1540538 B.C. Ltd. closes private placement financing

Toronto, Ontario--(Newsfile Corp. - June 18, 2026) - 1540538 B.C. Ltd. (the " Company ") is pleased to announce that it has closed a non-brokered private placement offering of 2,500,000 common shares issued at a price of C$0.05 per Share for gross proceeds of C$125,000 (the "Offering"). All securities issued in connection with the Offering are subject to a four-month hold period.

Following the completion of the Offering, the Corporation has 3,323,500 Common Shares issued and outstanding. Early Warning Requirements As required by National Instrument 62‐103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues , Orecap Invest Corp. has filed an Early Warning Report in connection with its acquisition of the Shares pursuant to the Offering. The Shares were acquired by Orecap Invest Corp., a TSXV Listed Investment Issuer, organized and existing under the laws of Ontario, with an office in Toronto, Ontario.

Prior to the completion of the Offering, Orecap Invest Corp. did not directly or indirectly own or exercise control over any Shares, nor any securities exercisable into Shares. Following the completion of the Offering, Orecap Invest Corp. directly owns and exercises control over 800,000 Shares, representing approximately 24% of the issued and outstanding Shares. Orecap Invest Corp. did not and does not hold any convertible securities before or after the completion of the Offering.

The Shares were acquired for investment purposes. Orecap Invest Corp. currently has no other plans or intentions that relate to, or would result in the matters listed in clauses (a) to (k) of item 5 of Form 62-103F1. Standard Ore Corp. (" Standard Ore ") has filed an Early Warning Report in connection with its acquisition of the Shares pursuant to the Offering.

The 800,000 Shares acquired by Standard Ore, a private company controlled by Stephen Stewart, organized and existing under the laws of Ontario, with an office in Toronto Ontario. Prior to the completion of the Offering, Standard Ore owned directly or indirectly own or exercise control over 30,000 Shares, but not any securities exercisable into Shares. Following the completion of the Offering, Standard Ore directly owns and exercises control over 830,000 Shares, representing approximately 25% of the issued and outstanding Shares.

Standard Ore did not and does not hold any convertible securities before or after the completion of the Offering. The Shares were acquired for investment purposes. Standard Ore currently has no other plans or intentions that relate to, or would result in the matters listed in clauses (a) to (k) of item 5 of Form 62-103F1.

A copy of the Early Warning Reports with respect to the foregoing will appear on the Company's profile on the System for Electronic Document Analysis and Retrieval at www.sedarplus.ca . A copy of the reports may also be obtained by contacting Stephen Stewart, CEO of the Company, via the contact information below for the Company. Directors and Officers, directly or indirectly, acquired 1,440,000 Shares pursuant to the Offering.

In addition, Stephen Stewart, Alex Stewart, Joel Friedman and Anthony Moreau are insiders of Orecap Invest Corp. and the Company. The Company has relied on exemptions from the minority shareholder approval and formal valuation requirements applicable to the "related-party transactions" under sections 5.5(b) and 5.7(1)(b), respectively, of MI 61-101, as neither the Company is not listed on any of the designated markets and the Shares to be acquired by the participating Insiders nor the consideration to be paid by such Insiders is anticipated to exceed $2,500,000. The Company will file a material change report in respect of the related party transaction.

For further information, please contact: ‎Stephen Stewart, Chief Executive Officer Phone: 416.644.1567 Email: info@oregroup.ca This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or the securities laws of any state of the United States, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the U.S. Securities Act) absent registration under the U.S. Securities Act and applicable state securities laws or an exemption from such registration requirements.

Forward-Looking Information Certain statements contained in this news release constitute "forward-looking information" and "forward-looking statements" as such terms are used in applicable Canadian securities laws. Forward-looking statements and information are based on plans, expectations and estimates of management at the date the information is provided and are subject to certain factors and assumptions, including, that the Company's financial condition and development plans do not change as a result of unforeseen events and that the Company obtains any required regulatory approval. Forward-looking statements and information are subject to a variety of risks and uncertainties and other factors that could cause plans, estimates and actual results to vary materially from those projected in such forward-looking statements and information.

Factors that could cause the forward-looking statements and information in this news release to change or to be inaccurate include, but are not limited to, the risk that any of the assumptions referred to prove not to be valid or reliable, that occurrences such as those referred to above are realized and result in delays, or cessation in planned work, that the Company's financial condition and development plans change, and delays in regulatory approval, as well as the other risks and uncertainties applicable to the Company, as set forth in the Company's financial statements and management discussion and analysis filed under the Company's profile at www.sedarplus.ca . The Company undertakes no obligation to update the forward-looking statements and information, other than as required by applicable law. To view the source version of this press release, please visit https://www.newsfilecorp.com/release/302114 Newsfile Corp. June 18, 2026 - 2:00 PM PDT News by QuoteMedia www.quotemedia.com