ONGold Announces Grant of Stock Options and Restricted Share Units

Rhea-AI Summary

ONGold (TSXV: ONAU / OTCQB: ONGRF) on October 6, 2025 granted stock options and restricted share units under its omnibus incentive plan.

The company granted 1,242,740 Options (exercise price $0.90, 5‑year term, vesting in three equal tranches: one‑third immediate, two‑thirds in two six‑month intervals) and 161,110 RSUs (vesting: two‑thirds at 12 months, one‑third at 18 months).

The grants and the Plan are subject to TSX Venture Exchange shareholder approval. All Options, RSUs and any shares issued on exercise/settlement will carry a four‑month plus one day hold period under TSXV policies and applicable securities laws.

Positive

• 1,242,740 Options granted to align management and staff
• Staggered vesting encourages multi‑period retention

Negative

• Potential dilution of 1,403,850 shares if all Options exercised and RSUs settled
• Grants are subject to shareholder approval, so issuance timing is uncertain
• Options exercise price of $0.90 may be dilutive if share price rises above that level

Toronto, Ontario--(Newsfile Corp. - October 6, 2025) - ONGold Resources Ltd. (TSXV: ONAU) (OTCQB: ONGRF) ("ONGold" or the "Company") is pleased to announce the grant of stock options (each an "Option") and restricted share units (each an "RSU") pursuant to the Company's omnibus incentive plan (the "Plan").

The Company has granted an aggregate of 1,242,740 Options and an aggregate of 161,110 RSUs to certain directors, officers, employees, and consultants of the Company.

Each Option is exercisable to acquire one (1) common share in the capital of the Company (a "Common Share") at a price of $0.90 per Common Share, has a term of five (5) years from the date of grant, and shall vest in three (3) equal tranches, with one-third (1/3) vesting immediately and the remaining two-thirds (2/3) vesting in two equal tranches at six-month intervals thereafter.

Each RSU granted shall vest two-thirds (2/3) on the first anniversary of the grant date and the remaining one-third (1/3) on the date that is eighteen (18) months from the grant date.

The Plan, as well as the grants of the Options and RSUs, are subject to the approval of shareholders in accordance with the policies of the TSX Venture Exchange. All of the Options and RSUs (and any Common Shares issuable upon exercise or settlement thereof) will be subject to a four month and one day hold period pursuant to the policies of the TSX Venture Exchange and applicable securities laws.

About ONGold Resources Ltd.

ONGold Resources Ltd. owns significant exploration assets in Northern Ontario and Northern Manitoba, including the district-scale Monument Bay Gold-Tungsten Project, TPK Project, Domain Gold Project and October Gold Project. These projects represent a strategic footprint in some of Canada's most prolific gold-producing regions.

ONGold Resources Ltd. on behalf of the Board of Directors

Kyle Stanfield, Chief Executive Officer & Director

Contact Information
Kyle Stanfield
Chief Executive Officer
Telephone: 1 (855) 525-0992
Email: info@ongoldresources.com

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 news release.

Cautionary Note Regarding Forward-Looking Statements

This news release contains forward-looking statements and forward-looking information (collectively, "forward-looking statements") within the meaning of applicable Canadian securities legislation. All statements in this news release, other than statements of historical fact, that address events or developments that ONGold expects to occur are forward-looking statements. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects", "plans", "anticipates", "believes", "intends", "estimates", "projects", "potential", "scheduled", "forecast", "budget", "may", "will", "could", "might", "should" and similar expressions, or that events or conditions "will", "would", "may" or "could" occur.

The forward-looking statements contained herein include, without limitation, statements regarding the expected timing, number, terms, and conditions of the Options and RSUs granted, the anticipated benefits of these grants, the effect of the grants on the Company's capital structure, and any expected regulatory approvals or TSXV acceptance in connection with the grants.

Forward-looking statements are subject to numerous risks and uncertainties that may cause actual results to differ materially, including delays or changes in regulatory approvals, market conditions, changes in TSXV policies or securities laws, and other risks inherent in granting equity-based awards.

ONGold believes the expectations reflected in these forward-looking statements are reasonable based on information currently available, however such statements involve risks and uncertainties, and readers are cautioned not to place undue reliance on them. ONGold does not undertake to update or revise any forward-looking statements except as required by applicable securities laws. Investors are encouraged to review the Company's continuous disclosure documents available on SEDAR+ at www.sedarplus.ca for a complete discussion of risk factors and uncertainties.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/269166

FAQ

How many stock options and RSUs did ONGold (ONGRF) grant on October 6, 2025?

ONGold granted 1,242,740 Options and 161,110 RSUs on October 6, 2025.

What is the exercise price and term for ONGold (ONGRF) stock options granted October 6, 2025?

Each Option is exercisable at $0.90 per share and has a 5‑year term.

What are the vesting schedules for ONGold's (ONGRF) October 2025 Options and RSUs?

Options vest one‑third immediately, then two equal tranches every six months; RSUs vest two‑thirds at 12 months and one‑third at 18 months.

Will ONGold (ONGRF) shares issued from the grants be restricted after issuance?

Yes. All Options, RSUs and resulting shares are subject to a four‑month plus one day hold period under TSXV rules.

Do the Option and RSU grants for ONGold (ONGRF) require shareholder approval?

Yes. The Plan and the grants are subject to shareholder approval under TSX Venture Exchange policies.

How many shares could be created if ONGold's (ONGRF) October 2025 grants are fully exercised/settled?

If fully exercised/settled, the grants could create up to 1,403,850 common shares (Options + RSUs).