First Mining Gold has signed a definitive amalgamation agreement to sell its wholly owned subsidiary, Cameron Gold Operations, to Oronova Energy.
Cameron Gold Operations owns the Cameron Gold Project around 80km south-east of Kenora in north-western Ontario, Canada.
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The transaction is valued at C$27m and will result in Ornova being renamed Seva Mining, with First Mining becoming the largest shareholder and support from Fiore Group.
Under the terms of the agreement, First Mining will receive C$5m in cash and 80 million common shares of Oronova, valued at C$0.25 per share.
An additional cash payment of at least C$2m will be made upon the processing of a mineralised stockpile at Cameron, as per a stockpile agreement to be signed at closing.
The transaction will be executed as a three-cornered amalgamation under the Business Corporations Act (Ontario).
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By GlobalDataOronova will incorporate a subsidiary, NewCo, which will amalgamate with Cameron Gold under the agreement’s terms.
First Mining CEO Dan Wilton said: “We are very excited to enter into this partnership with the Fiore Group to advance the Cameron Gold Project. The Fiore Group has a strong track record of creating shareholder value, with a focus and demonstrated success in building meaningful relationships and partnerships with indigenous communities in Canada.
“This transaction will put in place a dedicated team, which will be well funded to advance the project, benefitting the local and indigenous communities around the Cameron Project. We look forward to working with the Fiore Group and the Seva management team as its largest shareholder.”
Upon closing, First Mining will retain significant influence by nominating two directors to the Seva Board of Directors under an investor rights agreement (IRA) to be finalised at that time.
Following the completion of the offering and transaction, First Mining is expected to own approximately 48% of Seva.
The securities issued in the transaction will be subject to escrow restrictions under TSX Venture Exchange (TSXV) policies, as well as certain transfer restrictions under the IRA.
Proceeds from the offering will be used to fund exploration and advancement of the Cameron Project, cover transaction costs and provide working capital.
The closing of the transaction is contingent upon standard conditions including TSXV approval and completion of the offering.
The transaction is expected to close in the first quarter of 2026.
The Cameron Gold Project comprises a district-scale land package of 53,000 hectares and includes the Cameron gold deposit, the West Cedartree deposits (notably Dubenski and Dogpaw), the East Cedartree deposit, and several other highly prospective gold showings.
The project is anchored by the Cameron gold deposit, which hosts an estimated 464,000oz of gold in the measured and indicated categories, with a further 533,000oz in the inferred category.
