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Mistango River Resources Inc
Symbol MIS
Shares Issued 178,231,839
Close 2025-11-18 C$ 0.06
Market Cap C$ 10,693,910
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Mistango River to rebrand as Stardust, option McGarry

2025-11-18 19:33 ET - News Release

Mr. Stephen Stewart reports

MISTANGO ANNOUNCES MAJOR CORPORATE TRANSFORMATION: REBRANDING AS STARDUST METAL AND STRATEGIC ACQUISITION OF MCGARRY PROJECT

Mistango River Resources Inc. will complete a fundamental corporate transformation, including a change of its corporate name, share consolidation, corporate rebranding and the execution of a binding letter of intent dated Nov. 17, 2025, to acquire an up-to-75-per-cent interest in the McGarry project from Orecap Invest Corp.

Corporate transformation: rebranding and share consolidation

The company is changing its corporate name from Mistango River Resources Inc. to Stardust Metal Corp., reflecting a renewed corporate direction and focus on its Kirkland Lake projects.

Name change and ticker: The name change and share consolidation are expected to take effect on Nov. 21, 2025, subject to Canadian Securities Exchange approval. The company's common shares are expected to commence trading under the new symbol ZIGY on Nov. 21, 2025.

  • Share consolidation: Mistango will consolidate its common shares on the basis of one new common share for every existing five common shares.
  • Following the consolidation, there are expected to be 35,656,368 common shares issued and outstanding, subject to rounding.
  • A new Cusip number (854947108) replaces the old one to distinguish between the pre and postconsolidated shares.

Strategic acquisition of the McGarry project

Mistango has entered into an option agreement with Orecap, which will see Orecap option its 100-per-cent-owned McGarry project to Mistango. This transaction is highly strategic and shares existing synergies with Mistango's Omega project, located fewer than five kilometres west of McGarry.

Renewal of McGarry and Omega: legacy data, new resources and a modern gold price

Both McGarry and Omega have extensive historical work, including a large drilling database and past gold production. While historical resource estimates exist, they were prepared by previous owners and at significantly lower gold prices.

The new company has taken a rigorous, ground-up approach: returning to original source data and logs, rebuilding and validating the database, and reinterpreting the geology. This work will lead to new National Instrument 43-101-compliant mineral resource estimates for both assets, developed within the context of modern gold prices and current technical standards.

Strategic rationale: complementary, high-value assets in a strategic camp

The consolidation of McGarry and Mistango's Omega project under Stardust provides both projects the strategic focus they currently lack. Integrating McGarry and Omega provides significant operational synergies for a future potential district-scale, integrated operation.

McGarry advantages: McGarry hosts a historical underground gold resource and established mining infrastructure, including a shaft and headframe, which offers accessibility for underground resources.

Tailings potential: McGarry contains a tailings facility hosting historical Kerr Addison tailings. Kerr Addison historically produced 11 million ounces at nine grams per tonne gold. Tailings from the historic Kerr Addison operation, estimated to cover 73 hectares which represent over one million tonnes per vertical metre, are situated within the McGarry property limit. While definitive tonnage and grade data have not been established, historical documentation suggests the potential presence of residual gold within the tailings. Establishing a potential resource on these tailings could provide early and easily accessible ounces, boosting project economics of any future mining operation. Omega also has high-value, near-surface ounces and tailings reprocessing potential.

Strategic location and neighbours: Stardust's assets are located in the Kirkland Lake gold camp, situated directly on the Cadillac Break and surrounded by gold majors, positioning Stardust adjacent to major operations and projects run by:

Agnico Eagle -- Upper Beaver and Macassa:

  • Upper Beaver (advanced development): Agnico's Upper Beaver is being advanced toward a potential production phase. Agnico's Upper Beaver is a combined gold-copper opportunity with both open-pit and underground development options.
  • Macassa (high-grade underground mine): Macassa is Agnico's operating, high-grade underground asset in the Kirkland Lake camp. Stardust's Kirkland West project is immediately adjacent to Macassa.

Gold Candle (private company with Pierre Lassonde as chair): Kerr-Addison project:

  • Leadership and strategic push: Mr. Lassonde joined Gold Candle as executive chairman in 2025 to advance the Kerr-Addison redevelopment.
  • Kerr-Addison project status and resources: Gold Candle has published an updated 2025 mineral resource estimate and corporate presentation describing Kerr-Addison as one of Canada's largest undeveloped, historic gold assets (historic production of approximately 11 million ounces at high grades).

Pan American Silver: Larder project:

  • The Larder project had been advanced by Mag Silver as a district-scale exploration target prior to Pan American Silver's acquisition (bringing Mag's projects, including Larder, into Pan American's portfolio).

Barrick:

  • Recent Ontario permitting records show Barrick applying for early exploration permits (mechanized surface work and multiyear exploration permits) adjacent to Mistango's Kirkland West project.

The continuing development at Agnico Eagle's Upper Beaver and Pierre Lassonde's Gold Candle aligns to make this a very attractive strategic position for Stardust.

Transaction details: key option agreement terms

Option 1 (to earn 50-per-cent interest): Mistango is committed to spending $13.0-million over four years to earn a 50-per-cent interest in McGarry. This commitment consists of milestone payments totalling $500,000 in cash and a work obligation totalling $12.5-million, as per the table below. The work obligation specifically includes expenditures related to the identification of possible resources within tailings situated within the McGarry property boundary. Upon successful completion of option 1, a joint venture will be formed, with Mistango acting as operator.

Option 2 (to earn an additional 25-per-cent interest): Upon earning the 50-per-cent interest, Mistango will have the option to acquire an additional 25-per-cent interest in McGarry for a $50-million cash payment, exercisable within two years from the completion of option 1.

The $50-million for option 2 reflects the past structure of Kirkland Lake Gold's strategic partnership from 2021 (see news release dated April 21, 2021).

Governance and shareholder protections

The agreement is subject to acceptance by the Canadian Securities Exchange.

The transaction will be a non-arm's-length transaction under TSX Venture Exchange policies and will be treated as a related-party transaction for Mistango under Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions) as certain directors and officers of Mistango are also directors, officers and/or shareholders of Orecap. In addition, Orecap holds approximately 13.9 per cent of the shares of Mistango. These directors and officers own, directly or indirectly, 15,746,572 Orecap 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. Mistango 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.

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.

Qualified person statement

The technical information contained in this news release has been reviewed and approved by Charles Beaudry, PGeo and geo, director of Mistango River Resources, a qualified person as defined in National Instrument 43-101 (Standards of Disclosure for Mineral Projects). For the exploration undertaken by Mistango, all assay batches are accompanied by rigorous quality assurance procedures, including the insertion of standards and blanks.

We seek Safe Harbor.

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