Orecap Announces Strategic Agreement with Mistango to Advance the High-Grade McGarry Gold Project

Executive Summary

• Orecap Invest Corp. entered a binding Letter of Intent with Mistango River Resources Inc. (rebranding as Stardust Metal Corp.) granting Stardust an option to earn up to a 75% interest in the McGarry gold project.
• The option is structured in two stages: Stage 1 – Stardust can acquire a 50% interest by delivering $13 M in cash and work obligations over four years; Stage 2 – within two years of completing Stage 1, Stardust may purchase an additional 25% for $50 M cash.
• The transaction injects up to $12.5 M of off‑balance‑sheet capital into McGarry for exploration, tailings re‑processing and drilling, while Orecap retains a 25–50% ownership stake and remains a 13.9% shareholder of Stardust.

Key Details

• Option Structure
• Stage 1 – Earn 50%: Total $13 M commitment (cash + work) over four years.
  • Initial cash payment: $250,000 at closing.
  • First anniversary cash: $250,000 plus $2.5 M of work.
  • Second anniversary: $2.5 M of work.
  • Third anniversary: $2.5 M of work.
  • Fourth anniversary: $5 M of work.
• Work Obligations – Update NI 43‑101 resource estimate, evaluate Kerr‑Addison tailings resources, and conduct aggressive drill campaigns (focus on Kerr Extension).

• Upon completion of Stage 1, a 50/50 joint venture is formed with Stardust as operator.

• Stage 2 – Earn Additional 25%

• Within two years after earning the first 50%, Stardust may acquire an extra 25% for a $50 M cash payment to Orecap (benchmark price previously paid by Kirkland Lake Gold).

• Ownership Outcomes for Orecap

• If Stage 2 is not exercised: Orecap retains 50% of McGarry.

• If Stage 2 is exercised: Orecap retains 25% of McGarry and continues to hold a 13.9% equity stake in Stardust.

• Capital Injection – The initial $12.5 M work program is fully funded by Stardust, providing exploration, drilling, and tailings development without diluting Orecap’s balance sheet.

• Tailings Re‑processing Opportunity

• Kerr‑Addison historic production: 11 M oz at 9 g/t Au.

• Tailings (~73 ha; >1 Mt per vertical meter) lie within McGarry limits, offering a potential early‑stage gold recovery project.

• Strategic Alignment

• Orecap holds 24.7 M shares (13.9%) of Mistango/Stardust, aligning interests across the McGarry‑Omega corridor.

• Proximity to other operators: Agnico Eagle (<10 km NW), Gold Candle (east), Pan American Silver (west), Barrick (regional).

• Governance & Shareholder Protections

• Transaction subject to TSX Venture Exchange acceptance and treated as a “related‑party” transaction under MI 61‑101.
• Expected requirement for approval by disinterested shareholders; special meeting anticipated in early 2026.

• Designated as a “Reviewable Transaction” per Exchange Policy 5.3.

• Qualified Person Statement – Technical information reviewed and approved by Charles Beaudry, P.Geo., Director of Orecap Invest Corp.

Notable Quotes

“McGarry has always been one of Orecap's cornerstone assets. This option agreement ensures significant capital is invested into the project while allowing Orecap to retain meaningful ownership and upside.” – Stephen Stewart, Chairman, Orecap Invest Corp.