Orcus Resources Ltd. Announces Qualifying Transaction with Western Metallica Corp.

1575 Kamloops Street Vancouver, BC V5K 3W1

NEWS RELEASE

November 3, 2021 SYMBOL – ORCS-P

ORCUS RESOURCES LTD. ANNOUNCES QUALIFYING TRANSACTION WITH WESTERN METALLICA CORP.

Orcus Resources Ltd. (“Orcus” or the “Company”) is pleased to announce that it has entered into a letter of intent (the “LOI”) dated November 1, 2021 with Western Metallica Corp. (“Western Metallica”), a private company incorporated on September 28, 2018 under the Business Corporations Act (Ontario). Orcus and Western Metallica propose to complete a business combination by way of a share exchange (the “Transaction”). The Transaction is expected to constitute Orcus’s Qualifying Transaction under the Capital Pool Companies policy (the “CPC Policy”) of the TSX Venture Exchange (the “Exchange”). The Transaction is arm’s length and is therefore not a Non-Arm’s Length Qualifying Transaction under the CPC Policy. Orcus, after completion of the Qualifying Transaction, is referred to in this news release as the “Resulting Issuer”.

Western Metallica is in the business of mineral resource exploration and development. Western Metallica has an interest in three Spanish gold projects in the “Navelgas Gold Belt” in Asturias (Penedela, Valledor and Sierra Alta), and one project located in Andalucia (Nueva Celti). Both Nueva Celti and Valledor and the Penedela extension are 100% owned by Western Metallica and are not subject to any royalty payments. Western Metallica has an option to acquire 100% interest in Penedela (Asturias) and prior to or at the time of closing the Transaction will be the beneficial owner of a 55% interest in this project. Western Metallica has the option to earn a 55% interest in the Sierra Alta project at which time the Company will enter into a joint venture with Emerita Resources Corp.

The controlling shareholders of Western Metallica are Greg Duras and Joaquin Merino. Further information about Western Metallica, including financial information, will be provided in a subsequent news release. Western Metallica’s current liabilities are primarily comprised of contractual commitments associated with the 100% acquisition of Asminarq SL, which holds the Penedela concessions.

Upon completion of the Transaction, the parties anticipate that the Resulting Issuer will be listed as a Tier 2 Mining Issuer.

The Transaction is arm’s length and is therefore not a Non-Arm’s Length Qualifying Transaction under the CPC Policy. Accordingly, the CPC Policy does not require Orcus to obtain shareholder approval of the Transaction.

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Summary of the Transaction

The LOI contemplates that Orcus and Western Metallica will complete a share exchange whereby the holders of the issued and outstanding common shares of Western Metallica (the “Western Metallica Shares”) will exchange such shares in consideration for common shares of Orcus (the “Orcus Shares”).

The precise exchange ratio is subject to board approval by each of the parties following receipt of financial advice and a review of the parties’ respective capital structures. It is presently expected that the Transaction will result in the issuance of approximately 15,300,000 common shares of Orcus to the holders of Western Metallica Shares. Upon completion of the Transaction (assuming completion of the Private Placement described below), current shareholders of Orcus will hold approximately 17% of the issued and outstanding shares of the Resulting Issuer, shareholders of Western Metallica will hold approximately 40% of the issued and outstanding shares of the Resulting Issuer and subscribers in the Private Placement will hold approximately 43% of the issued and outstanding shares of the Resulting Issuer.

It is contemplated that Orcus will issue replacement warrants (the “Orcus Replacement Securities”) to replace the warrants of Western Metallica (the “Western Metallica Warrants”) outstanding on the Closing Date, in consideration of the cancellation of the Western Metallica Warrants, which Orcus Replacement Securities shall be exercisable to acquire Orcus Shares in lieu of Western Metallica Shares based on the Exchange Ratio and otherwise bear the same terms and conditions as the existing Western Metallica Warrants so cancelled.

Concurrent Financing

Concurrent with the closing of the Transaction, Orcus will conduct a private placement of units at a price of $0.30 per unit for estimated gross proceeds of up to $5,000,000 (the “Private Placement”). Each unit will consist of one common share and one half of one warrant. Each whole warrant will be exercisable into one common share of the Resulting Issuer at $0.45 per common share for 2 years. The warrants are subject to an acceleration expiry if the closing price of the Resulting Issuer’s common shares is $0.75 or higher for 10 consecutive trading days. Orcus may pay a finder’s fee in connection with the Private Placement, in accordance with the policies of the Exchange.

Conditions of Closing

Completion of the Transaction will be subject to certain conditions, including but not limited to: (a) the parties’ entry into a definitive agreement in furtherance to the LOI; (b) completion of a minimum gross proceeds of $3,000,000 under the Private Placement; (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.

Sponsorship

Orcus intends to apply to the Exchange for a waiver of the Exchange’s sponsorship requirements. There is no assurance that this waiver will be granted; however, Orcus

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anticipates that, considering the Transaction is a relatively straightforward resource acquisition, there are reasonable expectations that the Exchange will grant the waiver.

Management and Board of Directors

Upon completion of the Qualifying Transaction, it is expected that certain members of the Orcus board will resign and the board of directors of the Resulting Issuer will be reconstituted with nominees put forth by Western Metallica, expected to include Greg Duras Joaquin Merino Marquez, Deepak Varshney, James Walker and a fifth director to be nominated by Western Metallica, subject to the receipt of all applicable regulatory approvals.

Greg Duras, Chief Executive Officer, Corporate Secretary and Director

Gregory has over 20 years of experience working in the resource sector and over 10 years of experience working as Chief Financial Officer for various publicly traded companies most recently working for Savary Gold Corp., a gold exploration Company operating in Burkina Faso which was acquired by Semafo Inc. for a substantial premium and Avion Gold Corp. which had mining operations in Mali and Burkina Faso. Gregory has an abundance of international mining experience, having served as Vice President of Finance and Administration at S.C. Rosia Montana Gold Corporation, a mineral exploration and mining development company based in Romania, and more recently working in the resource sector based in Seville, Spain as CFO. Gregory has a Bachelor of Administration from Lakehead University and is a Certified Professional Accountant.

Joaquin Merino Marquez, Director

Mr. Merino has been providing services to the mining industry as a consultant for the last five years. Mr. Merino is a professional geologist with 25 years of progressive experience in exploration, mining and business development obtained in the Americas, Asia Pacific and Europe. Before independent, Mr. Merino was Vice President Exploration for Primero Mining Corp., focusing in exploration strategies and evaluating opportunities around the world. From 2006 to 2010, he also held the position of Vice President Exploration for Apogee Silver and prior to that he was the exploration manager for Placer Dome at Porgera Mine, in PNG. Earlier in his career Mr. Merino worked as exploration geologist in different roles of increasing responsibility in Spain for Cominco Resources and Placer Dome; and in Chile, Peru and Venezuela for Hecla Mining and other exploration Canadian companies. Mr. Merino holds a Master degree in Sciences from Queens University (Ontario), and a Bachelor degree in Geology from University of Seville (Spain). Mr. Merino is a member of the Association of Professional Geoscientists of Ontario and a Fellow of the Society of Economic Geologists.

Deepak Varshney, Director

Deepak Varshney is a professional geologist and has over 10 years of experience in the capital markets and mineral exploration and development sector. He is presently CEO and a Director of Usha Resources Ltd., a gold and copper-focused junior mining exploration company, and CEO and director of Xander Resources Inc., a gold and nickel-focused junior mining exploration company. He has developed long-standing relationships with an extensive network of high net worth retail investors, brokers, and private equity groups.

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James Walker, Director

Mr. Walker has extensive experience in engineering and project management; particularly within mining engineering, mechanical engineering, construction, manufacturing, engineering design, infrastructure, safety management, and nuclear engineering. He is currently the CEO and President and Director of Ares Strategic Mining and a Director of Bayhorse Silver Inc., both TSX Venture Exchange listed issuers, and a director of Orcus Resources Ltd. His previous experience includes his time at Lithium Energy Products where he oversaw the exploration of multiple lithium projects.

Peter Imhof, Director

Mr. Imhof has over 23 years of experience working in the asset management business as lead manager or co-manager of over $1.5 billion in assets specializing in the Canadian Small Capitalization sector. Previous roles included Managing Director at Sceptre Investment Counsel ( bought by Fiera Capital ), Investment Strategist at Sprott Asset Management and Vice President at AGF Management. Mr. Imhof’s expertise lies in funding small capitalization companies to take them through their next stage of growth. Over the last 15 years Mr.Imhof has been a regular guest on BNN ( Business News Network) and frequently quoted in the Globe and Mail, Financial Post as well as other business journals. Mr. Imhof is a Chartered Investment Manager.

Khalid Naeem, CFO

Khalid Naeem is a Canadian Chartered Professional Accountant (CPA) with over 15 years of financial and executive experience. Mr. Naeem is also the CFO of Usha Resources Ltd., a TSX Venture Exchange listed issuer. Mr. Naeem has extensive experience in tax and compliance, public and private enterprises’ financial policy, management and internal financial reporting, including senior roles at junior mining and oil and gas public companies and the Canada Revenue Agency.

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

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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 Private Placement.

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 Private Placement 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.