Orecap Announces Strategic Agreement with Mistango to Advance the High-Grade McGarry Gold Project

Core Viewpoint - Orecap Invest Corp. has entered into a strategic agreement with Mistango River Resources Inc. to advance the high-grade McGarry Gold Project, allowing Orecap to retain significant ownership while unlocking capital investment for exploration and development [1][2]. Agreement Structure - The agreement allows Stardust to earn up to a 75% interest in the McGarry Project through a two-stage option process [3][6]. - Option 1 requires Stardust to complete $13 million in commitments over four years, including cash payments and work obligations focused on updating mineral resource estimates and aggressive drilling campaigns [3][5]. - Upon completion of Option 1, a 50/50 Joint Venture will be formed with Stardust as the operator [6]. Financial Implications - If Option 2 is exercised, Stardust can acquire an additional 25% interest for a $50 million cash payment, which aligns with previous valuations for similar land packages [6][7]. - The initial $12.5 million work program will be fully funded by Stardust, allowing Orecap to benefit from exploration without diluting its balance sheet [7]. Tailings Reprocessing Opportunity - The McGarry property includes historic tailings from the Kerr Addison operation, which produced 11 million ounces of gold at an average grade of 9 g/t [8]. - The potential for early-stage gold recovery from these tailings could significantly enhance the project's economics [8]. Strategic Positioning - Orecap is a significant shareholder of Mistango, owning 24.7 million shares (13.9%), which strengthens the alignment between the two companies [9][10]. - The McGarry project is strategically located near major operators and active developers, enhancing its district-scale value [10][12]. Governance and Compliance - The transaction is classified as a Non-Arm's Length Transaction under TSXV policies, requiring approval from disinterested shareholders and a formal valuation [13][14]. - Orecap expects to seek disinterested shareholder approval for the transaction, with a special meeting anticipated in early 2026 [14].