The Toronto-listed junior has been negotiating with the sanctioned Moscow-headquartered company on obtaining its 55.01% stake in the JV to take Orea's interest to 100%.
The two have a binding letter agreement which includes no up-front payments.
"Consideration is entirely at the back-end, whereby Orea will only be obligated to pay Nordgold C$100 million when Orea receives all permits and authorisations necessary for the construction, operation, production and related sales of a mine that produces a minimum of 100,000 ounces of gold per year," Orea said.
"If Nordgold's shareholders are still under sanctions at the time of the C$100 million (US$75.85 million) payment, then the funds will only be processed in compliance with applicable sanction regulations, including being paid to a blocked bank account," it said.
Montagne d'Or is a permitting stage, five-million-ounce open pit gold mine development project.
Orea's share price was C$0.09 on 14 September, having risen by 6% day on day. The company had a market capitalisation of C$19.48 million.