First Mining Announces New Partnership to Advance Cameron Gold Project

Executive Summary

• First Mining Gold Corp. entered into a definitive amalgamation agreement to sell its wholly‑owned subsidiary, Cameron Gold Operations Ltd., and the Cameron Gold Project to Oronova Energy Inc. for total consideration of C$27 million (C$5 M cash, 80 M Oronova shares at $0.25 per share, plus a minimum future cash payment of C$2 M).
• Upon closing, Oronova will be renamed Seva Mining Corp.; First Mining will become the largest shareholder (~48% ownership) and retain the right to nominate two directors to Seva’s board.
• A concurrent non‑brokered private placement by NewCo (a subsidiary of Oronova) may raise up to $15 M (60 M shares at $0.25 each) to fund exploration, transaction costs, and working capital; closing expected in Q1 2026 pending TSXV approval.

Key Details

• Transaction Structure: Three‑cornered amalgamation under Ontario Business Corporations Act – Oronova creates “NewCo,” which amalgamates with Cameron Gold.
• Consideration:
• C$5 M cash paid at closing.
• 80 M common shares of Oronova (valued at $0.25 per share).
• Minimum future cash payment of C$2 M upon processing a mineralized stockpile at Cameron (stockpile agreement to be executed at closing).
• Post‑Closing Ownership: First Mining expected to own ~48% of the renamed Seva Mining Corp. after the private placement and transaction close.
• Private Placement (Non‑Brokered): Up to 60 M NewCo shares at $0.25 per share, targeting gross proceeds of up to $15 M; subject to TSXV approval. Proceeds earmarked for:
• Exploration and advancement of the Cameron Project.
• Transaction costs and expenses.
• General working capital.
• Board Rights: First Mining will have the right to nominate two directors to Seva’s board under an Investor Rights Agreement executed at closing.
• Closing Conditions & Timeline: Subject to customary conditions, TSXV approval of both the transaction and private placement; expected to close in Q1 2026.
• Strategic Rationale (CEO Quote): “We are very excited to enter into this partnership with the Fiore Group… This transaction will put in place a dedicated team which will be well funded to advance the project, benefiting the local and Indigenous communities around the Cameron Project.” – Dan Wilton, CEO.

Notable Quotes

• Dan Wilton, CEO, First Mining: “We are very excited to enter into this partnership with the Fiore Group to advance the Cameron Gold Project… The Fiore Group has a strong track record of creating shareholder value… This transaction will put in place a dedicated team which will be well funded to advance the project, benefiting the local and Indigenous communities around the Cameron Project.”