VANCOUVER, BC, Nov. 20, 2025 /CNW/ - Oronova Energy Inc. (TSXV: ONV.H) (the "Company") is pleased to announce that it has entered into a definitive amalgamation agreement effective as of November 19, 2025 (the "Definitive Agreement") with First Mining Gold Corp. ("FMGC") to launch Seva Mining Corp., a new venture which will acquire a 100% interest in the Cameron Gold Project, inclusive of its stockpile of Mineralized Material (the "Project") strategically located in Northwestern Ontario (the "Transaction").

The Project is located approximately 80 km southeast of Kenora, is road accessible year-round and is situated close to hydroelectric power infrastructure. The Project comprises of 24 patented claims, 2,001 mining claims, seven licenses of occupation and four mining leases totaling ~53,000 hectares of prospective Archean greenstone terrane with a historic Mineral Resource estimate and multiple gold targets. The Project encompasses the Cameron Gold Deposit, West Cedartree deposits (Dubenski and Dogpaw) and several prospective gold showings across 30 + km of prospective mineralized structures (see Figure 1) Cameron Gold Operations Ltd. ("SubCo"), an Ontario company, wholly owned by FMGC, currently owns the Project.

The Company will complete the Transaction through the purchase of 100% of a wholly-owned subsidiary of FMGC ("SubCo") for total consideration of $27 million (the "Purchase Price"). At closing, the Company will be renamed Seva Mining Corp. and FMGC will be its largest shareholder. The Transaction is supported by the Fiore Group.

Project Highlights

• Company to acquire a 100% interest in the Cameron Project, a high-grade gold project strategically situated in Northwestern Ontario. The project covers ~53,000 ha of prospective Archean greenstone rocks with a historic Mineral Resource estimate and multiple exploration targets.
  
  
• Historic Mineral Resource at Cameron Deposit (2017)¹ *Readers are cautioned that this Resource Estimate is historical in nature, has not been independently verified by a Qualified Person and should not be relied upon.
  
  Measured + Indicated (US$ 1350): 464,000 oz @ 2.61 g/t Au, 5.5 M tonnes
  Inferred (US$ 1350): 530,000 oz @ 2.54 g/t Au, 6.5 M tonnes
  See table 1 & 2, January 17, 2017

• Advanced Gold Targets: Dubenski, Dogpaw, and East Cedartree prospects have been tested with 50,000 metres combined of historic drilling, identifying near-surface mineralized structural trends that are open in all directions.

Notable historical drill results include²:

18 m @ 21.36 g/t Au (DB-08-07), Dubenski
12 m @ 28.56 g/t Au (DB-08-09), Dubenski
7.5 m @ 29.9 g/t Au (DP-07-42), Dogpaw
3.6 m @ 11.99 g/t Au (DP-07-55), Dogpaw
46.8 m @ 4.51 g/t Au (MC-02-05), East Cedartree³
18.8 m @ 5.44 g/t Au (MC-02-13), East Cedartree

• Year-round road access via Hwy 71 and proximity to hydroelectric power. The project consists of an exploration camp and is 88 km from Coeurs Rainy River Gold Mine.
• Approximately 14,000 tonnes of mineralized material with an average grade of 4.46 g/t Au sits at surface from historic underground development in 1988 (See News release "Nuinsco Evaluating Processing of Mineralization from Cameron Lake Gold Mine", February 25, 2009).

Geir Liland, the President and CEO of the Company, stated: "Our team brings a proven track record of discovery and development to an underexplored district like Cameron, an area with significant potential for growth and new discoveries. With a strong grasp of the geological controls and mineralization continuity at the Cameron Deposit, we have the confidence and expertise to drive a high-impact exploration program designed to unlock and expand the true value of this emerging gold belt."

Exploration in the area began in the 1940s, with numerous companies conducting prospecting, line cutting, geological mapping, trenching, sampling, and ground magnetic and electromagnetic (EM) surveys². The Cameron Gold Deposit has been evaluated through extensive surface and underground drilling, as well as bulk sampling. Drilling efforts have concentrated on the Cameron Deposit, with approximately 952 holes totaling ~118,000 metres. Mineralization remains open at depth and along strike to the northwest, offering potential for resource expansion. Historic exploration also outlined several additional mineralized trends and prospects, including Dubenski, Dogpaw, East Cedartree, Robertson, Angel Hill, Victor, and Monte Cristo.

Past advanced exploration at the project during the late 1980's included the development of significant infrastructure, much of which remains in place. This includes a decline to a vertical depth of 243m (1,390m of development) and three levels of drifting totalling 1,848m. 65,000 m³ of material was excavated and placed on surface at site in three separate stockpiles, two piles being mineralized material².

Historic Mineral Resource

The historic mineral resource was completed in 2017 by Opitro, reported in accordance with the Standards on Mineral Resources and Reserves of the CIM 2014 Definition Standards ¹. No relevant drilling or assay work has been conducted since 2017 on the Cameron Gold Project.

The resource estimates for Cameron Gold Project are considered historic in nature and are based on prior data and reports prepared by previous property owners. The Company views the estimate as a meaningful reference point for planning current exploration activities and assessing the Project's potential, but a qualified person has not done sufficient work yet to classify the historic estimates as current resources in accordance with current CIM categories and the Company is not treating the historic estimates as current resources.  Significant data compilation, redrilling, resampling and data verification may be required by a qualified person before the historical estimates on the project can be classified as a current resource. There can be no assurance that any of the historic mineral resources, in whole or in part, will ever become economically viable.

Geology and Mineralization

The Cameron Gold Deposit hosts structurally controlled mineralization within mafic volcanic rocks along the northwest-trending Cameron Lake Shear Zone, with gold occurring in quartz breccia and sulphide-rich zones marked by strong silica-sericite-carbonate-pyrite alteration. Mineralization is open at depth and along strike, Cameron exhibits key features typical of large orogenic systems and offers significant potential for resource expansion within an underexplored gold belt (see Figure 2).

All reported intervals are downhole core lengths; true widths are not known at this time.

A qualified person has not done sufficient work to classify the historical estimate as current mineral resources or mineral reserves; and the Company is not treating the historical estimate as current mineral resources or mineral reserves.

Infrastructure

The Project has excellent year-round road access via Hwy 71 and is within close proximity to hydroelectric power and service centres in Sioux Narrows and Kenora. The project consists of an exploration camp and is 88 km from New Gold's Rainy River Gold Mine.

Transaction Terms

The Transaction will be structured as a three-cornered amalgamation under the statutory provisions of the Business Corporations Act (Ontario) whereby the Company will incorporate a subsidiary ("FinCo") which will then amalgamate with Subco.

As consideration for the Transaction, the Company will pay $27 million (the "Purchase Price") via a cash payment of $5,000,000 and the issuance to FMGC of 80 million common shares in the capital of the Company at a deemed value of $0.25 per share. Certain additional payments of at least C$2 million may be made pursuant to an ore stockpile agreement expected to be entered into prior to closing. In addition, the Company will issue a total of 2.8 million shares in the capital of the Company as an administration fee to certain parties.

The securities issued for the Purchase Price will be subject to any applicable escrow restrictions pursuant the policies of the TSX Venture Exchange (the "TSXV") and transfer restrictions pursuant to the Definitive Agreement. FMGC is an arms-length party to the Company per the policies of the TSXV and no Non-Arm's Length Party (as defined in the policies of the TSXV) of the Company has any direct or indirect beneficial interest FMGC or SubCo.

Non-Brokered Private Placement

Prior to the completion of the Transaction, and subject to approval of the TSXV, the Company intends that FinCo will complete a non-brokered private placement of up to 60,000,000 shares (each, a "FinCo Share") at a price of $0.25 per FinCo Share for total gross proceeds of up to $15,000,000 (the "Offering"). There may be finder's fees or commissions payable in connection with the Offering.

The proceeds of the Offering will be used to fund the exploration and advancement of the Project, to pay transaction costs and expenses, and to provide general working capital.

Future Arrangements

On closing of the Transaction, the Company intends to change its name to Seva Mining Corp. and to reconstitute the Board of Directors of the Company. Further details of the Transaction, including the names and biographies of the proposed members of the Board and other Principals, and financial information regarding SubCo, will be disclosed in future news releases.

The Transaction constitutes a "Reverse Takeover" as contemplated under the TSXV Policy 5.3 – Acquisitions and Dispositions of Non-Cash Assets and as a result, trading in the Company's common shares on the TSXV has been halted in accordance with the policies of the TSXV and will remain halted until such time as all required documentation has been filed with and accepted by the TSXV and permission to resume trading has been obtained from the TSXV. Upon resumption of trading on the TSXV, it is anticipated that the industry sector in which the Company will operate will be Tier 2 Mining. The Transaction is not subject to shareholder approval of the Company per Policy 5.2 of the TSXV as the Transaction is not a related party transaction, the Company is currently without active operations and is listed on NEX, the Company is not and will not be subject to a cease trade order or otherwise suspended from trading upon completion of the Transaction, and shareholder approval is not required under applicable corporate and securities laws. Closing of the Transaction is subject to a number of conditions including receipt of all required corporate, regulatory and third-party consents, the closing of the Offering, TSXV approval, and satisfaction of other customary closing conditions. There can be no assurance that the Transaction will be completed as proposed or at all.

Qualified person

The technical content of this news release has been reviewed and approved by Carl Ginn, P.Geo., independent consultant to the Company and a Qualified Person pursuant to National Instrument 43-101.

On behalf of the Board of Directors of Oronova Energy Inc. 

Geir Liland
President and CEO

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this news release.

Cautionary Statement Regarding Forward-Looking Information

Certain statements and information herein contain forward-looking statements and forward-looking information (collectively, "forward-looking statements") within the meaning of applicable securities laws. Such forward-looking statements include but are not limited to statements or information with respect to: the Project, the Transaction and Offering.

Although management of the Company believe that the assumptions made and the expectations represented by such forward-looking statements are reasonable, there can be no assurance that forward-looking statements will prove to be accurate. Forward-looking statements by their nature are based on assumptions and involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements or information. These factors include, but are not limited to: the Transaction and Offering may not close on the terms set forth herein, or at all; in the event that the Transaction does not close, subscribers to the Offering may lose their entire investment; risks relating to the receipt of all requisite approvals for the proposed Transaction and Offering; the Project may never become a commercially viable mining operation; changes in general economic conditions or conditions in the financial markets; and risks related to general economic conditions. 

The Company does not undertake to update any forward-looking information, except in accordance with applicable laws.

Completion of the Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and if applicable, disinterested shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of the Company should be considered highly speculative.

The TSXV has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this news release.

SOURCE Oronova Energy Inc.

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