Orecap gains TSXV acceptance for Stardust agreement at McGarry Gold

Toronto, Ontario--(Newsfile Corp. - August 19, 2026) - Orecap Invest Corp‎. (TSXV: OCI) (OTCQB: ORFDF) ( "Orecap" or the "Company" ) is pleased to announce that it has received acceptance from the TSX Venture Exchange for the option agreement dated November 17, 2025, pursuant to which Orecap has optioned its McGarry project (the "Agreement" ) to Stardust Metal Corp. ( "Stardust" ). The Agreement is now in effect and 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 Gold District (the "Transaction" ). The Agreement was initially announced on November 18, 2025, and shareholder approval was announced on July 15, 2026. McGarry is a strategic asset with significant upside potential and established infrastructure.

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:

The Work Obligation is expected to focus on advancing McGarry through resource updates, infrastructure and tailings evaluation and targeted exploration, including:

Updating McGarry's mineral resource estimate in accordance with 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 an initial 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.

Strong Alignment: Orecap Is a Significant Shareholder of Stardust

Orecap is a significant shareholder of Stardust, owning 4.9 million shares, representing approximately 10.9% of Stardust's outstanding shares. The Transaction strengthens alignment between the two companies while ensuring that McGarry receives the capital, drilling and development focus required to unlock its full value. Furthermore, McGarry is less than 5 km east of Stardust's Omega Project, together forming a significant proximal land position along 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

Governance and Shareholder Protections

The Transaction was a Non-Arm's Length Transaction under TSXV policies and was 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 of Stardust. In addition, Orecap currently holds approximately 10.9% of the outstanding shares of Stardust. These directors and officers own, directly or indirectly, 7,261,094 0 Stardust shares.

MI 61-101 requires that an issuer obtain approval of a majority of the disinterested shareholders. Orecap received disinterested shareholder approval for the Transaction on July 14, 2026.

No finder's fees were paid in connection with the Transaction.

Repayment of Interest Free, Unsecured Loan

The Company has repaid its loan agreement with a non-arm's length lender for the principal sum of $833,333 (the " Loan "). The Loan was evidenced by a promissory note and was announced on May 22, 2026

The lender is a company owned and controlled by Stephen Stewart, the Chief Executive Officer and director of Orecap. Accordingly, the Loan and its repayment constituted a "related party transaction" pursuant to Multilateral Instrument 61-101 - ‎ Protection of ‎Minority Security Holders in Special Transactions (" MI 61-101 "). The Loan and repayment was exempt from the formal valuation and minority shareholder approval requirements of 61-101. The Company is exempt from the formal valuation requirement contain in section 5.5(b) of MI 61-101 as the Company does not have securities listed on a specified stock exchange. The Loan and its repayment was further exempt from the minority shareholder approval requirement pursuant to section 5.7(1)(a) of MI 61-101 as the fair market value of Loan is less than 25% of the Company's market capitalization.

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 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-return opportunities in precious and critical metal assets and businesses. Orecap holds significant equity positions in portfolio companies, including 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 focused on gold, copper and zinc. Agnico Eagle Mines Limited is a 9.9% shareholder.

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/310388

TMX Newsfile

August 19, 2026 - 3:00 AM PDT

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