Orecap Completes Plan of Arrangement

Executive Summary

• Orecap Invest Corp. completed its previously announced plan of arrangement, spinning out three wholly‑owned subsidiaries (1540529 B.C. Ltd., 1540538 B.C. Ltd., and 1540542 B.C. Ltd.) to existing shareholders.
• Each shareholder received one new Orecap common share per existing share plus one common share in each spin‑out for every 150,000 Orecap shares held.
• The spin‑outs are now separate unlisted reporting issuers with no material assets or active business, providing Orecap clean vehicles for future acquisitions and investment opportunities.

Key Details

• Approval & Court Order: Arrangement approved at the annual general and special meeting on 2025‑09‑17; final court order issued by the Supreme Court of British Columbia on 2025‑09‑25.
• Shareholder Distribution: Effective 2025‑09‑29, each shareholder received:
• 1 new Orecap common share for every existing Orecap common share held.
• 1 common share in each of the three spin‑outs (529, 538, 542) for every 150,000 Orecap shares held.
• Spin‑out Status: Each spin‑out is now an unlisted reporting issuer in Ontario, British Columbia, and Alberta; Orecap holds no interest in them.
• Asset Profile of Spin‑outs: No material assets or active operations; focus limited to identifying and evaluating potential acquisition targets.
• Strategic Rationale: Provides Orecap with “clean vehicles” for a pipeline of future investments, aligns with its mandate as a TSXV‑listed investment issuer, and enables rapid transaction execution in a rising gold price environment.
• Future Plans: Orecap will continue to evaluate opportunities for placement within the spin‑outs and may invest in dedicated technical and financial teams to advance those opportunities.
• Reference Documents: Definitive arrangement agreement and management information circular available on SEDAR+ (www.sedarplus.ca).

Notable Quotes

• “The completion of the Arrangement provides Orecap with clean vehicles for a pipeline of future investments, inline with its mandate as a TSXV‑listed investment issuer.” – Stephen Stewart, Chief Executive Officer

Materiality Assessment: Material – Positive (the spinout materially alters corporate structure and creates new avenues for growth).