changes, if any, in mining or investment policies or shifts in political attitude in France and French Guiana could adversely affect the Company’s operations or profitability and could have a material and adverse effect on the Company's future cash flows, earnings, results of operations and/or financial condition. Operations may be affected in varying degrees by government regulations with respect to, but not limited to, price controls, export controls, currency remittance, changes in taxation policies, renewal of or securing all of concessions, licenses, permits and authorizations required to conduct exploration of mineral projects, expropriation of property, foreign investment, maintenance of claims, environmental legislation, land use, land claims of local people, water use, mine safety. Other risks may include, but are not limited to: fluctuations in currency exchange rates, labour unrest, illegal mining, corruption, and social unrest.

These risks may limit or disrupt the Company's projects, restrict the movement of funds, cause the Company to have to expend more funds than previously expected or required, or result in the deprivation of contractual rights or the seizure of property by nationalization or expropriation without fair compensation, and may materially adversely affect the Company's financial position and/or results of operations. In addition, the enforcement by the Company of its legal rights, including rights to exploit its properties or utilize its permits and licenses and contractual rights may not be recognized by the court systems in French Guiana or enforced in accordance with the rule of law. As French Guiana has a developing economy it is difficult to predict its future political, social and economic direction, and the impact that government decisions may have on its business. Any political or economic instability in French Guiana could have a material and adverse effect on its business and results of operations.

Enforcement of Civil Liabilities

Certain of Orea’s directors and certain of the experts named herein reside outside of Canada and, similarly, a majority of the assets of the Company are located outside of Canada. It may not be possible for investors to effect service of process within Canada upon the directors and experts not residing in Canada. It may also not be possible to enforce against the Company and certain of its directors and experts named herein judgements obtained in Canadian courts predicated upon the civil liability provisions of applicable securities laws in Canada.

Environmental Risks

All phases of the natural resources business present environmental risks and hazards and are subject to environmental regulation pursuant to a variety of international conventions and state and municipal laws and regulations. Environmental legislation provides for, among other things, restrictions and prohibitions on spills, releases or emissions of various substances produced in association with operations. The legislation also requires that facility sites and mines be operated, maintained, abandoned and reclaimed to the satisfaction of applicable regulatory authorities. Compliance with such legislation can require

significant expenditures and a breach may result in the imposition of fines and penalties, some of which may be material. Environmental legislation is evolving in a manner expected to result in stricter standards and enforcement, larger fines and liability and potentially increased capital expenditures and operating costs. The discharge of tailings or other pollutants into the air, soil or water may give rise to liabilities to foreign governments and third parties and may require the Company to incur costs to remedy such discharge. No assurance can be given that environmental laws will not result in a curtailment of production or a material increase in the costs of production, development or exploration activities or otherwise adversely affect the Company’s financial condition, results of operations or prospects.

Companies engaged in the exploration and development of mineral properties generally experience increased costs, and delays as a result of the need to comply with applicable laws, regulations and permits. The Company believes it is in substantial compliance with all material laws and regulations which currently apply to its activities.

Failure to comply with applicable laws, regulations and permitting requirements may result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed and may include corrective measures requiring capital expenditures, installation of additional equipment, or remedial actions. Parties engaged in natural resource exploration and development activities may be required to compensate those suffering loss or damage by reason of its activities and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations and, in particular, environmental laws.

Amendments to current laws, regulations and permits governing operations and activities of natural resources companies, or more stringent implementation thereof, could have a material adverse impact on Orea and cause increases in capital expenditures or production costs or a reduction in levels of production at producing properties or require abandonment or delays in developments of new properties.

Dilution

In order to finance future operations and development efforts, Orea may raise funds through the issue of Shares or securities convertible into Shares. The constating documents of the Company allow it to issue, among other things, an unlimited number of Shares for such consideration and on such terms and conditions as may be established by the directors of the Company, in many cases, without the approval of shareholders. The Company cannot predict the size of future issues of Shares or securities convertible into Shares or the effect, if any, that future issues and sales of Shares will have on the price of the Shares. Any transaction involving the issue of previously authorized but unissued Shares or securities convertible into Shares would result in dilution, possibly substantial, to present and prospective shareholders of the Company.

Regulatory Requirements

Mining operations, development and exploration activities are subject to extensive laws and regulations governing prospecting, development, production, exports, taxes, labour standards, occupational health, waste disposal, environmental protection and remediation, protection of endangered and protected species, mine safety, toxic substances and other matters. Changes in these regulations or in their application are beyond the control of the Company and could adversely affect its operations, business and results of operations.

Government approvals and permits are currently, and may in the future be, required in connection with the mineral projects in which the Company has an interest. To the extent such approvals are required and not obtained, the Company may be restricted or prohibited from proceeding with planned exploration or

development activities. Failure to comply with applicable laws, regulations and permitting requirements may result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment, or remedial actions. Parties engaged in mining operations may be required to compensate those suffering loss or damage by reason of the mining activities and may be liable for civil or criminal fines or penalties imposed for violations of applicable laws or regulations. Amendments to current laws, regulations and permitting requirements, or more stringent application of existing laws, could have a material adverse impact on the Company and cause increases in capital expenditures or production costs or reductions in levels of production at producing properties or require abandonment or delays in development of properties.

The Company’s material property is located in French Guiana and as such is subject to the jurisdiction of the laws of France and French Guiana. Operations may be affected in varying degrees by government regulation with respect to restrictions on production, price controls, export controls, foreign exchange controls, income taxes, expropriation of property, environmental legislation and mine safety. These uncertainties may make it more difficult for the Company to obtain required production financing for the Paul Isnard Project if and when it is needed.

Joint Venture Risks in respect of the Montagne D’Or Project and the Company’s Minority Interest therein

The Montagne d’Or Project is operated through a joint venture with Nord, under CMMO. As such, the Company is subject to the risks and uncertainties inherent with incorporated joint ventures, including, but not limited to: the inability to exert control over strategic decisions made in respect of projects, disagreements with joint venture partners on how to develop and operate projects, inability of joint venture partners to meet their obligations to the joint venture or third parties, and disputes or litigation between joint venture partners regarding joint venture matters.

Nord is the majority (55.01%) shareholder in the Nord joint venture and is also the operator of the Montagne d’Or Project. Although the Company has representation on the board of CMMO, the terms of the shareholders’ agreement governing the operation of the Montagne d’Or Project provide effective control to Nord. As the holder of a minority (44.99%) interest in the Montagne d’Or Project, the Company neither serves as the mine's operator nor does the Company have significant input into how the operations are conducted and is therefore dependent on Nord to manage and operate the affairs of CMMO and to do so in compliance with the shareholders’ agreement with the Company. As such, the Company has varying access to data on the operations and to the protect itself and it is difficult or impossible for the Company to ensure that the Montagne d’Or Project is operated in its best interest. Moreover, Nord may have divergent business objectives from the Company’s objectives which may impact the Company’s business and financial results. Management of the Montagne d’Or Project may not comply with the Company's management and operating standards, controls and procedures. Failure to adopt equivalent standards, controls and procedures at these assets or improper management or ineffective policies, procedures or controls could not only adversely affect the value of the Montagne d’Or Project and operations but could also lead to higher costs and adversely impact the Company's results and reputation and future access to new assets.

Although the Company expects its relations with Nord to remain positive, any failure of Nord to meet its obligations to the Company under the shareholders’ agreement or to third parties, or any disputes with respect to the parties' respective rights and obligations, could have a material adverse effect on the joint venture or the Company’s interests in the Montagne d’Or Project. Furthermore, CMMO is incorporated under the laws of France. The laws of France do not provide all of the same protections that are available to shareholders of corporations that are formed under the laws of Canada. Accordingly, any dispute between

the Company and Nord as the shareholders of CMMO could have a materially adverse effect on the Company’s results of operations and financial condition.

Reliance on Operators and Key Employees

The success of the Company will be largely dependent upon the performance of its management and key employees. The Company does not have any key man insurance policies and therefore there is a risk that the death or departure of any member of management or any key employee could have a material adverse effect on the Company. In assessing the risk of an investment in the Shares, potential investors should realize that they are relying on the experience, judgment, discretion, integrity and good faith of the management of the Company. An investment in the Shares is suitable only for those investors who are willing to risk a loss of their entire investment and who can afford to lose their entire investment.

Permits and Licenses

The operations of the Company will require licenses and permits from various governmental authorities. There can be no assurance that the Company will be able to obtain or maintain all necessary licenses and permits that may be required to carry out exploration and development of its projects.

Availability of Equipment and Access Restrictions

Natural resource exploration and development activities are dependent on the availability of drilling and related equipment in the particular areas where such activities will be conducted. Demand for such limited equipment or access restrictions may affect the availability of such equipment to the Company and may delay exploration and development activities.

Conflict of Interest of Management

Certain of the Company’s directors are also directors and/or officers of other natural resource companies. Consequently, there exists the possibility for such directors to be in a position of conflict. Any decision made by any of such directors relating to the Company will be made in accordance with their duties and obligations to deal fairly and in good faith with the Company and such other companies.

Competition

The Company actively competes for acquisitions, leases, licences, concessions, claims, skilled industry personnel and other related interests with a substantial number of other companies, many of which have significantly greater financial resources than the Company.

The Company’s ability to successfully bid on and acquire additional property rights to participate in opportunities and to identify and enter into commercial arrangements with other parties will be dependent upon developing and maintaining close working relationships with its future industry partners and joint operators and its ability to select and evaluate suitable properties and to consummate transactions in a highly competitive environment.

Insurance

The Company’s involvement in the exploration for and development of natural resource properties may result in the Company becoming subject to liability for certain risks, and in particular unexpected or unusual geological operating conditions, including rock bursts, cave ins, fires, floods, earthquakes, pollution, blowouts, property damage, personal injury or other hazards. Although the Company will obtain insurance in accordance with industry standards to address such risks, such insurance has limitations on liability that

may not be sufficient to cover the full extent of such liabilities. In addition, such risks may not, in all circumstances be insurable, or, in certain circumstances, the Company may elect not to obtain insurance to deal with specific risks due to the high premiums associated with such insurance or other reasons. The payment of such uninsured liabilities would reduce the funds available to the Company. The occurrence of a significant event that the Company is not fully insured against, or the insolvency of the insurer or such event, could have a material adverse effect on the Company’s financial position, results of operations or prospects.

No assurance can be given that insurance to cover the risks to which the Company’s activities will be subject will be available at all or at economically feasible premiums. Insurance against environmental risks (including potential for pollution or other hazards as a result of the disposal of waste products occurring from production) is not generally available to the Company or to other companies within the industry. The payment of such liabilities would reduce the funds available to the Company. Should the Company be unable to fund fully the cost of remedying an environmental problem, the Company might be required to suspend operations or enter into interim compliance measures pending completion of the required remedy.

The Market Price of Shares May Be Subject to Wide Price Fluctuations

The market price of Shares may be subject to wide fluctuations in response to many factors, including variations in the operating results of the Company, divergence in financial results from analysts’ expectations, changes in earnings estimates by stock market analysts, changes in the business prospects for the Company, general economic conditions, changes in mineral reserve or resource estimates, results of exploration, changes in results of mining operations, legislative changes, and other events and factors outside of the Company’s control.

In addition, stock markets have from time to time experienced extreme price and volume fluctuations, which, as well as general economic and political conditions, could adversely affect the market price for the Shares.

The Company is unable to predict whether substantial amounts of Shares will be sold in the open market. Any sales of substantial amounts of Shares in the public market, or the perception that such sales might occur, could materially and adversely affect the market price of the Shares.

Global Financial Conditions

Global financial conditions over the last few years have been characterized by increased volatility and several financial institutions have either gone into bankruptcy or have had to be rescued by governmental authorities. These factors may affect the ability of the Company to obtain equity or debt financing in the future on terms favourable to it. Additionally, these factors, as well as other related factors, may cause decreases in asset values that are deemed to be other than temporary, which may result in impairment losses. If such increased levels of volatility and market turmoil continue, the operations of the Company may suffer adverse impact and the price of our Shares may be adversely affected.

Currency Risk

Currency fluctuations may affect the costs the Company incurs at its operations. Gold is sold throughout the world based principally on the US dollar price, but a portion of the Company’s operating expenses may be incurred in other currencies. Fluctuation in these and other currencies coupled with stable or declining metal prices may have an adverse effect on the Company’s earnings, in the event it has any, halt or delay development of new projects, and reduce funds available for further mineral exploration.

Credit risk

Credit risk is the risk of an unexpected loss if a party to its financial instruments fails to meet its contractual obligations. The Company’s financial assets exposed to credit risk will be primarily composed of cash and amounts receivable. While the Company will attempt to mitigate its exposure to credit risk, there can be no assurance that unexpected losses will not occur. Such unexpected losses could adversely affect the Company.

Mineral Projects

Paul Isnard Project, French Guiana

Unless otherwise stated, information of a technical or scientific nature related to the Paul Isnard Project contained in this AIF is summarized or extracted from the March 6, 2017 Paul Isnard Technical Report authors, Bart A. Stryhas, PhD, CPG, John Tinucci, PhD, PE; Bret Swanson, BEng Mining, MAusIMM, MMSA QP; Peter Clarke, BSc Mining, MBA, PEng; Eric Olin, MSc Metallurgy, MBA, SME-RM, MAusIMM; David Bird, MSc, PG, SME-RM; Paul Williams, MSc, PG, PH, SME-RM; David Hoekstra, BSc Civil Engineering, P.E.; Cam Scott, B.A.Sc., Geological Engineering; Dave Gordon, B App Sc Engineering Metallurgy, FAusIMM; Mark Willow, MSc, CEM, SME-RM;Grant Malensek, MEng, PEng/PGeo. Readers should consult the Paul Isnard Technical Report to obtain further particulars regarding the Paul Isnard Project. The Paul Isnard Technical Report is available for review under the Company’s profile on SEDAR at www.sedar.com.

Rock Lefrançois is the Qualified Person who has approved the scientific and/or technical information respecting the Paul Isnard Project in this AIF.

Property Description, Location and Ownership

The Montagne d’Or Gold Project is part of the larger Paul Isnard Project. At the time of the filing of the 2017 Paul Isnard Technical Report, the Paul Isnard Project was comprised of 8 mining concessions and 2 pending exclusive exploration permit covering a total area of 190 square kilometres (km2). The mining concessions expired on December 31, 2018, with the possibility of successive extensions not exceeding 25 years. In accordance, CMMO submitted renewal applications for a 25-year period for the two core project concessions (N° 215 C02/46 and N° 219 C03/48) in December 2016, two years prior to the expiration date. Concession N° 215 C02/46 encompasses the Montagne d’Or Gold Deposit. Exploration results did not justify renewal applications for the other 6 non-core concessions. The grant of the renewal applications of concessions N° 215 C02/46 and N° 219 C03/48 is pending. The Bernard and Cigaline exclusive exploration permits, covering the east and west extensions of the Montagne d’Or Gold Deposit, were granted in July 2016 for an initial 5-year period and all conditions were satisfied to submit renewal applications for an additional 5-year period. CMMO submitted renewal applications for the Bernard and Cigaline exclusive exploration permits in March 2021.

The Project area and mining concessions are located in the northwestern portion of French Guiana, South America. The Project area extends from longitude 53° 53’ 52” W (Universal Transverse Mercator ((UTM) 178,475) to 54° 03’ 09” W (UTM 161,360), and latitude 4° 40’ 59” N (UTM 518,322) to 4° 51’ 03” N (UTM 536,922). The Project also includes historic artisanal mining operations, exploration roads, drill pads, a core logging/storage facility and a base camp. The Camp Citron base camp is located approximately 4 kilometres (km) northwest of the deposit.

CMMO is the Project owner, with the Company having a 44.99% interest in CMMO, and Nord having a 55.01% interest. Nord is the operator of the Project.

Geology and Mineralization

The Montagne d’Or Gold Deposit is a Paleoproterozoic age, high sulphidization, volcanogenic (VMS) gold deposit that has undergone remobilization and shear zone style deformation. The deposit is located within the northern greenstone belt of the Guiana Shield in French Guiana. Mineralization is hosted within the two billion year old, Paramaca Formation composed predominantly of meta-volcanic and meta-sedimentary units. These units have been deformed by ductile deformation resulting in tight to isoclinal folding and shearing as well as a pervasive foliation striking east-west and dipping steeply to the south. The current model of gold mineralization is a VMS type. Significant portions are thought to have been emplaced as replacement style mineralization. Subsequently, the mineralization has been deformed and partly remobilized within structural controls. Gold mineralization is associated with primary sulphide minerals as replacements within pyrite and chalcopyrite. At a macroscopic scale, the following five types of mineralization have been identified in mapping and drill core logging:

Semi-massive sulphides (SMS) with >20% sulphides with associated gold mineralization;
Sulphides as disseminations and stringers with associated gold mineralization;
Late-stage disseminated euhedral pyrite mineralization;
Rhythmic mafic tuff with associated pyrrhotite mineralization; and
Gold mineralization associated with quartz veins.

Status of Exploration, Development and Operations

The database supporting the resource estimation of this report is current to April 1, 2016. It contains information from 349 diamond core and reverse circulation drill holes and 87 channel samples. The drilling was completed in two main campaigns. A previous owner drilled 56 holes between 1996 and 1998. Orea completed an additional 293 holes from 2011 to February, 2016. The channel samples were all collected from surface outcrops between 1995 and 1997. SRK has previously reviewed the 1995 through 1998 exploration data and found it to be of sufficient quality to support an industry standard, resource estimation. All drilling, sampling and analytical work conducted by Orea has followed industry standard procedures and includes quality assurance/quality control (QA/QC) protocols.

Mineral Resource Estimate

Gold mineralization is controlled mainly by structural fabric and lithology. The mineralization is localized in planar zones which have recurrent distribution and highly variable grades. Anomalous gold grades typically occur in zones 3 to 10 metres (m) wide which are separated by barren or lower grade zones 10 to 30 m wide. As part of the most recent drilling campaign, most of the historic core was re-logged to create a unified system of lithologic descriptions. This has resulted in a detailed, 3¬D geologic model created by using Leapfrog® Geo software. Lithologic control of mineralization is evident and SRK utilized four lithic types or groups which were estimated independently.

The gold (Au) capping level was chosen at 40 grams per tonne (g/t) resulted in 31 samples ranging from 40.1 to 163 g/t being reduced to 40 g/t prior to compositing. This capping results in a net loss of 3.4% of all gold in the database. Compositing was completed in 3 m downhole lengths with no breaks at lithologic contacts.

Orea constructed generated wireframe solids with Leapfrog® software which enclosed anomalous gold mineralization at a 0.3 g/t Au threshold. The grade estimation was conducted in six domains. Three rock types/groups were used and each rock type/group was estimated independently both internal and external to the grade shell using only samples from the same domain. An Inverse Distance Weighting Squared (IDW2) algorithm was used for the grade estimations.

Six techniques were used to evaluate the validity of the block model including; visual checks, overall model performance parameters, statistical comparison between composite and block grades, nearest neighbor comparisons, dilution sensitivity and swath plots.

The Mineral Resources reported by SRK for the Montagne d’Or Gold Deposit are classified as Measured, Indicated and Inferred Mineral Resources, based primarily on drillhole spacing since all other supporting data is of good quality. A wire frame solid was constructed around the area where the average drillhole spacing is approximately 35 m or less and these were used to assign the Measured Mineral Resource classification. This is a focused area of drilling completed in 2015 and 2016 located within the proposed Phase I pit. The measured wire frame solid is flanked by a second wireframe constructed around the areas where the average drillhole spacing is approximately 65 m or less and these were used to assign the Indicated Mineral Resource classification. All blocks outside of these wireframes were classified as Inferred Mineral Resources.

The Montagne d’Or Mineral Resource Statement is presented in Table 1-1. The resource is confined within a WhittleTM optimization pit shell and a Cut-off Grade (CoG) of 0.4 g/t Au applied. The pit shell and CoG assumes open-pit mining methods and is based on a mining cost of US$2/t, milling cost of US$15/t, administration cost of US$1/t, a gold price of US$1,300/oz., 95% gold recovery, gold refining cost of US$8/oz, and 5% net smelter return (NSR) royalty. A 45° pit shell slope was used for bedrock and a 35° pit shell slope was used for saprolite. The reported Mineral Resources include material from all estimation domains.

The effective date for the Mineral Resource estimate in this report is July 1, 2016 and was prepared by SRK. Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability.

Table 1-1: Montagne d’Or Mineral Resource Statement as of July 1, 2016, SRK Consulting (U.S.), Inc.

Classification	Au Cut-Off (g/t)	Tonnes (M)	Au (g/t)	Contained Au (Moz)
Measured	0.4	10.3	1.804	0.60
Indicated	0.4	74.8	1.350	3.25
M & I	0.4	85.1	1.405	3.85
Inferred	0.4	20.2	1.484	0.96

All figures rounded to reflect the relative accuracy of the estimates.
Metal assays were capped where appropriate.
The Mineral Resources were estimated by Bart A. Stryhas PhD, CPG # 11034, a Qualified Person.
Mineral Resources are reported based on a CoG of 0.4 g/t Au, and are reported inside a conceptual pit shell based on appropriate mining and processing costs and metal recoveries for oxide and sulphide material.
CoGs are based on a mining cost of US$2/t, milling cost of US$15/t, administration cost of US$1/t, a gold price of US$1,300/oz., 95% gold recovery, gold refining cost of US$8/oz, and 5% NSR royalty.
Silver was not included in the resource estimate. No gold equivalent grades are reported. Source: SRK, 2016

Geotechnical

SRK used Slide limit equilibrium program (RockScience, 2014) to assess the static slope stability for the pit slopes. The critical overall stability section is located on the south wall of the pit with a slope height of 308 m from the top of the pit slope to the pit bottom. Due to uncertainties in ground conditions, the stability analysis assumed a tension crack and piezometric level near the slope surface. Average strengths are used in the overall slope analysis. The critical stability surface has a minimum Factor of Safety (FoS) of 1.80 under these conditions and the potential failure surface would daylight at the toe of the pit slope. The critical surface runs predominantly through the felsic tuff and diabase dike units.

The saprolite slopes, being the weakest units, have the minimum FoS exceeding 1.3 on all sections analyzed. The saprolite slopes are the upper portion of the overall pit slope. Strengths for the saprolite have been developed from laboratory testing and back analysis of natural slope failures. The saprolite was analyzed for both average strengths, and a 25th percentile strength distribution value. The FoS assumes that the saprolite slopes are drained, given the design for drainage ditches at the saprock level along the pit walls. The stability of saprolite slopes is subject to the completion of a drainage design and placement of vegetative cover on all saprolite slopes following excavation. If undrained conditions exist or have not been covered with vegetation, the saprolite slopes are predicted fail by mechanisms of either erosion, flow, or creep.

Monitoring of slopes will be required due to the uncertainties in conditions. A slope monitoring program should be implemented at the pre-mining stage of the Project. The program should be used to identify any incipient failures (including natural slope movements up dip of the ultimate pit walls) and determine the course of action, which could include unloading or buttressing of slopes.

Several geotechnical risks have been identified for the Project that have been incorporated into the Project risk register. These risks include: existing natural landslide hazards above the pit slope to the south of the pit, potential for slope creep under sustained wet conditions, flow and erosion of the saprolite if slope drainage measures are not effective, potential for high groundwater levels in the rock slopes; and rockfall and multi-bench failures in the pit slopes. Mitigation of these risks have been addressed as a part of the slope BFS design and stability criteria in the study, and the recommended slope monitoring program. As mining commences additional risk reduction may be accomplished by conducting geologic and geotechnical mapping and analysis.

Waste Rock Stability Analysis

SRK used Slide limit equilibrium program (RockScience, 2014) to assess the slope stability for the Waste Rock Dump (WRD) slopes. The predicted minimum FoS is 1.40 for the WRD slope design. The critical surface is located on the 20-m high berm at the base of the WRD (at 36° slope angle, or 1.4 horizontal to 1 vertical (1.4H:1V)). The critical surface is predicted to pass through the saprolite foundation extending to the crest of the dump slope. The overall predicted slope FoS is 1.70 for the 100 m high dump slope with an overall slope angle of approximately 24°(2.2H:1V). The FOS values for both critical sections exceeded the minimum required FOS of 1.3.

Mineral Reserve Estimate

Life-of-Mine (LoM) plans and resulting Mineral Reserves are determined based on a gold price of US$1,200/oz Au. Reserves stated in Table 1-2 are dated effective as of September 1, 2016 with a Euro:USD exchange rate (EURUSD) of US$1.10:€1.00.

The ore material is converted from Mineral Resource to Mineral Reserve based primarily on positive cash flow pit optimization results, pit design and geological classification of Measured and Indicated resources. The in situ value is derived from the estimated grade and certain modifying factors.

The Qualified Person has not identified any risk including legal, political or environmental, that would materially affect potential development of the Mineral Reserves, as of September 1, 2016.

Table 1-2: Montagne d’Or Mineral Reserve Estimate as of September 1, 2016, SRK Consulting (U.S.), Inc.

Class	Tonnes M	Au g/t	Contained Au Moz
Proven Probable	8.25 45.87	1.99 1.50	0.53 2.22
Proven and Probable	54.11	1.58	2.75

Mineral Reserves are reported at varied cut-offs dependent on lithological rock types, economics and estimated metallurgical recovery. Felsic Tuffs have CoG of 0.617 g/t Au, Granodiorites have a CoG of 0.622 g/t Au, Mafics have a CoG of 0.665 g/t Au, Saprolite and Saprock have a CoG of 0.552 g/t Au.
Associated metallurgical recoveries have been estimated as 93.8% for Felsic Tuffs, 95.2% for Granodiorites, 91.3% for Mafics and 96.4% Saprolite/Saprock
Full mining recovery assumed.
Reserves have no additional dilution added to that inherent in the selective mining unit (SMU) of 5 m x 5 m x 5 m diluted mine block model.
Reserves are based on a US$1,200/oz Au gold price.
Reserves are converted from resources through the process of pit optimization, pit design, production schedule and supported by a positive cash flow model.
The ore reserves were estimated by Bret C Swanson, BE (Min) MMSAQP #04418QP, a Qualified Person.
Silver was not included in the reserve estimate. No gold equivalent grades are reported.
The reserves are valid as of September 1, 2016.

Mining Methods

Mine Planning

The Project is located on the side of a moderately sized hill, surrounded by dense tropical rainforest in a remote location that has been disturbed by historic illegal mining. The Montagne d’Or mine will be an open pit mine that uses gravity/cyanidation as the primary method of extracting gold from the Mineral Resource. Through the process of pit optimization, pit design, production scheduling, and capital and operating cost estimation, the conversion of Mineral Resources to Mineral Reserves resulted in a diluted reserve of 2.75 Moz Au at 1.58 g/t Au defined in situ before metallurgical recoveries.

The Bankable Feasibility Study (BFS) open pit is approximately 2.5 km long by 500 m wide, and of varying depth from surface1, with a stripping ratio of 4.5 to 1 (waste to ore). (Note 1: The open pit is located on the side of a hill. The average pit north wall is approximately 125 m deep from original ground surface, and

the average pit south wall is approximately 225 m in height. The pit centroid depth from original ground surface is 185 m). Figure 1-1 illustrates the planned pit, WRD and TSF locations for the Project.