ORE Orezone Gold Corporation

Orezone Gold Corporation (TSXV:ORE) (“Orezone” or the “Company”) is pleased to announce that it has completed its previously announced bought deal equity financing (the “Offering”). A total of 37,595,900 units (the “Units”) of the Company were issued at a price of C$0.54 per Unit for aggregate gross proceeds of C$20,301,786. Each Unit is comprised of one common share of the Company (each, a “Share”) ‎‎and one half of one common share ‎purchase warrant of the Company (each whole warrant, a “Warrant”). Each Warrant ‎‎entitles the holder to acquire one common ‎share of the Company at a price of C$0.80 per share at any time on or before January 29, 2023. 

The Offering was co-led by Canaccord Genuity Corp. and PI Financial Corp. and included CIBC World Markets Inc., Raymond James Ltd., Cormark Securities Inc. and Paradigm Capital Inc. (collectively the “Underwriters”). The Underwriters received a cash commission equal to 6% of the gross proceeds of the Offering. The Units were offered by way of a short-form prospectus in each of the provinces of Canada, except Québec.

Resource Capital Fund VII L.P., which has a pro rata right pursuant to the terms of an investor rights agreement dated March 23, 2018, exercised its right in full and, as a result, following closing of the Offering, owns 19.99% of the total issued and outstanding common shares of the Company.

Mr. Patrick Downey, the Company’s President and CEO stated, “Completion of this financing has significantly strengthened our balance sheet and provides the flexibility to continue all critical ongoing  activities to advance Bomboré towards production. We are also very pleased that RCF has demonstrated their further financial commitment in the Company and project. We intend to use the net proceeds from the Offering to fund the completion of the Phase I resettlement plan, ongoing detailed engineering and construction works, and general corporate purposes as we advance our project financing efforts towards securing binding debt commitments later this year.”

The Warrants issued under the Offering have been conditionally approved for listing on the TSX Venture Exchange (“TSXV”) and are expected to commence trading on the TSXV on January 31, 2020 under the trading symbol “ORE.WT”. The warrant indenture governing the Warrants provides that a holder of Warrants may not exercise warrants to acquire Shares that would result in such holder holding 20% or more of the issued and outstanding Shares without prior approval of the TSXV and the consent of the Company.

The closing of the Offering included the issuance of 495,900 Units as part of a partial exercise of the over-allotment option granted by the Company to the Underwriters.

This news release does not constitute an offer to sell or a solicitation of an offer to buy the securities described herein in the United States. The securities described herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), and may not be offered or sold in the United States or to the account or benefit of a U.S. person (as defined in Regulation S under the U.S. Securities Act) or a person in the United States absent an exemption from the registration requirements of such Act and in compliance with all applicable state securities laws.

Orezone Gold Corporation

Orezone Gold Corporation (TSXV:ORE) is a Canadian exploration and development company which owns a 90% interest in Bomboré, one of the largest undeveloped gold deposits in Burkina Faso. Bomboré hosts a large oxide resource underlain by a larger, open sulphide resource, and will be developed in two stages.

Patrick Downey, President and Chief Executive Officer

Vanessa Pickering Manager, Investor Relations

Tel: 1 778 945 8977 / Toll Free: 1 888 673 0663info@orezone.com / www.orezone.com

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

FORWARD-LOOKING INFORMATION AND FORWARD-LOOKING STATEMENTS:

This news release contains certain “forward-looking information” within the meaning of applicable Canadian securities laws and “forward-looking statements” within the meaning of applicable U.S. securities laws. Forward-looking information and forward-looking statements (together, “forward-looking statements”) are frequently characterized by words such as “plan”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate”, “potential”, “possible” and other similar words, or statements that certain events or conditions “may”, “will”, “could”, or “should” occur. Forward-looking statements in this news release include, but are not limited to, statements with respect to the use of proceeds of the Offering, the listing of the Warrants, completion of the Phase I resettlement plan and securing binding debt commitments.

All such forward-looking statements are based on certain assumptions and analyses made by management in light of their experience and perception of historical trends, current conditions and expected future developments, as well as other factors management and the qualified persons believe are appropriate in the circumstances.

In addition, all forward-looking information and statements are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements including, but not limited to, the failure of parties to contracts to honour contractual commitments, unexpected changes in laws, rules or regulations, or their enforcement by applicable authorities; the failure of parties to contracts to perform as agreed; social or labour unrest; changes in commodity prices; unexpected failure or inadequacy of infrastructure, the possibility of project cost overruns or unanticipated costs and expenses, accidents and equipment breakdowns, political risk, unanticipated changes in key management personnel and general economic, market or business conditions, the failure of exploration programs, including drilling programs, to deliver anticipated results and the failure of ongoing and uncertainties relating to the availability and costs of financing needed in the future, and other factors described in the Company's most recent annual information form and management discussion and analysis filed on SEDAR on www.sedar.com. Readers are cautioned not to place undue reliance on forward-looking information or statements.

Although the forward-looking statements contained in this news release are based upon what management of the Company believes are reasonable assumptions, the Company cannot assure investors that actual results will be consistent with these forward-looking statements. These forward-looking statements are made as of the date of this news release and are expressly qualified in their entirety by this cautionary statement. Subject to applicable securities laws, the Company does not assume any obligation to update or revise the forward-looking statements contained herein to reflect events or circumstances occurring after the date of this news release.