Mr. Kiril Mugerman reports

GEOMEGA ANNOUNCES GRANT OF INCENTIVE EQUITY COMPENSATION AND EXTENSION OF WARRANTS

Geomega Resources Inc. has granted 845,000 stock options to employees, 971,000 deferred share units (DSU) to the members of the board of directors and 1,302,000 restricted share units (RSU) to the officers of the corporation, the whole pursuant to the terms and conditions of the omnibus equity compensation plan. The omnibus plan's objective is to create an incentive compensation program that is aligned with the corporation's long-term objectives. In addition, the corporation announces the proposed two-year extension of 704,028 common share purchase warrants expiring on Feb. 8, 2024.

The issuance of the awards was recommended by the corporate governance, compensation and nomination committee following the approval of the omnibus plan at the most recent annual meeting of shareholders in October, 2023, and taking into consideration the milestones achieved in the last two fiscal years and the fact that no options were issued, or other incentive compensation paid during that time.

The details of the awards are as follows:

• Stock options: An aggregate of 845,000 options were issued to employees at an exercise price of 21.5 cents and expiring after five years. The options vest over a two-year period in increments of 25 per cent every six months.
• Deferred share units: An aggregate of 971,000 DSUs were issued to the members of the board of directors. The DSUs vest one year from the date of grant, subject to certain exceptions, and each DSU entitles the holder to receive one share of the corporation, or in certain circumstances a cash payment equal to the value of one share of the corporation, at the time the holder ceases to be a director of the corporation. The number of DSUs granted was calculated based on the compensation to be paid to directors for fiscal 2022 and 2023, as recommended by the committee, and using a 10-day VWAP (volume-weighted average price) of the shares on the TSX Venture Exchange to calculate the value, the whole as provided in the omnibus plan.
• Restricted share units: An aggregate of 1,302,000 RSUs were issued to officers of the corporation. The RSUs vest over a two-year period in increments of 25 per cent every six months and may be settled after three years. The number of RSU granted to the officers of the corporation was calculated based on the compensation to be paid, as recommended by the committee, and using a 10-day VWAP of the shares on the TSX Venture Exchange to calculate the value, the whole as provided in the omnibus plan.

Warrants extension

In addition, Geomega has filed to extend the expiry date of 704,028 common share purchase warrants for two years as per the attached table, subject to the final approval of the TSX Venture Exchange.

These warrants were issued pursuant to the private placement, which closed on Feb. 8, 2022, of 1,408,055 units (see press release of Feb. 9, 2022). There are no other proposed changes to the terms of the warrants.

About Geomega Resources Inc.

Geomega develops innovative technologies for extraction and separation of rare earth elements and other critical metals essential for a sustainable future. With a focus on renewable energies, vehicle electrification, automation and reduction in energy usage, rare earth magnets or neo-magnets (NdFeB) are at the centre of all these technologies. Geomega's strategy revolves around gradually derisking its innovative technology and delivering cash flow and return value to shareholders while working directly with the main players in these industries to recycle the magnets that power all those technologies.

We seek Safe Harbor.