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METALLIS ANNOUNCES ADOPTION OF AMENDED & RESTATED 2024 SECURITY BASED COMPENSATION PLAN

MWN-AI** Summary

Metallis Resources Inc. (TSXV: MTS, OTCQB: MTLFF) has announced the approval of its Amended and Restated 2024 Security-Based Compensation Plan, which was ratified by shareholders during the annual and special meeting on November 13, 2025. This new plan supersedes the previous 2023 Stock Option Plan, introducing a more comprehensive dual-component compensation structure.

The 2024 plan features a rolling stock option component that reserves up to 10% of the company's outstanding common shares for stock option grants. This component allows for options to be awarded to directors, officers, employees, consultants, and eligible investor-relations personnel. The options come with a maximum term of 10 years and an exercise price set at or above the market price at the time of the grant. Additionally, these options are subject to vesting conditions, non-transferability, and standard termination provisions.

The second component of the 2024 plan consists of a fixed pool of 1,500,000 Restricted Share Units (RSUs). These RSUs are subject to a minimum vesting period of one year and may be settled in shares, cash, or a combination of both upon vesting. Similar to the stock options, RSU grants will adhere to typical limitations for insiders and consultants, with unvested RSUs generally forfeiting upon termination unless stated otherwise.

Metallis Resources, based in Vancouver, is primarily engaged in the exploration for gold, copper, and silver in British Columbia's Golden Triangle and has additional interests in Idaho. The company currently has 85,580,003 common shares outstanding. Investors are reminded that forward-looking statements may entail risks and uncertainties.

MWN-AI** Analysis

Metallis Resources Inc. (TSXV: MTS) recently announced the adoption of its Amended and Restated 2024 Security-Based Compensation Plan, marking a strategic shift that may enhance shareholder value and align employee incentives more effectively with company performance.

The new plan introduces a dual-component structure consisting of rolling stock options and a fixed pool of restricted share units (RSUs). The stock option component, which allocates up to 10% of issued shares, allows for flexibility and incentivizes retention and performance among key employees. The RSU segment, with a fixed reserve of 1.5 million units, adds a layer of stability and predictability, particularly advantageous during market volatility. The requirement for vesting periods links compensation to long-term performance, encouraging a sustained commitment to company growth.

As Metallis operates in the resource sector, which is inherently sensitive to commodity price fluctuations, aligning compensation with long-term performance metrics could mitigate risks related to market cycles. This will likely resonate well with investors looking for governance structures that ensure prudent resource management.

Investors should closely monitor Metallis's execution of this new compensation plan, as effective implementation could lead to improved operational efficiencies and enhanced project development timelines. Given Metallis's focus on exploration in northwest British Columbia’s Golden Triangle, successful project advancement in this region may further augment its valuation.

Moreover, shareholders approved the new plan, indicating broad support for management's compensation strategy. This support can bolster investor confidence, potentially leading to price appreciation as operational successes align with market sentiment.

In conclusion, Metallis's amended compensation plan represents a thoughtful approach to aligning incentives with shareholder interests. Investors may find this development a positive signal for the company’s future prospects, suggesting a prudent time to assess their positions in Metallis Resources Inc.

**MWN-AI Summary and Analysis is based on asking OpenAI to summarize and analyze this news release.

Source: Canada Newswire

METALLIS ANNOUNCES ADOPTION OF AMENDED & RESTATED 2024 SECURITY BASED COMPENSATION PLAN

Canada NewsWire

VANCOUVER, BC, Dec. 3, 2025 /CNW/ - Metallis Resources Inc. (TSXV: MTS) (OTCQB: MTLFF) ("Metallis" or, the "Company") announces that, at its annual and special meeting of shareholders held on November 21, 2024, disinterested shareholders approved the Company's Amended and Restated 2024 Security-Based Compensation Plan (the "2024 Plan"). The 2024 Plan replaces and supersedes the Company's Amended and Restated 2023 Stock Option Plan (the "2023 Plan").

The 2024 Plan was presented to shareholders for their annual approval at the Company's most recent annual and special meeting held on November 13, 2025, where it received shareholder approval.

The 2023 Plan was a 10% rolling stock option plan that reserved for issuance up to 10% of Metallis' issued and outstanding common shares from time to time.

The newly adopted 2024 Plan introduces a broader, dual-component structure consisting of the following:

(a)

       a rolling stock option component reserving for issuance up to 10% of
       the Company's issued and outstanding common shares as at the date
       of any stock option grant; and



(b)

      a fixed restricted share unit ("RSU") component reserving 1,500,000
      RSUs in aggregate.

Summary of Key Features of the 2024 Plan:

Stock Options:

Under the option component of the 2024 Plan, directors, officers, employees, consultants and eligible investor-relations personnel may receive stock options, all administered by the Board based on Compensation Committee recommendations. The option pool represents up to 10% of Metallis' issued and outstanding shares. Options may be granted for terms of up to 10 years at an exercise price not less than the market price at the time of grant, and are subject to vesting conditions set by the Board. Options are non-transferable, subject to standard termination provisions, and any insider and investor-relations grants remain within the customary sub-limits.

Restricted Share Units (RSUs):

The RSU component provides for a fixed pool of up to 1,500,000 RSUs, each subject to a minimum one-year vesting period. Once vested, RSUs may be settled in shares, cash, or a combination thereof, based on fair market value at the time of settlement.

RSU grants are subject to standard insider and consultant limits, termination provisions and non-transferability, and any unvested RSUs are generally forfeited on termination unless otherwise determined by the Company. The RSU component is subject to disinterested shareholder approval.

About Metallis

Metallis Resources Inc. is a Vancouver-based company focused on the exploration for gold, copper and silver on its flagship 100%-owned Kirkham Property in Canada, situated in northwest British Columbia's Golden Triangle, and on the Greyhound Property, a gold/silver/antimony target in Idaho, USA.

Metallis trades under the symbols MTS on the TSX Venture Exchange, MTLFF on the OTCQB Exchange, and 0CVM on the Frankfurt Stock Exchange, and has 85,580,003 common shares outstanding.

On behalf of the Board of Directors:

/s/ "Fiore Aliperti"
Chief Executive Officer, President, and Director

CAUTION REGARDING FORWARD-LOOKING STATEMENTS

This Press Release may contain statements which constitute 'forward-looking' statements, including statements regarding the plans, intentions, beliefs and current expectations of the Company, its directors, or its officers with respect to the future business activities and operating performance of the Company. The words "may", "would", "could", "will", "intend", "plan", "anticipate", "believe", "estimate", "expect" and similar expressions, as they relate to the Company, or its management, are intended to identify such forward-looking statements. Investors are cautioned that any such forward-looking statements are not guarantees of future business activities or performance and involve risks and uncertainties, and that the Company's future business activities may differ materially from those in the forward-looking statements because of numerous factors. Such risks, uncertainties and factors are described in the periodic filings with the Canadian securities' regulatory authorities, including quarterly and annual Management's Discussion and Analysis, which may be viewed on SEDAR at www.sedarplus.ca. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated, or expected.

Although the Company has attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as intended, planned, anticipated, believed, estimated, or expected. The Company does not intend, and does not assume any obligation, to update these forward-looking statements.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. The TSX-V Stock Exchange has neither approved nor disapproved the contents of this news release.

SOURCE Metallis Resources Inc.

View original content to download multimedia: http://www.newswire.ca/en/releases/archive/December2025/03/c5395.html

FAQ**

How does the new 2024 Security-Based Compensation Plan of Metallis Resources Inc. (MTS:CC) differ from the previous 2023 Stock Option Plan in terms of structure and share reserve allocation?

The 2024 Security-Based Compensation Plan of Metallis Resources Inc. introduces a revised structure and increased share reserve allocation compared to the 2023 Stock Option Plan, enhancing flexibility in granting various forms of equity compensation to attract and retain talent.

What key factors influenced the disinterested shareholders' approval of Metallis Resources Inc.'s Amended and Restated 20Security-Based Compensation Plan during the annual meeting on November 21, 2024?

Key factors influencing the disinterested shareholders' approval of Metallis Resources Inc.'s Amended and Restated 2024 Security-Based Compensation Plan included alignment with performance metrics, competitive compensation practices, management recommendations, and overall shareholder value enhancement.

With the RSU component allowing for a fixed pool of 1,500,000 units, what impact do you expect this to have on Metallis Resources Inc. (MTS:CC) employee retention and motivation in the coming years?

The fixed pool of 1,500,000 RSUs for Metallis Resources Inc. is likely to enhance employee retention and motivation by aligning their interests with the company's long-term success, providing a tangible incentive for performance and commitment.

What measures will Metallis Resources Inc. (MTS:CC) implement to ensure transparency and proper governance in administering the rolling stock option and RSU components of the new compensation plan?

Metallis Resources Inc. (MTS:CC) will implement transparency and proper governance in its new compensation plan by establishing clear policies for stock option and RSU issuance, conducting regular audits, and ensuring shareholder communication and approval processes are in place.

**MWN-AI FAQ is based on asking OpenAI questions about Metallis Resources Inc. (TSXVC: MTS:CC).

Metallis Resources Inc.

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