Iamgold to acquire Mines D'Or Orbec

Executive Summary

• Iamgold Corp. has signed a definitive arrangement agreement to acquire all issued and outstanding common shares of Mines D'Or Orbec Inc. (Orbec) via a court-approved plan of arrangement.
• The transaction consolidates Iamgold’s land position in the Chibougamau district of Quebec, adding the highly prospective Muus project adjacent to its existing Nelligan and Monster Lake projects.
• Orbec shareholders will receive a total consideration of 12.5 Canadian cents per share, comprising 6.25 cents in cash and 0.003466 Iamgold common shares, representing a ~25% premium to Orbec’s closing price on Oct. 17, 2025.

Key Details

• Transaction Structure: Court-approved plan of arrangement under the Business Corporations Act (Ontario).
• Consideration:
  • Total value: 12.5 Canadian cents per Orbec share.
  • Cash component: 6.25 Canadian cents per share.
  • Share component: 0.003466 Iamgold common shares per Orbec share.
• Financial Impact:
  • Implies a total equity value of $17.2 million (Canadian) based on fully diluted shares outstanding, net of Iamgold's existing ownership.
  • Represents a premium of approximately 25% to the closing price of Orbec shares on the TSX Venture Exchange as of Oct. 17, 2025.
• Share Issuance:
  • Iamgold currently owns 7.14 million Orbec shares (~6.70% of outstanding).
  • Excluding existing ownership, Iamgold expects to issue approximately 369,341 Iamgold shares to acquire the remaining Orbec shares.
• Asset Consolidation:
  • Adds the Muus project (24,979 hectares) to Iamgold’s portfolio.
  • Total mineral rights in the Chibougamau district will total 38,403 hectares.
  • Nelligan and Monster Lake projects have combined estimated measured and indicated resources of 3.2 million ounces of gold (Moz Au) and inferred resources of 5.6 Moz Au.
• Option and Warrant Treatment:
  • In-the-money Orbec options and warrants will be surrendered for cash equal to the excess of the consideration over the exercise price.
  • Out-of-the-money options and warrants will be cancelled without payment.
• Approvals Required:
  • 66.67% of votes cast by Orbec shareholders.
  • 66.67% of votes cast by Orbec shareholders, optionholders, and warrantholders voting as a single class.
  • 50% of votes cast by disinterested Orbec shareholders at a special meeting.
• Timeline:
  • Management information circular expected to be mailed in November 2025.
  • Expected closing in the fourth quarter of 2025.
• Advisers:
  • Laurentian Bank Securities Inc. (Special Adviser to Iamgold).
  • Norton Rose Fulbright Canada LLP (Legal Adviser to Iamgold).
• Early Warning Disclosure:
  • Iamgold issued an unsecured convertible debenture to Orbec for $500,000 (Canadian) to assist with working capital.
  • Assuming conversion at the offer price (12.5 CAD cents), Iamgold’s ownership would increase to approximately 10.08% of Orbec shares.

Notable Quotes

• "The addition of the Muus project provides a highly prospective land package to our rapidly expanding Nelligan mining complex project," said Renaud Adams, president and chief executive officer of Iamgold. "The Chibougamau region is quickly advancing to become one of the most exciting gold mining districts in Canada. We look forward to expanding our exploration program in the region with a goal of further expansion and extension of the mineralization at Nelligan and Monster Lake, while continuing the exploration efforts of the Orbec team."