Orefinders Completes Agreement with American Eagle Gold for Spin-Out Transaction

Orefinders Resources Inc. (“Orefinders” or the “Company”) (TSXV: ORX) is pleased to announce that further to its news release on December 9, 2020 the Company has entered into an arrangement agreement with American Eagle Gold Corp. (“AEG”) (the “Arrangement Agreement”). The Company, as AEG’s largest shareholder, currently holds 10 million of the common shares in the capital of AEG (the “AEG Shares”).

The Arrangement (as defined below) is expected to result in AEG becoming an independent public company listed on the TSX Venture Exchange and will initially be focused on its Golden Trend project in Nevada , United States .

Plan of Arrangement

The transactions contemplated by the Arrangement Agreement (collectively, the “Arrangement”) will be completed as a statutory plan of arrangement (the “Plan of Arrangement”) under the Business Corporations Act ( British Columbia ). Pursuant to the Plan of Arrangement, shareholders of the Company (“Shareholders”) are expected to receive, in exchange for each common share of the Company (each, a “Common Share”) held: (i) one new common share of the Company (having identical terms to the Common Shares); and (ii) their proportionate share of the AEG shares being spun out of Orefinders. In connection with the Arrangement, AEG has agreed to seek a listing the AEG Shares on the TSX Venture Exchange (“TSXV”).

The foregoing description is qualified in its entirety by reference to the full text of the Plan of Arrangement, attached as an exhibit to the Arrangement Agreement, and available on the SEDAR profile of the Company at www.sedar.com . The Arrangement is subject to various customary closing conditions, including among others, the approval of the British Columbia Supreme Court, the Shareholders, and the TSXV. There can be no assurance that such approvals will be obtained, that the Arrangement will be completed on the terms contemplated, or at all, or that the AEG Shares will be successfully listed on the TSXV. Any listing of the AEG Shares on the TSXV will be subject to AEG fulfilling all of the listing requirements of the TSXV.

American Eagle Gold Financing

In connection with the Arrangement, AEG will conduct a concurrent private placement offering of up to 15,000 000 units (each a “Unit”) at $0.20 per unit for gross proceeds of $3,000,000 (the “Financing”). Each Unit will consist of [one] AEG Share and [one-half of one] share purchase warrant (each, whole warrant, an “AEG Warrant”), with each AEG Warrant exercisable for a period of two years to acquire one AEG Share (an “AEG Warrant Share”) at an exercise price of $0.30 per AEG Warrant Share. AEG may elect to increase the Financing to up to 25,000,000 units for gross proceeds of up to $5,000,000 .

Further Information

Further details regarding the Arrangement, including the Meeting date and time and the record date for determining the Shareholders entitled to receive the securities being distributed under the Plan of Arrangement, will be provided in the management information circular (the ” Circular “) of the Company to be prepared for delivery to the Shareholders in connection with the Meeting. Shareholders of the Company are urged to carefully read the Circular, once made available under the Company’s profile on SEDAR at www.sedar.com , as it will contain additional important information concerning the Arrangement.

American Eagle Gold’s Focus

AEG’s focus is the Golden Trend Property located on the Cortez Trend in Nevada , US. Golden Trend is situated in close proximity to Barrick’s’ Goldrush deposit. Golden Trend spans 2,286 acres and shares similar geology to the Goldrush deposit, however, it has seen very limited exploration to date and is therefore considered an early exploration stage opportunity within this highly productive environment.

Any accredited investors interested in participating in AEG’s financing should contact us at sstewart@orefinders.ca . The financing is only available to accredited investors.

About Orefinders Resources Inc.

Orefinders is a Gold exploration and development company focused exclusively within the Abitibi Greenstone Belt. The Company is listed on the Toronto Venture Exchange under the symbol ORX.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. Certain information in this press release may contain forward-looking statements. Any statements that are contained in this press release that are not statements of historical fact may be deemed to be forward-looking statements. Forward looking statements are often identified by terms such as “may”, “should”, “anticipate”, “expect”, “potential”, “believe”, “intend” or the negative of these terms and similar expressions. Such forward-looking statements include, but are not limited to, the Company’s expectations about: (i) the value of, and benefits associated with, the Arrangement, to the Company and the Shareholders, (ii) the terms, and timing for the completion of, the Arrangement and financing, and (iii) the listing of the AEG Shares on the TSXV.  The forward-looking statements are based on certain material assumptions and analyses made by management of the Company and the opinions and estimates of management of the Company as of the date of this press release, including that: (i) the value of, and benefits associated with, the Arrangement, to the Company and the Shareholders will be as anticipated by management, (ii) the terms, and timing for the completion of, the Arrangement and financing will close on the terms and timeline as anticipated by management, and (iii) the listing of the AEG Shares will successfully list on the TSXV. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to differ materially from any future results, performance or achievements expressed or implied by the forward-looking information. Such risks and other factors include, but are not limited to: (i) the value of, and benefits associated with, the Arrangement, to the Company and the Shareholders will not come into fruition or will not be as anticipated by management, (ii) the Arrangement and financing may not close on the terms or timeline as anticipated by management or at all, and (iii) the listing of the AEG Shares on the TSXV will not be successful. Orefinders’ assumes no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those reflected in the forward looking-statements unless and until required by securities laws applicable to Orefinders. Additional information identifying risks and uncertainties is contained in filings by Orefinders with Canadian securities regulators, which filings are available under Orefinders’ profile at www.sedar.com .

For the latest updates please contact or follow us on Twitter @OrefindersR

SOURCE Orefinders Resources Inc.

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