Orecap Invest completes deal to spin out subsidiaries

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 common share of Orecap for each share held and one common share in each spin‑co for every 150,000 Orecap shares held.
• The spin‑offs are now separate unlisted reporting issuers with no material assets or active business; Orecap retains no interest but gains clean vehicles for future investments.

Key Details

• Approval & Orders: Arrangement approved at Orecap’s annual general and special meeting on Sept. 17, 2025; final order issued by the Supreme Court of British Columbia on Sept. 25, 2025.
• Effective Date: Completion effective Sept. 29, 2025.
• Share Distribution:
• One new Orecap common share per existing Orecap common share held.
• One common share in each of the three spin‑co subsidiaries for every 150,000 Orecap common shares held.
• Spin‑Co Status: Each spin‑co is now an unlisted reporting issuer in Ontario, British Columbia and Alberta; they hold no material assets or operating business beyond evaluating potential acquisitions.
• Strategic Rationale: Provides Orecap with “clean vehicles” to pursue a pipeline of future investments, enhances flexibility in a rising gold price environment, and allows rapid transition of opportunities to public markets via dedicated management teams.
• Future Plans: Orecap will continue to evaluate acquisition targets for the spin‑cos and may invest in technical/financial teams to advance those opportunities.
• Reference Documents: Definitive arrangement agreement and Management Information Circular available on SEDAR+.

Notable Quotes

(No direct quotes were provided in the release.)