First Mining to sell Cameron Gold to Oronova for $27M

Executive Summary

• First Mining Gold Corp. has entered into a definitive amalgamation agreement to sell its wholly owned subsidiary, Cameron Gold Operations Ltd. (owner of the Cameron gold project), to Oronova Energy Inc. for total consideration of $27 million.
• Following the transaction, Oronova will be renamed Seva Mining Corp., with First Mining becoming its largest shareholder (approx. 48% ownership) and retaining the right to nominate two directors to the board.
• The transaction includes a concurrent non-brokered private placement by NewCo (Oronova's subsidiary) for up to $15 million in gross proceeds to fund the Cameron project's exploration and advancement.

Key Details

• Transaction Structure: Three-cornered amalgamation under the Business Corporations Act (Ontario), where Oronova incorporates a subsidiary (NewCo) which amalgamates with Cameron Gold.
• Total Consideration: $27 million, composed of:
  • $5 million in cash.
  • 80 million common shares of Oronova (deemed value of $0.25 per share).
  • Future cash payment of at least $2 million, payable upon the processing of a mineralized stockpile at Cameron pursuant to a stockpile agreement.
• Post-Closing Ownership: First Mining is expected to own approximately 48% of Seva Mining Corp. (formerly Oronova) after the closing of the transaction and the concurrent private placement.
• Board Representation: First Mining has the right to nominate two directors to the Seva board of directors pursuant to an Investor Rights Agreement (IRA) to be executed at closing.
• Concurrent Financing:
  • Oronova intends to complete a non-brokered private placement of up to 60 million NewCo shares at $0.25 per share.
  • Total gross proceeds: Up to $15 million.
  • Use of proceeds: Finance exploration and advancement of the Cameron project, pay transaction costs/expenses, and provide general working capital.
• Regulatory Conditions: Subject to TSX Venture Exchange approval and completion of the private placement.
• Closing Timeline: Expected to close in the first quarter of 2026.
• Securities Restrictions: Shares issued are subject to TSX-V escrow restrictions and transfer restrictions under the IRA.

Notable Quotes

• "We are very excited to enter into this partnership with the Fiore Group to advance the Cameron gold project... 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, First Mining Gold Corp.