Mr. Stephen Stewart reports

ORECAP ANNOUNCES STRATEGIC AGREEMENT WITH MISTANGO TO ADVANCE THE HIGH-GRADE MCGARRY GOLD PROJECT

Orecap Invest Corp. has executed a binding letter of intent dated Nov. 17, 2025, to option its McGarry project to Mistango River Resources Inc., which is rebranding as Stardust Metal Corp. The agreement provides Stardust with the right to earn an up-to-75-per-cent interest in Orecap's high-grade McGarry project, located in the heart of the Kirkland Lake/Larder Lake gold district. McGarry is a strategic asset with significant upside and Infrastructure.

"McGarry has always been one of Orecap's cornerstone assets. This option agreement ensures significant capital is invested into the project while allowing Orecap to retain meaningful ownership and upside. If the second option is exercised at $50-million, it would be an absolutely fantastic outcome for Orecap shareholders. The alignment between Orecap and Stardust is strong, and we believe this partnership will unlock the district-scale value we've always seen," said Stephen Stewart, chairman of Orecap.

Option structure designed to unlock value

Under the agreement, Stardust may earn an up-to-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.

Specific focus of the work obligation will be:

• Updating McGarry's mineral resource estimates as per National Instrument 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 a 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.

This figure mirrors the price Kirkland Lake Gold previously agreed to pay for 25 per cent of this same land package, helping establish a clear benchmark for value.

Value proposition for Orecap

Orecap retains significant ownership in the McGarry project that will see focused exploration. Orecap will hold either 50 per cent or 25 per cent of McGarry, depending on whether option 2 is exercised. Either structure positions Orecap to benefit from:

• Major investment into the asset;
• Accelerated exploration and development;
• Partner-operator synergies across the McGarry-Omega corridor.

Off balance sheet capital is injected directly into Orecap's asset.

The initial $12.5-million work program is fully financed by Stardust, bringing meaningful exploration, drilling and tailings development to McGarry without dilution to Orecap's balance sheet.

Tailings reprocessing offers a fast-track, cash-flow opportunity

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 potential presence of residual gold within the tailings. This is a potential early-stage gold recovery project that can transform the economics of the district.

Strong alignment: Orecap is a significant shareholder of Stardust

Orecap is a major shareholder of Mistango, owning 24.7 million shares (13.9 per cent). This transaction strengthens the alignment between the two companies while ensuring McGarry receives the capital, drilling and development focus necessary to unlock its full value. Furthermore, McGarry sits less than five kilometres east of Stardust's Omega project, combining to form a significant proximal land position on 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.

Strategic context: creating a coherent, district-scale gold position

McGarry is surrounded by major operators and active developers, including:

• Agnico Eagle Mines Ltd. -- Upper Beaver and Macassa -- located less than 10 kilometres northwest;
• Gold Candle (Pierre Lassonde) -- Kerr-Addison -- bordering McGarry to the east;
• Pan American Silver -- Larder -- bordering McGarry to the west;
• Barrick -- regional exploration program -- in the larger Kirkland Lake district, bordering Stardust's Kirkland West project.

Governance and shareholder protections

The agreement is subject to acceptance by the TSX Venture Exchange.

The transaction will be a non-arm's-length transaction under TSX-V policies and will be 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 Mistango. In addition, Orecap holds approximately 13.9 per cent of the shares of Mistango. These directors and officers own, directly or indirectly, 4,901,000 Mistango 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. Orecap 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.

In accordance with the exchange Policy 5.3, the agreement constitutes a reviewable transaction as such transaction involves a non-arm's-length party.

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 Orecap, a qualified person as defined in National Instrument 43-101 (Standards of Disclosure for Mineral Projects). For the 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 returns on precious and critical metal assets and businesses. Orecap has significant equity positions in portfolio companies, such as American Eagle Gold, XXIX Metal Corp., Mistango, Awale Resources and Kintavar Exploration in addition to owning a broad portfolio of land packages focused on gold, copper and zinc. Agnico Eagle is a 9.9-per-cent shareholder.

We seek Safe Harbor.