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Orecap Shareholders Approve McGarry Option Transaction with Stardust Metal

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Orecap (OTCQB: ORFDF) reported that shareholders approved the previously announced option transaction with Stardust Metal at its July 14, 2026 AGM. Under the option agreement, Stardust may earn up to a 75% interest in Orecap's McGarry Project in the Kirkland Lake Gold Camp, along the Cadillac Break. Shareholder approval satisfies a key condition, with the transaction still requiring final TSX Venture Exchange approval.

According to Orecap, the McGarry transaction aligns with its strategy of unlocking value through partner-funded exploration while retaining upside via its equity stake in Stardust. Stardust plans an active 2026 exploration program at McGarry, including near-surface drilling expected to begin in early August 2026 and follow-up work on shallow and deeper targets.

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AI-generated analysis. How Rhea-AI works. Not financial advice.

Positive

  • Shareholders approve McGarry option, clearing a key deal condition
  • Stardust can earn up to 75% interest in McGarry via option
  • Orecap retains exploration upside through equity ownership in Stardust
  • Planned 2026 McGarry program includes near-surface drilling from early August

Negative

  • Transaction still subject to final TSX Venture Exchange approval, adding execution risk
  • Orecap may be diluted to as low as 25% project interest if option fully exercised
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  • Transaction advances Orecap's strategy of unlocking value through partner-funded project advancement while retaining meaningful upside.
  • Stardust plans to commence near-surface drilling at McGarry in early August 2026.
  • Orecap maintains significant exposure to exploration success through its equity ownership in Stardust Metal.

Toronto, Ontario--(Newsfile Corp. - July 15, 2026) - Orecap Invest Corp‎. (TSXV: OCI) (OTCQB: ORFDF) ("Orecap" or the "Company") is pleased to announce that shareholders approved the previously announced option transaction with Stardust Metal Corp. ("Stardust") at the Company's Annual General and Special Meeting held on July 14, 2026.

"The approval of this transaction represents another example of Orecap advancing its investment issuer model. We believe McGarry is one of the most compelling exploration opportunities in Kirkland Lake, and this partnership allows the project to be advanced by a dedicated operator while enabling Orecap shareholders to retain significant exposure to exploration success through our equity position in Stardust," said Stephen Stewart, Orecap's Chairman.

Under the terms of the option agreement, Stardust may earn up to a 75% interest in Orecap's McGarry Project, located in the Kirkland Lake Gold Camp along the Cadillac Break. Shareholder approval satisfies a key condition of the transaction, which remains subject to final approval from the TSX Venture Exchange.

Unlocking Value Through Strategic Partnerships

The McGarry transaction reflects Orecap's strategy of creating value through strategic investments and partnerships. By partnering with exploration-focused companies, Orecap seeks to unlock value from its asset portfolio while maintaining meaningful exposure to future discoveries and project advancement.

Stardust has outlined an active 2026 exploration program at McGarry, including a near-surface drilling campaign expected to commence in early August and follow-up work designed to advance both shallow and deeper discovery targets.

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), Stardust Metal Corp. (CSE: ZIGY), Auriginal Mining Corp. (TSXV: AUME), Awale Resources Limited (TSXV: ARIC) and Metal Energy Corp. (TSXV: MERG) in addition to owning a broad portfolio of land packages focussed 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)10.46M / (5.1%)
Awale Resources Limited (TSXV: ARIC)10.63M / (8.9%)
Stardust Metal Corp. (CSE: ZIGY)4.94M / (10.9%)
Metal Energy Corp. (TSXV: MERG)1.02M + 512,500 warrants / (2.2%)
Auriginal Mining Corp. (TSXV: AUME)42.75M (16.2%)
XXIX Metal Corp. (TSXV: XXIX) (OTCQB: QCCUF) (FSE: 5LW0)‎23.64M ‎/ (6.2%)
Kirkland Lake Discoveries Corp. (TSXV: KLDC)40.58M / (19.9%)

 

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. 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, 2025, 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.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/305196

FAQ

What did Orecap (OTCQB: ORFDF) shareholders approve regarding the McGarry Project in July 2026?

Shareholders approved an option transaction allowing Stardust Metal to earn up to a 75% interest in the McGarry Project. According to Orecap, this approval was granted at the July 14, 2026 Annual General and Special Meeting.

How much interest can Stardust Metal earn in Orecap's McGarry Project under the new option?

Stardust Metal may earn up to a 75% interest in Orecap's McGarry Project. According to Orecap, this interest is subject to the option terms and final TSX Venture Exchange approval.

When will Stardust Metal start drilling at the McGarry Project after the Orecap (ORFDF) option approval?

Stardust plans to commence near-surface drilling at McGarry in early August 2026. According to Orecap, this work is part of an active 2026 exploration program targeting shallow and deeper discovery zones.

How does the McGarry option transaction fit Orecap’s strategy for ORFDF shareholders?

The transaction supports Orecap’s strategy of partner-funded project advancement while retaining upside. According to Orecap, it keeps significant exposure to exploration success through both residual McGarry ownership and its equity position in Stardust Metal.

Is the Orecap–Stardust McGarry option deal fully effective after shareholder approval?

No, the deal is not yet fully effective because it still requires final TSX Venture Exchange approval. According to Orecap, shareholder approval only satisfies a key condition of the transaction.

Where is Orecap’s McGarry Project located and why is it significant?

McGarry is located in the Kirkland Lake Gold Camp along the Cadillac Break. According to Orecap, the company views McGarry as one of the most compelling exploration opportunities in that district for future discovery potential.