Amex Exploration Announces AGM Results and Board Changes

Rhea-AI Summary

Amex Exploration (OTCQX: AMXEF) held its annual general meeting on June 30, 2025, where shareholders approved all proposed items. Key changes include the election of new directors Phillip S. Brumit Sr. and Peter Damouni, while longstanding Executive Chairman Jacques Trottier retired after serving since 2002.

Shareholders approved a new omnibus equity incentive plan replacing the previous stock option plan. The plan allows for various incentive awards up to 10% of outstanding shares, including stock options, restricted share units, and performance share units. The company also clarified that Milestone Payments for the Perron West Project acquisition cannot be paid in company shares.

Positive

• Introduction of a comprehensive omnibus equity incentive plan offering more flexibility for attracting and retaining talent
• Board strengthening with two new directors while maintaining continuity with five incumbent directors

Negative

• Departure of longstanding Executive Chairman Jacques Trottier who served since 2002
• Clarification that Perron West Project Milestone Payments must be made in cash, not shares, potentially impacting cash reserves

Montreal, Quebec--(Newsfile Corp. - July 3, 2025) - Amex Exploration Inc. (TSXV: AMX) (FSE: MX0) (OTCQX: AMXEF) ("Amex" or the "Company") is pleased to announce that at the annual general and special meeting of the Company's shareholders held on June 30, 2025 (the "Meeting") shareholders voted in favour of, and approved, all items of business.

The Company's shareholders elected all director nominees, including incumbent directors Victor Cantore, Pierre Carrier, André Shareck, Yvon Gélinas, and Luisa Moreno and new directors Phillip S. Brumit Sr. and Peter Damouni. Jacques Trottier, a director of the Company since 2002 and its longstanding Executive Chairman, retired from the Company and did not stand for re-election at the Meeting.

Victor Cantore, President and CEO of Amex, said, "I along with the entire management team and board of directors, would like to thank Jacques for his leadership and invaluable contributions to the Company over the years. I have thoroughly enjoyed collaborating with Jacques during my tenure at Amex and I wish him well in his retirement."

Shareholders also re-appointed Raymond Chabot Grant Thornton LLP, Chartered Professional Accountants, as auditor of the Company and adopted an ordinary resolution to ratify and confirm the Company's new omnibus equity incentive plan (the "Omnibus Plan") to replace its current 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 TSX Venture Exchange (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 equity awards granted under the Omnibus Plan (collectively, the "Awards") shall not exceed 10% of the issued and outstanding shares of the Company as at the date of any Award grant, subject to adjustment as provided in the Omnibus Plan.

The Omnibus Plan was conditionally approved by the TSXV on May 6, 2025. It remains subject to the final acceptance of the TSXV and 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. It replaces the Company's previous Option Plan, originally adopted on May 4, 2022, as approved by shareholders on an annual basis and amended from time to time.

The Company's Compensation Committee 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 in respect of the Meeting dated May 12, 2025, which includes a summary of the Omnibus Plan and a copy thereof as Schedule E, available via the Company's profile on SEDAR+ at www.sedarplus.ca.

Perron West Project

Further to the Company's news releases dated March 25, 2025 and April 10, 2025 in respect of the acquisition of the Perron West Project (the "Transaction"), the Company wishes to correct the disclosure and clarify that there is no option under the asset purchase agreement in respect of the Transaction to pay the Milestone Payments (as defined in the news releases) in common shares in the capital Company.

About Amex Exploration Inc.

Amex Exploration Inc. has made significant high-grade gold discoveries, along with copper-rich volcanogenic massive sulphide (VMS) zones, at its 100%-owned Perron Gold Project, located approximately 110 km north of Rouyn-Noranda, Quebec. The Project comprises 117 contiguous claims (45.18 km²) and hosts both bulk-tonnage and high-grade gold mineralization styles.

When combined with the adjacent Perron West Project, which includes 48 claims (17.37 km²) in Quebec and 35 claims (134.55 km²) in Ontario, the consolidated land package spans a district-scale 197.52 km². This extensive property lies within highly prospective geology favourable for both high-grade gold and VMS mineralization.

The Project benefits from excellent infrastructure: it is accessible by a year-round road, located just 20 minutes from an airport, and approximately 8 km from the Town of Normétal. It is also in close proximity to several process plants owned by major gold producers.

For further information please contact:

Victor Cantore
President and Chief Executive Officer
Tel: +1-514-866-8209

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 this release.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/257655

FAQ

Who are the new directors elected to Amex Exploration's board in 2025?

Phillip S. Brumit Sr. and Peter Damouni were elected as new directors, joining incumbent directors Victor Cantore, Pierre Carrier, André Shareck, Yvon Gélinas, and Luisa Moreno.

What changes did AMXEF make to its compensation plan in 2025?

Amex Exploration adopted a new omnibus equity incentive plan replacing its previous stock option plan, allowing for various awards including stock options, restricted share units, and performance share units, limited to 10% of outstanding shares.

Why did Jacques Trottier leave Amex Exploration's board?

Jacques Trottier, who served as Executive Chairman since 2002, retired from the company and did not stand for re-election at the 2025 annual general meeting.

What was clarified about the Perron West Project acquisition payments?

The company clarified that there is no option to pay the Milestone Payments in company shares, correcting previous disclosure about the Transaction.

When was Amex Exploration's 2025 annual general meeting held?

The annual general and special meeting was held on June 30, 2025, where shareholders approved all items of business.