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Opus One Gold Corporation (OOR: TSXV) ("Opus One" or the "Company") is providing the following updates in respect of its equity incentive arrangements.
Omnibus Equity Incentive Plan
In accordance with TSX Venture Exchange (the "TSXV") policies, the Company wishes to clarify that, at its annual and special meeting of its shareholders held on June 10, 2025 (the "Meeting"), the Company obtained shareholder approval of the Company's current omnibus equity incentive plan (the "Omnibus Plan") to replace its former incentive stock option plan (the "Option Plan").
The Omnibus Plan is a "rolling up to 10%" Security Based Compensation Plan, as defined in Policy 4.4 – Security Based Compensation of the TSXV, pursuant to which the number of common shares in the capital of the Company (the "Shares") that are issuable upon the exercise of options granted under the Omnibus Plan (collectively, the "Options") shall not exceed 10% of the issued and outstanding shares of the Company as at the date of any Option grant, subject to adjustment as provided in the Omnibus Plan. In addition, the Omnibus Plan also provides for share unit awards (collectively with the Options, the "Awards") which are fixed at 10% of the number of shares issued and outstanding as at the date of the management information circular of the Company in respect of the aforementioned meeting.
The Omnibus Plan must be re-approved by shareholders on an annual basis at the Company's annual meeting of shareholders in accordance with the policies of the TSXV.
The Company's directors determined that it would be desirable to have a wider range of incentive awards, including stock options, restricted share units, performance share units, deferred share units, and other share-based Awards to attract, retain and motivate employees, directors, executive officers and consultants of the Company. Subject to compliance with the policies of the TSXV, all outstanding incentive stock options granted under the Option Plan shall continue to be outstanding and remain in force in accordance with their existing terms.
The terms and conditions of grants of Awards, including the quantity, type of award, grant date, vesting conditions, vesting periods, settlement date, the impact of certain events upon the rights of holders of these types of Awards (including termination for cause, resignation, retirement, termination other than for cause and death or long-term disability), and other terms and conditions with respect to these Awards, will be set out in a participant's Award agreement.
For more information, please see the management information circular dated May 12, 2025 in respect of the Meeting, which includes a summary of the Omnibus Plan and a copy of which is available via the Company's profile on SEDAR+ at www.sedarplus.ca.
Cancellation and Re-Grant of Stock Options
On August 12, 2026, the board of directors of the Company approved the cancellation and immediate re-grant of an aggregate of 15,000,000 stock options previously granted under the Option Plan. The options subject to the cancellation and re-grant were previously announced by the Company in its press releases dated October 25, 2024 and February 28, 2025, and are comprised of 12,150,000 options originally granted on October 25, 2024, expiring on October 25, 2034, 2,000,000 options originally granted on February 4, 2025, expiring on February 4, 2035, and 850,000 options originally granted on February 26, 2025, 350,000 of which were to expire on February 26, 2035 and 500,000 of which were to expire on February 26, 2030. The affected options were originally granted at exercise prices of $0.05 and $0.055 per Share, respectively, being the closing price of the Company's Shares on their respective date of grants. However, at the time of grant, Company options were still governed by its former stock option plan which required that options have an exercise price of not less than $0.10 per Share notwithstanding the TSXV's new Policy 4.4 adopted in November 2021 which permitted the grant of options under such price. In order to address this inconsistency, the board determined that it was advisable and in the best interests of the Company to cancel the affected options and re-grant the same options to the same holders, in the same amounts, at the same exercise prices and with the same expiry dates, under the Omnibus Plan which allows Options to be granted at an exercise price below $0.10 per Share provided that the exercise price is not less than the market price of the Shares as at the close of market on the trading day immediately preceding the date of grant. The cancellation and re-grant is intended to ensure that the options are properly issued under the Omnibus Plan while preserving the original economic terms of the prior grants.
ABOUT Opus One Gold Corporation
Opus One Resources Inc. is a mining exploration company focused on discovering high quality gold and base metals deposits within strategically located properties in proven mining camps, close to existing mines in the Abitibi Greenstone Belt, north-western Quebec and north-eastern Ontario - one of the most prolific gold mining areas in the world. Opus One holds assets in the Val-d'Or and Matagami mineral districts.
For more information, please contact:
Louis Morin
Chief Executive Officer & Director Tel.: (514) 591-3988
Michael W. Kinley, CPA, CA
President, Chief Financial Officer & Director Tel: (902) 402-0388
Visit Opus One's website: www.OpusOneGold.com
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 the release.
