Orecap to Become 19.9% Shareholder of Kirkland Lake Discoveries Corp.

Executive Summary

• Orecap Invest Corp. entered into a definitive agreement to sell its 100% interest in the Mirado Gold Project to Kirkland Lake Discoveries Corp. (KLDC) in exchange for a 19.9% equity stake in KLDC.
• The transaction will result in KLDC issuing approximately 40,050,398 shares to Orecap, valued at roughly $11.4 million based on KLDC’s closing price on December 17 2025 – a material portion of Orecap’s market capitalization.
• Closing is expected in January 2026, subject to TSXV approval and customary conditions; the received shares are subject to a four‑month statutory hold period.

Key Details

• Consideration: 19.9% of KLDC’s issued and outstanding common shares (≈40.05 million shares).
• Implied Transaction Value: ~$11.4 M (based on KLDC closing price, Dec 17 2025).
• Hold Period: Shares subject to a statutory four‑month hold period plus one day after closing.
• Closing Timeline: Expected January 2026; definitive agreement signed Dec 16 2025.
• Regulatory Conditions: Transaction requires TSXV approval and other customary conditions; no finder's fees payable.
• Strategic Rationale: Orecap shifts from direct land ownership (Mirado) to a material equity position in KLDC, enhancing exposure to the Kirkland Lake gold camp while retaining indirect interest in Mirado through KLDC’s operations.
• Portfolio Context: Adds to Orecap’s existing holdings (e.g., 13.9% Stardust Metal, 6.3% American Eagle Gold, etc.) and aligns with its strategy of holding material equity stakes in well‑capitalized exploration companies.

Notable Quotes

“We are very pleased with this transaction, which reflects Orecap's continued evolution toward holding material equity positions in high‑quality exploration and development companies… we are transforming our exposure by becoming shareholders in one of the largest landholders in the Kirkland Lake district.” – Stephen Stewart, Chairman, Orecap Invest Corp.