Mr. Louis Morin reports
OPUS ONE PROVIDES UPDATE ON OMNIBUS EQUITY INCENTIVE PLAN AND ANNOUNCES CANCELLATION AND RE-GRANT OF STOCK OPTIONS
Opus One Gold Corp. is providing the following updates in respect of its equity incentive arrangements.
Omnibus equity incentive plan
In accordance with TSX Venture Exchange policies, the company wishes to clarify that, at its annual and special meeting of its shareholders held on June 10, 2025, the company obtained shareholder approval of the company's current omnibus equity incentive plan to replace its former incentive stock option plan.
The omnibus plan is a "rolling up to 10 per cent" security-based compensation plan, as defined in Policy 4.4, Security Based Compensation, of the TSX-V, pursuant to which the number of common shares in the capital of the company that are issuable upon the exercise of options granted under the omnibus plan shall not exceed 10 per cent 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, which are fixed at 10 per cent 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 reapproved by shareholders on an annual basis at the company's annual meeting of shareholders in accordance with the policies of the TSX-V.
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 TSX-V, 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+.
Cancellation and regrant of stock options
On Aug. 12, 2026, the board of directors of the company approved the cancellation and immediate regrant of an aggregate of 15 million stock options previously granted under the option plan. The options subject to the cancellation and regrant were previously announced by the company in its news releases dated Oct. 25, 2024, and Feb. 28, 2025, and comprise 12.15 million options originally granted on Oct. 25, 2024, expiring on Oct. 25, 2034, two million options originally granted on Feb. 4, 2025, expiring on Feb. 4, 2035, and 850,000 options originally granted on Feb. 26, 2025, 350,000 of which were to expire on Feb. 26, 2035, and 500,000 of which were to expire on Feb. 26, 2030. The affected options were originally granted at exercise prices of five cents and 5.5 cents 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 10 cents per share notwithstanding the TSX-V'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 regrant 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 10 cents 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 regrant 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 Corp.
Opus One 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, northwestern Quebec and Northeastern 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.
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