Orcus Resources Ltd. Provides Financing Update on Qualifying Transaction with Western Metallica Corp.

1575 Kamloops Street Vancouver, BC V5K 3W1

NEWS RELEASE

November 22, 2021 SYMBOL – ORCS-P

ORCUS RESOURCES LTD. PROVIDES FINANCING UPDATE ON QUALIFYING TRANSACTION WITH WESTERN METALLICA CORP.

Qualifying Transaction under the Policy 2.4 – Capital Pool Companies (the “CPC Policy”) of the TSX Venture Exchange (the “Exchange”). Orcus, after completion of the Qualifying Transaction, is referred to in this news release as the “Resulting Issuer”.

Instead of completing a financing of units at a price of $0.30 per unit for estimated gross proceeds of up to $5,000,000 as previously announced, the Company is pleased to announce that Western Metallica intends to complete a brokered financing of up to 26,667,000 subscription receipts (the “Subscription Receipts”) at a price of $0.30 per Subscription Receipt to raise aggregate gross proceeds of up to $8,000,100 (the “Financing”). The Financing will be completed pursuant to the terms of a subscription receipt agreement (the “Subscription Receipt Agreement”) to be entered into among Western Metallica, Clarus Securities Inc. (the “Agent”) and Endeavor Trust Corporation, as trustee for the Subscription Receipts and escrow agent.

Each Subscription Receipt will, upon the satisfaction, or waiver of certain escrow release conditions, be automatically converted into one common share in the capital of Western Metallica (a “Western Metallica Share”) and one-half of one common share purchase warrant of Western Metallica (each whole warrant, a “Western Metallica Warrant”). Immediately following the issuance of the Western Metallica Shares and Western Metallica Warrants upon conversion of Subscription Receipts, each Western Metallica Share will be exchanged for a common share of the Resulting Issuer (each, a “Resulting Issuer Shares”) and each Western Metallica Warrant will be exchanged for one common share purchase warrant of the Resulting Issuer (each, a “Resulting Issuer Warrant”). Each Resulting Issuer Warrant will be exercisable for one Resulting Issuer Share (each, a “Resulting Issuer Warrant Share”) at a price of $0.45 per Resulting Issuer Warrant Share for a period of 24 months following the completion of the Financing or earlier in the event that closing trading price of the Resulting Issuer Shares is greater than $0.75 for a period of ten consecutive trading days on a recognized stock exchange.

As compensation, the Agent will be paid a cash commission equal to 7% of the aggregate gross proceeds of the Financing (except for the purchasers on a president's list to be determined by Western Metallica and the Agent (the “President’s List”) for which it will be paid a cash commission equal to 3% of the aggregate gross proceeds raised from subscribers on the President's List) and Agent’s warrants (each a “Broker Warrant”) equal to 7% of the number of Subscription Receipts issued under the

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Financing (except for the subscribers on the President's List for which this will be reduced to 3% of the aggregate number of Subscription Receipts sold to subscribers on the President's List). Each Broker Warrant will entitle the holder to acquire one Western Metallica Share or one Resulting Issuer Share (as applicable) at an exercise price of $0.30 for a period of 24 months following the satisfaction of the escrow release conditions.

The Financing is expected to close on or around November 23, 2021.

Upon completion of the Transaction, current shareholders of Orcus will hold approximately 13% of the issued and outstanding shares of the Resulting Issuer, current shareholders of Western Metallica will hold approximately 32% of the issued and outstanding shares of the Resulting Issuer and subscribers in the Financing will hold approximately 55% of the issued and outstanding shares of the Resulting Issuer.

Completion of the Transaction will be subject to certain conditions, including but not limited to: (a) the parties’ entry into a definitive agreement; (b) completion of a minimum gross proceeds of $3,000,000 under the Financing; (c) receipt of all necessary approvals of the board of directors of Orcus and Western Metallica; (d) receipt of all third party consents; (e) approval of the Transaction by the Exchange as Orcus’ Qualifying Transaction; and (f) Orcus satisfying the Initial Listing Requirements set by the Exchange for a Tier 2 Mining Issuer.

Western Metallica Financial Information

The following table sets out the selected consolidated financial information of Western Metallica as at and for the period indicated:

Resulting Issuer Board of Directors

The board of the Resulting Issuer shall comprise of four directors, instead of five as contemplated in the Prior News Release. The directors of the Resulting Issuer are expected to be Greg Duras, Joaquin Merino Marquez, Deepak Varshney and James Walker.

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ON BEHALF OF THE BOARD

Orcus Resources Ltd.

Deepak Varshney Chief Executive Officer, Corporate Secretary and Director

For further information contact:

Deepak Varshney Chief Executive Officer, Corporate Secretary and Director 778 899-1780

Statements in this press release regarding Orcus which are not historical facts are “forward-looking statements” that involve risks and uncertainties, such as the completion of the proposed Qualifying Transaction. Such information can generally be identified by the use of forward-looking wording such as “may”, “expect”, “estimate”, “anticipate”, “intend”, “believe” and “continue” or the negative thereof or similar variations. Since forward-looking statements address future events and conditions, by their very nature, they involve inherent risks and uncertainties such as the risk that the closing may not occur for any reason. Forward-looking statements in this news release include the statements that: (i) the parties anticipate that the Resulting Issuer will be listed as a Tier 2 Mining Issuer and (ii) list out the terms of the Financing.

Actual results in each case could differ materially from those currently anticipated in such statements due to factors such as: (i) the decision to not close the Qualifying Transaction or Financing for any reason, including adverse due diligence results and Exchange refusal of the Qualifying Transactions; (ii) adverse market conditions; and (iii) the need for additional financing. Except as required by law, the Company does not intend to update any changes to such statements.

Completion of the Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange Requirements, majority of the minority shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

The Exchange has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this press release.

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