ORION MINE FINANCE ANNOUNCES ACQUISITION OF SHARES OF STRATEGIC RESOURCES INC. AND CLOSING OF REVERSE TAKEOVER

TORONTO, April 3, 2023 /CNW/ - Orion Mine Finance announces that on March 31, 2023, Strategic Resources Inc. (the "Company") closed the acquisition of all of the issued and outstanding shares of BlackRock Metals Inc. ("BlackRock") in exchange for common shares of the Company (the "Transaction"), which constitutes a reverse takeover of the Company, all pursuant to the terms of the share exchange agreement between the Company, BlackRock and the shareholders of BlackRock, dated December 13, 2022 (the "Exchange Agreement"). Following the closing of the Transaction, OMF Fund II H. Ltd. ("Orion"), will receive an aggregate of 22,566,086 common shares of the Company (after giving effect to a 6:1 share consolidation approved by the Company's Board of Directors (the "Consolidation")).

In connection with the Transaction, Orion also participated in a private placement of subscription receipts from the Company, pursuant to which Orion subscribed on February 24, 2023 for a total of 8,600,000 subscription receipts from the Company, entitling Orion to receive, subject to the satisfaction of all closing conditions provided for in the Exchange Agreement, a total of 1,433,334 post-Consolidation common shares of the Company (the "Private Placement"). The subscription receipts were automatically converted into common shares on March 31, 2023.

Prior to the Transaction and the Private Placement, Orion did not hold any common shares or other securities of the Company. Following the Transaction and the Private Placement, Orion now holds 23,999,420 post-Consolidation common shares, representing 40.81% of the Company's issued and outstanding common shares. These 23,999,420 common shares acquired by Orion pursuant to the Transaction and the Private Placement have a total value of C$71,998,260.

Orion acquired the common shares for investment purposes. Orion has no current plan or intentions which relate to, or would result in, acquiring additional securities of the Company, disposing of securities of the Company, or any of the other actions requiring disclosure under the early warning reporting provisions of applicable securities laws. Depending on market conditions, Orion's view of the Company's prospects and other factors Orion considers relevant, Orion may acquire additional securities of the Company from time to time in the future, in the open market or pursuant to privately negotiated transactions, or may sell all or a portion of its securities of the Company.

This news release is being issued under the early warning reporting provisions of applicable securities laws. An early warning report with additional information in respect of the foregoing matters will be filed and made available under the SEDAR profile of the Company at www.sedar.com.

To obtain a copy of the early warning report, you may also contact Rick Gashler, Chief Compliance Officer of Orion Resource Partners (USA) LP at 212-596-3467. Orion's address is Cumberland House, 7th Floor, 1 Victoria Street, Hamilton HM11, Bermuda. The Company's head office is located at 1155 Metcalfe Street, Suite 1539, Montreal, Quebec H3B 2V6.

Certain statements in the press release are forward-looking statements and are prospective in nature, including statements with respect to Orion's future intentions regarding the securities of the Company. Forward-looking statements are not based on historical facts, but rather on current expectations and projections about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations. Such forward-looking statements should therefore be construed in light of such factors, and Orion is not under any obligation, and expressly disclaims any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.

SOURCE Orion Mine Finance