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].

Core Insights - Orecap Invest Corp. has consolidated its ownership of the McGarry Project, now owning 100% of the land tenure, subject to existing royalties [1][6][9] Project Overview - The McGarry Project spans 681 hectares and includes 46 patented mining claims and 5 mining licenses, all now fully owned by Orecap [2][6] - The project is located along the Cadillac-Larder Lake Break and has a historical NI 43-101 indicated resource of 447,000 ounces of gold at a grade of 8.57 g/t, and an inferred resource of 157,000 ounces at 5.83 g/t [2][8] - McGarry has a history of production, with significant underground workings and infrastructure upgrades completed as recently as 2013 [2][6] Infrastructure and Historical Production - The existing infrastructure includes a shaft extending to 2,290 feet below the surface, which allows for a more cost-effective and accelerated timeline for accessing potential underground resources [7][8] - The historical Kerr Addison mine, adjacent to McGarry, produced 11 million ounces of gold at a grade of 9 g/t, with tailings estimated to cover 73 hectares within the McGarry property [8][6] Strategic Importance - McGarry's location is central to a regional consolidation strategy, being contiguous with Gold Candle's Kerr Addison project and near Agnico Eagle's Upper Beaver Project, both of which are significant gold deposits [6][7] - The project’s existing infrastructure and resource potential underscore its importance in the regional mining landscape [7][8] Transaction Details - Orecap acquired the remaining 25% of certain McGarry tenure for a total of $100,000, consisting of $50,000 in cash and $50,000 in shares, subject to TSXV approval [9]