Orecap Closes its Acquisition of 19.9% of Kintavar Exploration

Rhea-AI Summary

Orecap Invest Corp. (OTCQB: ORFDF) has completed its acquisition of a 19.9% stake in Kintavar Exploration through an asset purchase agreement involving the Roger project in Quebec's Chibougamau mining district. The strategic investment positions Orecap and XXIX as cornerstone investors with a combined 39.9% ownership in Kintavar.

The Roger project features a historical indicated resource of 10.9Mt at 0.85 g/t gold (333,000 oz gold equivalent) and an inferred resource of 6.569Mt at 0.75 g/t gold (202,000 oz gold equivalent). Kintavar, now led by Peter Cashin and supported by the Ore Group, has $4.2M in cash and receivables and controls 17 Quebec projects.

Additionally, Orecap will hold its AGM on September 17, 2025, seeking approval to spin out three new subsidiaries as part of its strategy to create additional shareholder value.

Positive

• Strategic acquisition of 19.9% stake in Kintavar, with strong combined ownership of 39.9% alongside XXIX
• Kintavar has strong cash position of $4.2M in cash and receivables
• Roger Project has significant historical gold-copper resource of 535,000 oz gold equivalent
• Portfolio includes 17 additional Quebec projects with partnerships like IAMGOLD
• Upcoming value creation through planned spinout of three new subsidiaries

Negative

• Historical resource estimate requires verification and updating to current standards
• Additional work needed to classify historical estimate as current mineral resource

• Strategic Investment: Orecap acquires 19.9% of Kintavar, reallocating assets into a well-financed explorer with $4.2M in cash and receivables.
• Strong Shareholder Alignment: Orecap and XXIX become cornerstone investors, jointly holding 39.9% of Kintavar.
• High-Potential Asset: Kintavar refocuses on advancing the 100%-owned Roger Project, a Chibougamau gold-copper deposit with a historical indicated resource of 10.9Mt at 0.85 g/t gold, 0.80 g/t silver and 0.06% copper (333,000 ounces of gold equivalent), and a historical inferred resource of 6.569Mt at 0.75 g/t gold, 1.18 g/t silver and 0.11% copper (202,000 ounces of gold equivalent)¹.
• Proven Leadership: Kintavar is now led by Peter Cashin, supported by the Ore Group, with a dedicated strategy to unlock value from Roger and its 17 Quebec projects.
• Further Upcoming Catalysts: Orecap's September 17 AGM will seek approval for spinouts of three new subsidiaries, creating additional opportunities for shareholder value creation.

Toronto, Ontario--(Newsfile Corp. - September 16, 2025) - Orecap Invest Corp‎. (TSXV: OCI) (OTCQB: ORFDF) ("OCI" or the "Company") is pleased to announce that it has closed its previously announced acquisition of 19.9% of Kintavar Exploration Inc. ("Kintavar") through an asset purchase agreement dated April 21, 2025 (the "APA") with Kintavar and XXIX Metal Corp. ("XXIX") pursuant to which Orecap and XXIX sold a ‎100% interest in the Roger project (the "Transaction") in the ‎Chibougamau mining district in Quebec (the "Roger" or the "Project").

Strategic Investment Reallocation

This transaction is in line with Orecap's portfolio model of holding material equity positions across early-stage, well-capitalized companies with high-potential assets and strong management teams.

The investment in Kintavar is the latest example of Orecap identifying market inefficiencies and transacting creatively. Kintavar, having $3.8 million in cash and investments, and an additional $400,000 in receivables was trading at a discount prior to the Transaction, with its 17 properties across Quebec not receiving any value. Orecap reallocated a portion of its 39,096,852 shares in XXIX to facilitate the Transaction, further diversifying its equity portfolio.

Kintavar, now led by Peter Cashin, and with support from the Ore Group, can focus dedicated resources and capital on developing Roger under a new Chibougamau-focused, base metal and gold exploration interpretation. Through this transaction, Kintavar now has strong shareholder support, with OCI and XXIX as cornerstone shareholders collectively holding 39.9%.

Kintavar's New Interpretation of the Roger Project

Roger, now 100%-owned by Kintavar, is located approximately 5km northwest of Chibougamau and spans 987 hectares. The Project was the subject of a historical mineral resource estimate with an indicated resource of 10.9Mt at 0.85 g/t gold, 0.80 g/t silver and 0.06% copper (333 Koz AuEq), and an inferred resource of 6.569Mt at 0.75 g/t gold, 1.18 g/t silver and 0.11% copper (202 Koz AuEq) (together, the "Historical Estimate¹"). The Company is treating the Historical Estimate as a "historical mineral resource" under National Instrument 43-101 - Standards of Disclosure for Mineral Projects ("NI 43-101") and the reader is cautioned not to treat it , or any part of it, as a current mineral resource. The Company has not done sufficient work to classify the Historical Estimate as a current mineral resource. See "Disclosure Regarding Historical Resources" below for more information.

Kintavar is currently systematically compiling and evaluating all historical data from Roger. Historical exploration indicates strong potential for volcanic-hosted massive Cu-Zn-Au-Ag sulphide (VMS) deposits at Roger. Preliminary evaluation, including relogging and resampling of historical drill core, detailed rock geochemistry and age dating of the host rock to existing mineralization was completed in early August. This work revealed significant base metal intersections in historical core, including 7.0% Zn, 0.36% Cu, 10.5 g/t Ag over 6.0m² within highly iron chlorite altered felsic to intermediate tuffs, agglomerates or banded "flows" interpreted to represent a marker horizon to a massive sulphide deposit.

Kintavar: Undervalued Portfolio of Gold and Copper Assets

In addition to Roger, Kintavar has 17 projects across Quebec's best-known mining regions, including within the Nelligan-Monster Lake district where it has partnered with IAMGOLD on its Anik Gold Project ("Anik"). Kintavar also owns the district-scale, resource-stage Mitchi Project (Measured and Indicated Resource of 2.99Mt @ 0.4% copper and 4 g/t silver constrained within a shallow open pit with cut-off grade of 0.2% copper; Inferred resource of 85Kt @ 0.35% copper and 3.8 g/t silver, see Kintavar news release dated June 15, 2023) and the Wabash project, which has seen high-grade drill results, including 1.01% copper, 19.3 g/t silver over 16.8 metres (see Kintavar news release dated March 24, 2022) and New Mosher.

Upcoming Catalysts

September 17, 2025 Annual General Meeting: Spin Outs for New Opportunities

Orecap will hold its Annual General Meeting on September 17, 2025, whereby it will seek shareholder approval to spin out three newly-incorporated, wholly-owned subsidiaries (the "Subsidiaries") pursuant to a plan of arrangement under Section 288 of the Business Corporations Act (British Columbia) (the "Arrangement"). The Arrangement is expected to close shortly after receiving shareholder approval, and subject to final approval of the Supreme Court of British Columbia, the receipt of all necessary regulatory approvals and satisfaction of certain other closing conditions that are customary for a transaction of this nature.

The Subsidiaries are in line with Orecap's strategy of incubating new opportunities and driving value to shareholders. As an investment issuer, this strategy generates strong equity positions within new portfolio companies. The Subsidiaries will be non-listed reporting issuers with clean balance sheets, poised to take advantage of new opportunities under a rising, $3,600/oz gold price environment. Each subsidiary is intended to be structured for a seamless transition to public markets when conditions are favorable, and will be led by strong technical and financial management teams.

Qualified Person Statement

The technical information contained in this news release has been reviewed and approved by Charles Beaudry, P.Geo (1202) and géo. (311), Director of Orecap Invest Corp., a Qualified ‎Person, as defined in "NI 43-101".

‎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 (TSXV: AE) (OTCQB: AMEGF), XXIX Metal Corp. (TSXV: XXIX) (OTCQB: QCCUF) (FSE: 5LW0), Mistango (CSE: MIS), and Awale Resources (TSXV: ARIC), in addition to owning a broad portfolio of land packages focussed on gold, copper and zinc. Agnico Eagle Mines Limited is a 9.9% shareholder.

Orecap's Current Equity Holdings include:

Company (Ticker)	Shares Owned / (% of Outstanding Shares)
Kintavar Exploration Inc. (TSXV: KTR)	42,750,000 / (19.9%)
Mistango River Resources (CSE: MIS)	24,708,975 / (13.9%)
XXIX Metal Corp. (TSXV: XXIX) (OTCQB: QCCUF) (FSE: 5LW0)	‎23,637,431 ‎/ (7.7%)
American Eagle Gold (TSXV: AE) (OTCQB: AMEGF)	11,783,748 / (6.8%)
Awale Resources (TSXV: ARIC)	7,389,833 + 4,166,666 warrants / (7.2%)
Metal Energy (TSXV: MERG)	5,125,000 + 2,562,500 warrants / (3.6%)

 

Disclosure Regarding Historical Resources

The Historic Report has been replaced by a technical report dated June 20, 2025, entitled "43-101 Technical Report on the Roger Property" (the "Technical Report"), which does not contain a resource estimate. The Technical Report was prepared for Kintavar by Alain-Jean Beauregard, P. Geo, whom is a qualified persons as defined in National Instrument 43-101 Standards of Disclosure for Mineral Projects ("NI 43-101") and is independent of the Corporation applying the tests set out in NI 43-101. A copy of the Technical Report will be filed under the Corporation's SEDAR+ profile at www.sedarplus.ca upon completion of the Transaction.

The Historic Report summarized above has been included simply to demonstrate the mineral potential of Roger. The Company considers the Historical Estimate to be relevant to the further development of the Project; however, it is not treating the Historical Estimate as a current mineral resource. The Historical Estimate was calculated in accordance with NI 43-101 and CIM Standards at the time of publication and predated the current CIM Estimation of Mineral Resources & Mineral Reserves Best Practices Guidelines (November, 2019).

The Qualified Person has not done sufficient work to upgrade the Resource as current. To upgrade or verify the Historical Resource as current, the Company will need to complete a thorough review, analysis and resampling of the historical information and drill data as discussed above, along with the incorporation of exploration work and results subsequent to the publication of the Historic Report, Additionally, a full review of the economic parameters utilized to determine Reasonable Prospects of Eventual Economic Extraction would be required in order to produce a current mineral resource for the Project. Any future mineral resource will need to evaluate the open pit and/or underground potential taking into consideration the current cost and pricing conditions and constraints, along with continuity of resource blocks.

Exploration Results Published on Neighboring Properties

Readers should note that any technical and scientific results published on neighboring properties to Kintavar do not necessarily apply to the current projects or properties being disclosed.

Early Warning Requirements

As required by National Instrument 62‐103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, Orecap has filed an Early Warning Report in connection with their acquisition of the Kintavar Shares pursuant to the Transaction. The Kintavar Shares were acquired by Orecap, a company organized and existing under the laws of British Columbia, with a registered office at Suite 1102, 141 Adelaide Street W, Toronto, Ontario M5H 3L5.

Prior to the completion of the Transaction, Orecap did not directly or indirectly own or exercise control over any Kintavar Shares, nor any securities exercisable into Kintavar Shares. Following the completion of the Transaction, Orecap directly owns and exercises control over 42,750,000 Kintavar Shares, representing approximately 19.97% of the issued and outstanding Kintavar Shares. Orecap did not and does not hold any warrants before or after the completion of the Transaction.

The Kintavar Shares were acquired for investment purposes. Orecap currently has no other plans or intentions that relate to, or would result in the matters listed in clauses (a) to (k) of item 5 of Form 62-103F1, except that pursuant to the APA, XXIX and Orecap have the right to appoint a new Chief Executive Officer and Chief Financial Officer of Kintavar and nominate two individuals to the Board of Directors of Kintavar.

A copy of the Early Warning Report with respect to the foregoing will appear on Kintavar's profile on the System for Electronic Document Analysis and Retrieval at www.sedarplus.ca. A copy of the reports may also be obtained by contacting Stephen Stewart, Chief Executive Officer of the Company, via the contact information below for the Company.

For further information, please contact:

Stephen Stewart, Chief Executive Officer
Phone: 416.644.1567
Email: info@oregroup.ca

Forward-Looking Statements

This news release contains statements that may constitute "forward-looking information" or "forward-looking statements" within the meaning of applicable Canadian securities legislation. Forward-looking information and statements may include, among others, statements regarding future plans, costs, objectives or performance of the Corporation, or the assumptions underlying any of the foregoing. In this news release, words such as "may", "would", "could", "will", "likely", "believe", "expect", "anticipate", "intend", "plan", "estimate" "target" and similar words and the negative form thereof are used to identify forward-looking statements. Forward-looking statements should not be read as guarantees of future performance or results, and will not necessarily be accurate indications of whether, or the times at or by which, such future performance will be achieved. No assurance can be given that any events anticipated by the forward-looking information will transpire or occur, including the closing of the Transaction, appointment of the new officers and directors, and information regarding the Roger Project. Forward-looking statements and information are based on information available at the time and/or management's good-faith belief with respect to future events and are subject to known or unknown risks, uncertainties, assumptions and other unpredictable factors, many of which are beyond the Corporation's control. These risks, uncertainties and assumptions include, but are not limited to, those described under "Risk Factors" in the Corporation's management's discussion and analysis for the fiscal year ended October 31, 2024, which is available on SEDAR+ at www.sedarplus.ca; they could cause actual events or results to differ materially from those projected in any forward-looking statements. The Corporation does not intend, nor does the Corporation undertake any obligation, to update or revise any forward-looking information or statements contained in this news release to reflect subsequent information, events or circumstances or otherwise, except if required by applicable laws.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.

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¹See technical report entitled "NI 43-101 Technical Evaluation Report on the Roger (1206) Property" dated October 9, 2018 and authored by Geologica Groupe-Conseil (the "Historic Report"), which was prepared for SOQUEM and Enforcer Gold Corp. See "Disclosure Regarding Historical Resources" below for more information. The following metal prices were used in the calculation of gold-equivalent: 1,240 US$ for Au (ounce), 16.528 US$ for Ag (ounce) and 6.549 US$ Cu (Kg) (see XXIX news release dated April 5, 2021)
² Refer to Table 3 within Technical Report of Roger Project - July 2025 (Geologica Groupe-Conseil).

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/266518

FAQ

What is the size of Orecap's stake in Kintavar Exploration (TSXV: KTR)?

Orecap acquired a 19.9% stake in Kintavar Exploration, representing 42,750,000 shares. Together with XXIX, they hold a combined 39.9% ownership in the company.

What are the historical resources of the Roger Project acquired by Kintavar?

The Roger Project has a historical indicated resource of 10.9Mt at 0.85 g/t gold (333,000 oz gold equivalent) and an inferred resource of 6.569Mt at 0.75 g/t gold (202,000 oz gold equivalent).

How much cash and receivables does Kintavar Exploration have as of September 2025?

Kintavar has $3.8 million in cash and investments, plus $400,000 in receivables, totaling $4.2 million.

What are Orecap's (ORFDF) upcoming catalysts for September 2025?

Orecap will hold its AGM on September 17, 2025, seeking shareholder approval to spin out three newly-incorporated subsidiaries through a plan of arrangement.

How many projects does Kintavar own in Quebec?

Kintavar owns 17 projects across Quebec's mining regions, including partnerships with IAMGOLD on the Anik Gold Project and the resource-stage Mitchi Project.