Varvara Development Group Completes Private Placement

VANCOUVER, BC, April 17, 2026 /CNW/ - Varvara Development Group Ltd. (formerly, O Rei Resources Corp.) ("Varvara" or the "Company")  is pleased to announce that  it has successfully completed a non-brokered private placement of 2,740,236 common shares of the Company (each, a "Common Share") at a price of C$5.46 per Common Share for aggregate gross proceeds of approximately C$15 million (the "Offering").

The Company intends to use the net proceeds from the Offering for general working capital purposes and general and administrative expenses. No finders' fees were paid in connection with the Offering.

Securities issued to subscribers in connection with the Offering are subject to a hold period of four months and one day pursuant to applicable Canadian securities legislation, as well as contractual resale restrictions which restrict sales of the Common Shares until the completion of certain corporate milestones.

Related Party Considerations

The Offering constitutes a related party transaction within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"), as certain related parties of the Company participated in these transactions. With respect to the Offering, Johan Meyer (as to 9,157 Common Shares), Andrew Noble (as to 4,579 Common Shares), Mark Beacom (as to 18,315 Common Shares), Tim Aldersley (as to 96,155 Common Shares) and Mathieu Gignac (as to 366,300 Common Shares), each a director or officer of the Company, and Eldorado Gold Corporation ("Eldorado"), a significant shareholder of the Company, each participated in the Offering.

As part of the Offering, the Company issued to Mr. Myerson 25,091 Common Shares at a price of C$5.46 per Common Share to settle a loan made by Mr. Myerson in an amount of C$137,000 for the benefit of the Company and prior to the completion of the acquisition of the Company's assets from Eldorado.

Pursuant to Sections 5.5(b) and 5.7(1)(a) of MI 61-101, the Offering is exempt from the requirement to obtain a formal valuation and minority shareholder approval in respect of these transactions as the Company is not listed on a stock exchange and the fair market value of the consideration from the related parties participating in these transactions is not greater than 25% of the market capitalization of the Company. The Board of Directors of the Company approved the Offering after disclosure to the Board of Directors of the related party elements of these transactions and directors with a disclosable interest in these transactions under applicable corporate law abstained from voting on the approval of these transactions. In connection with the Offering, each investor (except Mr. Myerson) in the offering entered into a standard form of subscription agreement with the Company containing customary terms for a private placement of the nature of the Offering. Mr. Myerson entered into an agreement with the Company whereby Mr. Myerson agreed to settle the outstanding amount owing to him through the issuance of Common Shares. The Company did not file a material change report in respect of the Offering at least 21 days before the closing of these transactions, which the Company deems reasonable in the circumstances in order to complete the Offering and the Shares for Debt Transaction in an expeditious manner.

Early Warning Disclosure

The Company and Eldorado previously entered into an investor rights agreement (the "Eldorado IRA") made as of October 30, 2025, pursuant to which Eldorado maintains certain rights, including the right for Eldorado to participate in future equity offerings by the Company in order to maintain an interest in the Company equal to the greater of 9.9% of the issued and outstanding Common Shares and Eldorado's pro rata ownership interest prior to a proposed offering of securities (subject to Eldorado's ability to increase to a 19.9% interest in the issued and outstanding Common Shares in the Company's next equity financing (the "Subsequent Right")). Pursuant to the Subsequent Right, Eldorado acquired 725,000 Common Shares at a total cost of USD$2,892,750, deemed to be equivalent to C$3,958,500, at US$3.99 per Common Share as part of the Offering.

Prior to the Offering, Eldorado beneficially owned and controlled 1,025,641 Common Shares, representing approximately 16.94% of the outstanding Common Shares on a non-diluted basis. Following the Offering, Eldorado beneficially owns and controls 1,750,641 Common Shares representing approximately 19.9% of the outstanding Common Shares on a non-diluted basis. Eldorado advises that the Common Shares were acquired for investment purposes and that it has no other plans or intentions that relate to the Common Shares. Eldorado may, depending on the market and other conditions, increase or decrease its beneficial ownership of Varvara's securities, whether in the open market (if in the future, the Common Shares are listed on a stock exchange or over the counter trading platform), 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 Varvara's issuer profile at www.sedarplus.ca and may be obtained upon request from Eldorado 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. Eldorado is a gold and base metals producer with mining, development and exploration operations in Canada, Greece and Türkiye. Eldorado is incorporated under the laws of Canada and is listed on the Toronto Stock Exchange and the New York Stock Exchange.

In connection with the Offering, Mr. Myerson, through his beneficial ownership of Gorilleao Advisers Ltd. ("Gorilleao") (a personal holding company incorporated under the laws of the United Kingdom, having an address at 40 South Audley Street, London, UK ), acquired 25,091 Common Shares.

Prior to the Offering, Mr. Myerson held, indirectly through Gorilleao, beneficial ownership of and control and direction over, 982,000 Common Shares and 824,176 restricted share units of the Company (the "RSUs"), representing 16.23% of the issued and outstanding Common Shares on a non-diluted basis and 26.27% of the issued and outstanding Common Shares on a partially diluted basis (after giving effect to the settlement of the RSUs).

Following the Offering, Mr. Myerson holds, indirectly through Gorilleao, beneficial ownership of and control and direction over, a total of 1,007,091 Common Shares and 824,176 RSUs, representing 11.46% of the issued and outstanding Common Shares on a non-diluted basis and 19.05% of the issued and outstanding Common Shares on a partially diluted basis (after giving effect to the settlement of the RSUs).

Mr. Myerson has advised the Company that the Common Shares were acquired in the normal course of their investment activities. Mr. Myerson may, depending on market and other conditions, increase or decrease his ownership of the Company's securities, whether in the open market, by privately negotiated agreements or otherwise, subject to any restrictions in place on the sale of securities from time to time.

A copy of the early warning report filed by Mr. Myerson will be available on the Company's profile on SEDAR+ (www.sedarplus.ca) and may also be requested by mail at Varvara Development Group Ltd., Suite 2700, 1133 Melville Street, Vancouver, BC V6J 4E5, Attention: Denis Silva or by phone at 604-643-2950.

About Varvara Development Group Ltd.

Varvara is a mining development company headquartered in British Columbia, Canada, dedicated to the safe, sustainable and cyanide-free development of mineral assets in Romania.

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 intended use of proceeds from the Offering; and statements with respect to the future acquisition or disposition of securities by Eldorado and Mr. Myerson. 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: that the Company may use the proceeds from the Offering for different purposes than set forth in this press release; the Company's project may never be developed; 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 is based on information currently available to management, and is 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 the Company can also be found in its public reports and filings which are available at www.sedarplus.ca.

SOURCE Varvara Development Group Ltd.

[email protected], Lauren Cardozo-Smith