Mr. Stephen Stewart of Orecap reports

ORECAP RECEIVES TSX-V ACCEPTANCE FOR STARDUST AGREEMENT ON MCGARRY GOLD PROJECT

Orecap Invest Corp. has received acceptance from the TSX Venture Exchange for the option agreement dated Nov. 17, 2025, pursuant to which Orecap has optioned its McGarry project to Stardust Metal Corp. The agreement is now in effect and provides Stardust with the right to earn up to a 75-per-cent interest in Orecap's high-grade McGarry project, located in the heart of the Kirkland Lake gold district. The agreement was initially announced on Nov. 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-per-cent interest in McGarry through a two-stage option.

Option 1 -- earn 50-per-cent interest

Stardust must complete $13-million in total commitments over four years, consisting of the following.

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 National Instrument 43-101;
• Defining potential gold resources within the historic McGarry/Kerr Addison tailings;
• 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-per-cent interest

Within two years of earning 50 per cent, Stardust may acquire an additional 25-per-cent 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 per cent 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 five kilometres 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;
• Rerating potential;
• District-scale consolidation.

Governance and shareholder protections

The transaction was a non-arm's-length transaction under TSX-V policies and was treated as a related party transaction for Orecap under Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions, as certain directors and officers of Orecap are also directors, officers and/or shareholders of Stardust. In addition, Orecap currently holds approximately 10.9 per cent of the outstanding shares of Stardust. These directors and officers own, directly or indirectly, 7,261,094 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 finders' 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 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. The loan and repayment were exempt from the formal valuation and minority shareholder approval requirements of MI 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 the loan is less than 25 per cent of the company's market capitalization.

Qualified person statement

The technical information contained in this news release has been reviewed and approved by Charles Beaudry, PGeo, Geo, director of Orecap Invest, a qualified person as defined in NI 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, XXIX Metal Corp., Stardust Metal, Auriginal Mining Corp., Awale Resources Ltd. and Metal Energy Corp., in addition to owning a broad portfolio of land packages focused on gold, copper and zinc. Agnico Eagle Mines Ltd. is a 9.9-per-cent shareholder.

We seek Safe Harbor.