MEDARO MINING Corp. Announces Letter of Intent with OMEGA GOLD CORP. for Proposed REVERSE TAKEOVER

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VANCOUVER, BC / ACCESS Newswire / June 24, 2025 / Medaro Mining Corp. (CSE:MEDA)(OTC PINK:MEDAF)(FWB:1ZY) ("Medaro" or the "Company"), is pleased to announce that it has entered into a non-binding letter of intent (the "LOI") with Omega Gold Corp. ("Omega"), an arm's length party, dated June 23, 2025, in respect of a proposed reverse takeover transaction (the "Transaction") of Medaro by Omega. The Transaction is expected to constitute a "Fundamental Change" of Medaro, as such term is defined in the rules and policies of the Canadian Securities Exchange (the "CSE").

Pursuant to the Transaction, Medaro will acquire all of the issued and outstanding securities of Omega on a one for one basis, resulting in a reverse takeover of Medaro. Not including securities to be issued under the Concurrent Private Placement (defined below), based on the number of common shares of Omega currently outstanding, former shareholders of Omega will hold, in the aggregate 137,571,695 common shares of Medaro following the Transaction (the "Resulting Issuer").

About Omega Gold Corp.
Omega is a private mineral exploration company incorporated under the Business Corporations Act (British Columbia). Omega's principal asset is a 61% ownership interest in the Rio Bravo concessions comprising 6,171 hectares targeting gold mineralization, located approximately 35 kilometres west of Arequipa, Peru (the "Property"). Omega holds the right to earn an additional 38% stake in the Property by spending US$7,925,000 in staged exploration costs, paying US$3,000,000 in vendor cost recoveries and paying administration, security fees and government property payments, as well as the cost of remediation. The underlying Property vendor retains a 2.0% net smelter return royalty, half of which can be purchased at any time prior to production for US$4,500,000. All vendor cost recoveries are convertible at C$1 per share at Omega's election, subject to its shares trading at or above C$1 per share.

The Property is accessed by paved and gravel roads and is proximate to a 220kV hydroelectric transmission lines. There is minor overburden in the desert setting with year-round temperatures around 70 degrees F, and is 1,500 - 2,650 meters above sea level.

Detailed exploration mapping has outlined on 4.7 sq km of gold targets and a 4,500 linear soil sampling program has detailed gold targets for drilling. 19 drill pads have been permitted. Exploration drilling is planned for commencement this summer.