Orecap Announces Strategic Agreement with Mistango to Advance the High-Grade McGarry Gold Project

Rhea-AI Summary

Orecap (OTCQB: ORFDF) announced a binding letter of intent dated November 17, 2025 to option its high-grade McGarry gold project to Mistango (rebranding as Stardust Metal). The two-stage option lets Stardust earn 50% by completing $13.0 million of commitments (including a $250,000 initial cash payment and $12.75M in work over four years) and an additional 25% for $50.0 million cash within two years of earning 50%.

Orecap retains meaningful ownership of McGarry, holds 24.7M Mistango shares (13.9%), and the Agreement is subject to TSXV acceptance and possible disinterested shareholder approval in early 2026.

Positive

• Stardust funds $13.0M work program to earn 50% interest
• Option 2 offers $50.0M cash payment for additional 25% interest
• Orecap retains equity upside via 24.7M Mistango shares (13.9%)
• McGarry positioned near major Kirkland Lake district assets (<5km to Omega)

Negative

• Transaction is a non-arm's-length related-party deal requiring TSXV review
• May require disinterested shareholder approval under MI 61-101 (early 2026)
• Historical tailings tonnage/grade not established, creating resource uncertainty
• Company did not file a material change report more than 21 days prior

11/18/2025 - 09:49 AM

Highlights:

• 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:

Milestone	Cash	Work Obligation
Closing ("Initial Payment")	$250,000
Frist Anniversary Payment	$250,000	$2,500,000
Second Anniversary of Effective Date		$2,500,000
Third Anniversary of Effective Date		$2,500,000
Fourth Anniversary of Effective Date		$5,000,000

 

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:

Company (Ticker)	Shares Owned1 / (% of Outstanding Shares)
American Eagle Gold (TSXV: AE) (OTCQB: AMEGF)	10,718,748 / (6.2%)
Awale Resources (TSXV: ARIC)	7,389,833 + 4,166,666 warrants / (7.1%)
Mistango River Resources (CSE: MIS)	24,708,975 / (13.9%)
Metal Energy (TSXV: MERG)	1,025,000 + 512,500 warrants / (3.6%)
Kintavar Exploration (TSXV: KTR)	42,750,000 (19.9%)
XXIX Metal Corp. (TSXV: XXIX) (OTCQB: QCCUF) (FSE: 5LW0)	‎23,637,431 ‎/ (7.7%)

 

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

For further information, please contact:

Stephen Stewart, Chief Executive Officer
Phone: 416.644.1567
Email: info@oregroup.ca

Forward-Looking Statements

This news release contains statements that may constitute "forward-looking information" or "forward-looking statements" within the meaning of applicable Canadian securities legislation. Forward-looking information and statements may include, among others, statements regarding future plans, costs, objectives or performance of the Corporation, or the assumptions underlying any of the foregoing. In this news release, words such as "may", "would", "could", "will", "likely", "believe", "expect", "anticipate", "intend", "plan", "estimate" "target" and similar words and the negative form thereof are used to identify forward-looking statements. Forward-looking statements should not be read as guarantees of future performance or results, and will not necessarily be accurate indications of whether, or the times at or by which, such future performance will be achieved. No assurance can be given that any events anticipated by the forward-looking information will transpire or occur, including the closing of the Transaction, or shareholder approval for the Transaction being obtained. Forward-looking statements and information are based on information available at the time and/or management's good-faith belief with respect to future events and are subject to known or unknown risks, uncertainties, assumptions and other unpredictable factors, many of which are beyond the Corporation's control. These risks, uncertainties and assumptions include, but are not limited to, those described under "Risk Factors" in the Corporation's management's discussion and analysis for the fiscal year ended October 31, 2024, which is available on SEDAR+ at www.sedarplus.ca; they could cause actual events or results to differ materially from those projected in any forward-looking statements. The Corporation does not intend, nor does the Corporation undertake any obligation, to update or revise any forward-looking information or statements contained in this news release to reflect subsequent information, events or circumstances or otherwise, except if required by applicable laws.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.

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^[1] Refer to Gold Candle's Corporate Presentation dated September 2025 on goldcandle.com.
Cautionary Statement: Orecap cautions readers that historical production or current mineral resource estimates at Kerr Addison are not necessarily indicative of mineralization at McGarry.
^[2] Assumed density 1.55 grams per cubic centimeter.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/274984

FAQ

What did Orecap (ORFDF) announce on November 18, 2025 about McGarry?

Orecap announced a binding LOI dated Nov 17, 2025 to option McGarry to Mistango/Stardust with a two-stage earn-in up to 75%.

How can Stardust earn 50% of McGarry and what is the timeline?

Stardust must complete $13.0M in commitments over four years, including a $250,000 initial payment and staged work obligations.

What does the second option mean for Orecap shareholders (ORFDF)?

If exercised within two years of earning 50%, Stardust would pay $50.0M cash to Orecap for an additional 25% interest.

Will the McGarry transaction require shareholder approval for Orecap (ORFDF)?

The deal is a related-party transaction under MI 61-101 and may require disinterested shareholder approval, expected in early 2026 if needed.

How is McGarry financed without diluting Orecap's balance sheet?

Stardust funds the initial $12.5M work program, injecting off-balance-sheet capital into McGarry.

What uncertainty remains about tailings reprocessing at McGarry?

Historic Kerr Addison tailings are cited, but definitive tonnage and grade have not been established at McGarry.