ONGold Announces Grant of Stock Options and Restricted Share Units to Certain Employees

Rhea-AI Summary

ONGold (OTCQB: ONGRF) granted equity incentives to employees under its omnibus incentive plan and clarified prior financing fees.

The company granted an aggregate of 375,000 stock options exercisable at $0.89 per share with a 5-year term and three‑tranche vesting (1/3 immediate; remaining 2/3 in two six‑month tranches). It also granted 149,438 restricted share units vesting half at year 1 and half at year 2. All grants and the Plan are subject to TSXV shareholder approval and a four‑month plus one‑day hold period.

Clarification: cash finders' commissions for the Dec 24, 2024 offering total $195,059.70, and finders received warrants for 300,091 common shares exercisable until Dec 24, 2026.

Positive

• 375,000 options granted at a fixed exercise price of $0.89
• 149,438 RSUs awarded with time‑based vesting over 2 years
• Clarified finders' cash commissions of $195,059.70
• Finders issued 300,091 warrants exercisable until Dec 24, 2026

Negative

• All grants subject to TSXV shareholder approval prior to effectiveness
• All options, RSUs and shares issuable subject to four‑month plus one‑day hold period

News Market Reaction – ONGRF

+4.20%

1 alert

+4.20% News Effect

On the day this news was published, ONGRF gained 4.20%, reflecting a moderate positive market reaction.

Data tracked by StockTitan Argus on the day of publication.

Toronto, Ontario--(Newsfile Corp. - November 5, 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 375,000 Options and an aggregate of 149,438 RSUs to certain employees 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 $0.89 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 one-half (1/2) on the first anniversary of the grant date and the remaining one-half (1/2) shall vest on the second anniversary of 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.

Clarification Regarding Prior Financing

The Company announces that, in connection with its news release dated December 24, 2024 (the "Prior News Release"), with respect to an offering of Common Shares that closed on December 24, 2024 (the "2024 Offering") it inadvertently did not disclose the exact amount of finder's fees paid to arm's length parties to the Company.

The cash commissions to arm's length finders paid in connection with the 2024 Offering is $195,059.70, and the finders were issued warrants to acquire up to 300,091 Common Shares of the Company at an exercise price equal to the issue price of the Common Shares in the Offering, as described in the Prior News Release, until December 24, 2026.

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 TSX Venture Exchange 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 TSX Venture Exchange 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/273346

FAQ

What equity awards did ONGold (OTCQB: ONGRF) grant on Nov 7, 2025?

375,000 stock options and 149,438 RSUs were granted to certain employees under the omnibus incentive plan.

What is the exercise price and term of the ONGold options (ONGRF)?

Each option is exercisable at $0.89 per share and has a five‑year term from the grant date.

How do the ONGold options and RSUs vest (ONGRF)?

Options vest in three tranches (1/3 immediate; remaining 2/3 in two six‑month tranches). RSUs vest 50% at 1 year and 50% at 2 years.

Do ONGold grants require shareholder approval (ONGRF)?

Yes. The Plan and the grants are subject to TSXV shareholder approval per exchange policies.

What disclosure did ONGold make about its Dec 24, 2024 financing (ONGRF)?

The company disclosed cash finders' commissions of $195,059.70 and finders were issued 300,091 warrants exercisable until Dec 24, 2026.

Will shares from ONGold option/RSU settlements be restricted (ONGRF)?

Yes. All options, RSUs and any shares issuable are subject to a four‑month plus one‑day hold period under TSXV policies and securities laws.