Adoption of Omnibus Incentive Plan & Private Placement Update

Rhea-AI Summary

iMetal Resources (OTCQB: IMRFF) confirmed shareholder approval of a new omnibus incentive plan at the annual meeting held August 7, 2025.

The Plan allows grants of options, restricted share units and deferred share units, reserving up to 10% of outstanding common shares for options and 1,007,465 shares for other equity incentives. The company also corrected its prior private placement disclosure: it closed 4,164,623 flow-through units on December 17, 2025, for total gross proceeds of $541,400.99.

Positive

• Shareholders approved a new omnibus incentive plan on August 7, 2025
• Plan reserves up to 10% of outstanding common shares for options
• Plan reserves 1,007,465 shares for other equity-based incentives
• Private placement closed raising $541,400.99 in gross proceeds

Negative

• Potential shareholder dilution from up to 10% option reserve
• Issuance of 4,164,623 units in private placement increases outstanding securities

Vancouver, British Columbia--(Newsfile Corp. - January 30, 2026) - iMetal Resources Inc. (TSXV: IMR) (OTCQB: IMRFF) (FSE: A7VA) ("iMetal" or the "Company"). The Company confirms shareholders approved the adoption of a new omnibus incentive plan (the "Plan") at the annual general and special meeting (the "Meeting") of shareholders held on August 7, 2025. The Plan provides for the grant of incentive stock options ("Options"), restricted share units and deferred share units. Up to ten percent of the outstanding common share capital at any time is reserved for the grant of Options, and an additional 1,007,465 shares are reserved for the grant of all other equity-based incentives. For further information regarding the Plan, and to review the full text of the Plan, readers are encouraged to review the management information circular sent to shareholders in connection with the Meeting, a copy of which is available under the profile for the Company on SEDAR+ (www.sedarplus.ca).

Private Placement Update

The Company also reports the number of units issued in connection with closing of its $0.13 flow-through unit private placement on December 17, 2025, was incorrectly reported in the Company's news release dated December 18, 2025. The Company closed on 4,164,623 units for total gross proceeds of $541,400.99. All other terms provided in the December 18^th news release remain the same.

About iMetal Resources Inc.

iMetal is a Canadian-based junior exploration company focused on the exploration and development of its portfolio of resource properties in Ontario and Quebec. The flagship property Gowganda West, is an exploration-stage gold project with a recent discovery hole of 48.5m at 0.85 g/t gold that borders the Juby Deposit and is located within the Shining Tree Camp area in the southern part of the Abitibi Greenstone Gold Belt about 100 km south-southeast of the Timmins Gold Camp. The 220-hectare Ghost Mountain property, 42 kilometres NE of Kirkland Lake, lies 5 kilometres W of Agnico Eagle's Holt and Holloway Mine. Carheil is an exploration stage project with multi-metal potential and previous graphite results. The project is about 170 km north of Rouyn-Noranda in the Northern Abitibi Greenstone Belt.

ON BEHALF OF THE BOARD OF DIRECTORS,
Saf Dhillon
President & CEO

iMetal Resources Inc.
saf@imetalresources.ca
Tel. (604-484-3031)
Suite 550, 800 West Pender Street, Vancouver, British Columbia, V6C 2V6
https://imetalresources.ca

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.

This release may contain forward-looking statements or forward-looking information under applicable Canadian securities legislation that may not be based on historical fact, including, without limitation, statements containing the words "believe", "may", "plan", "will", "estimate", "continue", "anticipate", "intend", "expect", "potential", and similar expressions. Forward-looking statements involve known and unknown risks, uncertainties, and other factors which may cause the actual results, performance, or achievements of iMetal to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements. These forward-looking statements are based on management's current expectations and beliefs and assume, among other things, the ability of the Company to successfully pursue its current development plans, that future sources of funding will be available to the company, that relevant commodity prices will remain at levels that are economically viable for the Company and that the Company will receive relevant permits in a timely manner in order to enable its operations, but given the uncertainties, assumptions and risks, readers are cautioned not to place undue reliance on such forward-looking statements or information. The Company disclaims any obligation to update, or to publicly announce, any such statements, events or developments except as required by law.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/282256

FAQ

What did iMetal Resources (IMRFF) approve on August 7, 2025?

Shareholders approved a new omnibus incentive plan on August 7, 2025. According to the company, the Plan permits grants of options, restricted share units and deferred share units and sets specific share-reserve limits for those awards.

How many shares are reserved under iMetal's new incentive plan (IMRFF)?

The Plan reserves up to 10% of outstanding common share capital for options and 1,007,465 shares for other equity incentives. According to the company, those amounts define the maximum equity available for grants under the Plan.

What types of awards does the iMetal (IMRFF) omnibus incentive plan allow?

The Plan allows the grant of incentive stock options, restricted share units, and deferred share units. According to the company, these award types are intended to align employee and shareholder interests through equity-based compensation.

What correction did iMetal (IMRFF) make about its December 2025 private placement?

The company corrected the number of units issued in that private placement, confirming 4,164,623 units were closed on December 17, 2025. According to the company, total gross proceeds were $541,400.99 and all other terms remain unchanged.

How much did iMetal (IMRFF) raise in the corrected December 17, 2025 flow-through placement?

iMetal raised $541,400.99 in gross proceeds from the flow-through placement closed December 17, 2025. According to the company, the placement comprised 4,164,623 units and corrects an earlier disclosure error.

What is the likely shareholder impact of iMetal's (IMRFF) new Plan and private placement?

The Plan and placement increase equity potentially outstanding and may dilute existing holders if awards or units are issued. According to the company, the Plan sets explicit reserves and the private placement closed for $541,400.99.