• Orecap Retains Significant Ownership, Unlocks Capital Investment Into Its Flagship Gold Asset, and Positions the McGarry-Omega Corridor for Major District-Scale Growth

Toronto, Ontario--(Newsfile Corp. - November 18, 2025) - Orecap Invest Corp‎. (TSXV: OCI) (OTCQB: ORFDF) ( "Orecap" or the " Company ") is pleased to announce that it has that it has executed a binding letter of intent dated November 17, 2025 to option its McGarry project (the "Agreement") to Mistango River Resources Inc. (CSE: MIS), which is rebranding as Stardust Metal Corp. ("Stardust"). The Agreement provides Stardust with the right to earn up to a 75% interest in Orecap's high-grade McGarry Project ("McGarry"), located in the heart of the Kirkland Lake / Larder Lake Gold District (the "Transaction"). McGarry is a strategic asset with significant upside and Infrastructure.

"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. If the second option is exercised at $50 million, it would be an absolutely fantastic outcome for Orecap shareholders. The alignment between Orecap and Stardust is strong, and we believe this partnership will unlock the district-scale value we've always seen," said Stephen Stewart, Chairman of Orecap.

Option Structure Designed to Unlock Value

Under the Agreement, Stardust may earn up to a 75% interest in McGarry through a two-stage option:

Option 1 - Earn 50% Interest:

Stardust must complete $13 million in total commitments over four years, consisting of:

Specific focus of the Work Obligation will be:

• Updating McGarry's mineral resource estimates as per NI 43-101
• Defining potential gold resources within the historic McGarry/Kerr Addison tailings, and
• Aggressive drill campaigns to delineate, explore and discover new resources with a focus on the Kerr Extension.

Upon completing Option 1, a 50/50 Joint Venture will be formed, with Stardust as operator.

Option 2 - Earn Additional 25% Interest:

Within two years of earning 50%, Stardust may acquire an additional 25% interest for a $50 million cash payment to Orecap.

This figure mirrors the price Kirkland Lake Gold previously agreed to pay for 25% of this same land package, helping establish a clear benchmark for value.

Value Proposition for Orecap

Orecap retains significant ownership in the McGarry project that will now see focused exploration. Orecap will hold either 50% or 25% of McGarry, depending on whether Option 2 is exercised. Either structure positions Orecap to benefit from:

• Major investment into the asset
• Accelerated exploration and development
• Partner-operator synergies across the McGarry–Omega corridor

Off Balance Sheet Capital is Injected Directly into Orecap's Asset

The initial $12.5 million work program is fully funded by Stardust, bringing meaningful exploration, drilling, and tailings development to McGarry without dilution to Orecap's balance sheet.

Tailings Reprocessing Offers a Fast-Track, Cash-Flow Opportunity

Kerr Addison historically produced 11 million ounces at 9 g/t gold^[1]. Tailings from the historic Kerr Addison operation, estimated to cover 73 hectares which represent over 1Mt per vertical meter^[2] are situated within the McGarry property limit. While definitive tonnage and grade data has not been established, historical documentation suggest potential presence of residual gold within the tailings. This is a potential early-stage gold recovery project that can transform the economics of the district.

Strong Alignment: Orecap Is a Significant Shareholder of Stardust

Orecap is a major shareholder of Mistango, owning 24.7 million shares (13.9%). This transaction strengthens the alignment between the two companies while ensuring McGarry receives the capital, drilling, and development focus necessary to unlock its full value. Furthermore, McGarry sits less than 5km east of Stardust's Omega Project, combining to form a significant proximal land position on the prolific Cadillac Break.

As a major shareholder, Orecap benefits not only at the asset level but also through its equity position in Stardust, positioning Orecap to participate in:

• Exploration success
• Re-rating potential
• District-scale consolidation

Strategic Context: Creating a Coherent, District-Scale Gold Position

McGarry is surrounded by major operators and active developers, including:

• Agnico Eagle – Upper Beaver & Macassa – located <10km northwest
• Gold Candle (Pierre Lassonde) – Kerr-Addison – bordering McGarry to the east.
• Pan American Silver – Larder – bordering McGarry to the west.
• Barrick – regional exploration program – in the larger Kirkland Lake district, bordering Stardust's Kirkland West project.

Governance and Shareholder Protections

The Agreement is subject to acceptance by the TSX Venture Exchange (the "Exchange").

The Transaction will be a Non-Arm's Length Transaction under TSXV policies, and will be treated as a "related ‎party transaction" for Orecap under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special ‎Transactions ("MI 61-101") as certain directors and officers of Orecap are also ‎directors, officers and/or shareholders Mistango‎. In addition, Orecap holds approximately 13.9% of the Shares of Mistango. These directors and officers own, directly or indirectly, ‎‎4,901,000 Mistango Shares.‎

MI 61-101 requires that an issuer obtain approval of a majority of the disinterested shareholders as well ‎as a formal valuation for a transaction that constitutes a related party transaction, absent an exemption ‎from such requirements. Orecap expects to be exempt from the formal valuation requirement but that it may be required to seek disinterested shareholder approval for the Transaction under MI 61-101.‎ This special meeting of shareholders, if required, is expected to be held in early 2026 at a date to be published following discussions with the Exchange.

In accordance with the Exchange Policy 5.3, the Agreement constitutes a "Reviewable Transaction", as such transaction involves a "Non-Arm's Length" party.

The Company did not file a material change report more than 21 days before the announcement because the details of the Transaction were not settled until shortly prior to entering into the Agreement.

There were no finders fees paid in connection with the Transaction.

QP Statement

The technical information contained in this news release has been reviewed and approved by Charles Beaudry, P.Geo and géo., Director of Orecap Invest Corp., a Qualified Person, as defined in "National Instrument 43-101, Standards of Disclosure for Mineral Projects." For the exploration undertaken by Orecap, all assay batches are accompanied by rigorous Quality Assurance procedures, including the insertion of standards and blanks.

‎ About Orecap Invest Corp‎.

Orecap seeks special situation investments in the natural resource sector that offer shareholders diverse exposure to high returns on precious and critical metal assets and businesses. Orecap has significant equity positions in portfolio companies, such as American Eagle Gold (TSXV: AE) (OTCQB: AMEGF), XXIX Metal Corp. (TSXV: XXIX) (OTCQB: QCCUF), Mistango (CSE: MIS), Awale Resources (TSXV: ARIC), and Kintavar Exploration (TSXV: KTR) in addition to owning a broad portfolio of land packages focused on gold, copper and zinc. Agnico Eagle Mines Limited is a 9.9% shareholder.

Orecap's Equity Holdings include:

¹See Orecap's latest disclosure documents for details regarding holdings.

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