O Rei Resources Completes Gold Project Acquisition

VANCOUVER, BC, Oct. 30, 2025 /CNW/ - O Rei Resources Corp. ("O Rei" or the "Company") is pleased to announce the completion of its previously announced acquisition of a Romanian gold project and related assets (the "Project") from Eldorado Gold Corporation, a leading Canadian gold producer (the "Seller"), for up to US$30 million in total consideration (the "Transaction").

Transaction Overview

The Company completed the Transaction for initial consideration of US$4.5 million, which was satisfied by the Company issuing 1,025,641 common shares of the Company at a deemed price of CAD$5.46 per common share (representing 16.94% of O Rei's post Transaction issued and outstanding common shares) (the "Common Shares") and an upfront deposit of US$500,000 in cash was made to the Seller (all in accordance with an amended and restated share purchase agreement dated May 14, 2025 (the "Agreement")). The Agreement includes deferred consideration payable by the Company to the Seller in the aggregate amount of US$25.5 million (the "Post-Closing Cash Payment") in the event the following milestones are achieved by the Company:

• US$3.5 million upon the license relating to the Project being extended by the relevant governmental authority;
• US$10.0 million upon commencement of commercial production of the Project; and
• US$12.0 million upon the first anniversary date of commencement of commercial production of the Project.

O Rei granted the Seller a 1.5% net smelter return royalty on commercial production from the Project (the "NSR"). The Company and the Seller also entered into an investor rights agreement (the "Investor Rights Agreement"), pursuant to which the Seller maintains certain rights, including the right for the Seller to participate in future equity offerings by O Rei  in order to maintain the greater of 9.9% of O Rei's common shares and the Seller's pro rata ownership interest prior to a proposed offering of securities (subject to a one time right to increase to 19.9% on a subsequent equity financing by O Rei), and additional customary rights and restrictions in an Investor Rights Agreement for a transaction of this nature.

Prior to the Transaction, the Seller did not beneficially own or control any common shares of the Company.  Following the Transaction, the Seller beneficially owns and controls 1,025,641 Shares representing approximately 16.94% of the outstanding Shares on a non-diluted basis. The Seller advises that the Shares were acquired for investment purposes and that it has no other plans or intentions that relate to the Shares.  The Seller may, depending on the market and other conditions, increase or decrease its beneficial ownership of O Rei's securities, whether in the open market, by privately negotiated agreements or otherwise, or may develop such plans or intentions in the future, subject to a number of factors, including general market and other conditions and other available investment and business opportunities.

This disclosure is provided pursuant to Multilateral Instrument 62-104 Takeover Bids and Issuer Bids, which also requires an early warning report to be filed containing additional information with respect to the foregoing matters. A copy of the early warning report will be available on SEDAR+ under Amex's issuer profile at www.sedarplus.ca and may be obtained upon request from the Seller by contacting Eldorado at: 1188 - 550 Burrard Street, Bentall 5, Vancouver, British Columbia, V6C 2B5 Attention: Lynette Gould, VP, Investor Relations, Communications & External Affairs; Telephone number: 647 271 2827 or 1 888 353 8166. The Seller is a gold and base metals producer with mining, development and exploration operations in Türkiye, Canada and Greece. The Seller s incorporated under the laws of Canada and is listed on the Toronto Stock Exchange and the New York Stock Exchange.

Subscription Receipt Release

In connection with the completion of the Transaction, the escrow release conditions relating to 2,673,937 subscription receipts (the "Subscription Receipts") that were issued in connection with the Company's non-brokered private placement (the "Private Placement") were satisfied and escrowed proceeds from the Private Placement totalling approximately $14.6 million (excluding interest and a portion of the gross proceeds that was early released to satisfy pre-closing obligations of O Rei) will be released to the Company and each Subscription Receipt converted into Common Shares on a one to one basis.

M&A Advisor and Legal Advisors

Mills Dunlop Capital Partners acted as M&A advisor to O Rei. DLA Piper (Canada) LLP acted as legal counsel to O Rei and Fasken Martineau DuMoulin LLP acted as legal counsel to Eldorado.

About O Rei Resources Corp.

O Rei is a mineral exploration company based in British Columbia, Canada. The Company explores and evaluates mining properties and is committed to responsible development.

Cautionary Note about Forward-looking Statements and Information

Certain of the statements made and information provided in this press release are forward-looking statements or information within the meaning of ‎‎applicable Canadian and U.S. securities laws. Often, these forward-looking statements and forward-looking information can be identified by the use of words such as "plans", "expects", "is expected", "budget", "continue", "projected", "scheduled", "estimates", "forecasts", "intends", "anticipates", or "believes" or the negatives thereof 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 statements or information contained in this release include, but are not limited to, statements or information with respect to: the anticipated benefits of the Transaction; the Property achieving commercial production and receipt of any Post-Closing Cash Payment, and the ability of the Company to advance the Property and to build a mine, including cost and timing thereof. Forward-looking statements and forward-looking information by their nature are based on assumptions and involve known and unknown risks, market uncertainties and other factors, which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements or information.

We caution that all forward-looking information is inherently subject to change and uncertainty and that actual ‎results ‎may differ materially from those expressed or implied by the forward-looking information. A number of ‎risks, ‎uncertainties and other factors could cause actual results and events to differ materially from those expressed ‎or ‎implied in the forward-looking information or could cause our current objectives, strategies and intentions to ‎change, ‎including but not limited to: the anticipated benefits of the Transaction will not be as anticipated; that the Project may never be built; the strategic benefits expected to result from the Transaction will not be fully realized; that ‎the proceeds from the Offering may be used differently than expected; recoveries of gold and other metals; geopolitical and economic climate (global and local), risks related to mineral tenure and permits; gold and other commodity price volatility; information technology systems risks; continued softening of the global concentrate market; risks regarding potential and pending litigation and arbitration proceedings relating to our business, properties and operations; expected impact on reserves and the carrying value; the updating of the reserve and resource models and life of mine plans; mining operational and development risk; financing risks; foreign country operational risks; risks of sovereign investment; regulatory risks and liabilities including environmental regulatory restrictions and liability; discrepancies between actual and estimated production; mineral reserves and resources and metallurgical testing and recoveries; additional funding requirements; currency fluctuations; community and non-governmental organization actions; speculative nature of gold exploration; dilution; share price volatility and the price of our common shares; competition; loss of key employees; and defective title to mineral claims or properties.

Accordingly, we warn investors to exercise ‎caution when ‎considering statements containing forward-looking information and that it would be unreasonable to ‎rely on such ‎statements as creating legal rights regarding our future results or plans. We cannot guarantee that any ‎forward-‎looking information will materialize and you are cautioned not to place undue reliance on this forward-‎looking ‎information. Any forward-looking information contained in this news release represents management's ‎current ‎expectations and are based on information currently available to management, and are subject to change ‎after the ‎date of this news release. We are under no obligation (and we expressly disclaim any such obligation) to ‎update or alter ‎any statements containing forward-looking information, the factors or assumptions underlying ‎them, whether as a ‎result of new information, future events or otherwise, except as required by law. All of the ‎forward-looking information ‎in this news release is qualified by the cautionary statements herein.

A comprehensive discussion of other risks that impact O Rei can also be found in its public reports and filings which are available at www.sedarplus.ca

SOURCE O Rei Resources Corp.

Investor Relations, Hashim Ahmed, Director, [email protected]