Orecap Invest completes deal to spin out subsidiaries

Mr. Stephen Stewart reports ORECAP COMPLETES PLAN OF ARRANGEMENT Orecap Invest Corp. has completed its previously announced plan of arrangement to spin out its wholly owned subsidiaries 1540529 B.C. Ltd. (529), 1540538 B.C. Ltd. (538) and 1540542 B.C. Ltd. (542) to the company's existing shareholders. The arrangement was approved at Orecap's annual general and special meeting held on Sept. 17, 2025, and the Supreme Court of British Columbia issued its final order approving the arrangement on Sept. 25, 2025. Under the terms of the arrangement, effective Sept. 29, 2025, each shareholder of the company received: (i) one new common share of the company for each outstanding common share of the company held; and (ii) one common share in the capital of each of 529, 538 and 542 (the Spincos) for each 150,000 outstanding common shares of the company held. As a result of the completion of the arrangement, each of the Spincos is now a separate unlisted reporting issuer in the provinces of Ontario, British Columbia and Alberta, and the company holds no interest in any of the Spincos. None of the Spincos has any material assets or carries on any active business, other than the identification and evaluation of potential acquisitions of value accreting assets or businesses. New spinouts provide optionality The completion of the arrangement provides Orecap with clean vehicles for a pipeline of future investments, inline with its mandate as a TSX Venture Exchange-listed investment issuer. Additionally, given the rising gold price environment, having access to three unlisted reporting issuers enables Orecap, and the larger ore group, to transact quickly, and transition to the public markets efficiently with new, dedicated management teams for each. As such, Orecap will not only evaluate new opportunities to place within these unlisted reporting issuers but will also look to invest in strong technical and financial teams that will advance these new opportunities. Complete details of the terms of the arrangement are set out in the definitive arrangement agreement and the management information circular for the meeting, which are available under the company's profile on SEDAR+. About Orecap Invest Corp. Orecap Invest seeks special situation investments in the natural resource sector, offering shareholders diverse exposure to high-return opportunities across precious and critical metals. Orecap holds significant equity positions in companies such as American Eagle Gold, XXIX Metal Corp., Mistango River Resources and Awale Resources, alongside a broad portfolio of gold, copper and zinc land packages. Agnico Eagle Mines is a 9.9-per-cent shareholder. We seek Safe Harbor.