Toronto, Ontario – December 12, 2023 – Orecap Invest Corp. ("Orecap" or the "Company") (OCI:TSXV, ORFDF:OTCQB) announces that McGovern Hurley LLP (the “Former Auditor”) have, at the request of the Company, resigned as auditors of the Company, effective December 12, 2023. Accordingly, the Board of Directors has appointed MNP LLP (the “Successor Auditor”) as auditors of the Company.

There were no reservations in the Former Auditor's audit reports for the period commencing at the beginning of the Company’s two most recent financial years and ending at the date of the resignation of the Former Auditor. There are no “reportable events” (as the term is defined in National Instrument 51-102 – Continuous Disclosure Obligations) between the Company and the Former Auditor.

The resignation of the Former Auditor as auditors of the Company has been approved by the Company's Board of Directors and Audit Committee. The Company's Audit Committee and Board of Directors have reviewed the Notice of Change of Auditors, together with the letter from the Former Auditor and the letter from the Successor Auditor.

About Orecap Invest Corp.

Orecap seeks Special Situation investments in the natural resource sector that offer shareholders diverse exposure to high returns in precious and critical metal assets and businesses. Orecap has significant equity positions in portfolio companies, such as American Eagle Gold (AE:TSXV | AMEGF:OTCQB),  QC Copper and Gold (QCCU:TSXV | QCCUF:OTCQB), Mistango (MIS:CSE), Awale Resources (ARIC:TSXV), and Cuprum Corp. 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 and holds an option to acquire up to a 75% interest in Orecap’s Knight and McGarry projects in exchange for spending $60 million on the Projects.

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For further information, please contact us:

Orecap Invest Corp.

Stephen Stewart, Chief Executive Officer

416.644.1567‎

sstewart@oregroup.ca ‎

Neither the TSX Venture Exchange nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this release.

Forward-Looking Statements

Certain information set forth in this news release contains forward-looking statements or information ("forward-‎looking statements)", including details about the business of the Company. All statements in this news ‎release, other than statements of historical facts, that address events or developments that the Company ‎expects to occur, are forward-looking statements, including, but not limited to, the statements with respect to the Company's plans with respect the Thierry property. By their nature, forward-looking statements ‎are subject to numerous risks and uncertainties, some of which are beyond the Company's control, including ‎the impact of general economic conditions, industry conditions, volatility of commodity prices, currency ‎fluctuations, environmental risks, operational risks, competition from other industry participants, stock market ‎volatility. Although the Company believes that the expectations in its forward-looking statements are ‎reasonable, its forward-looking statements have been based on factors and assumptions concerning future ‎events which may prove to be inaccurate. Those factors and assumptions are based upon currently available ‎information. Such statements are subject to known and unknown risks, uncertainties and other factors that ‎could influence actual results or events and cause actual results or events to differ materially from those ‎stated, anticipated or implied in the forward-looking statements. Accordingly, readers are cautioned not to ‎place undue reliance on the forward-looking statements, as no assurance can be provided as to future results, ‎levels of activity or achievements. Risks, uncertainties, material assumptions and other factors that could ‎affect actual results are discussed in the Company's public disclosure documents available at  ‎www.sedar.com.. Furthermore, the forward-looking statements contained in this document are made as of the ‎date of this document and, except as required by applicable law, the Company does not undertake any ‎obligation to publicly update or to revise any of the included forward-looking statements, whether as a result of ‎new information, future events or otherwise. The forward-looking statements contained in this document are ‎expressly qualified by this cautionary statement.‎